As filed with the Securities and Exchange Commission on February 8, 1996
Registration No. 33-65481
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-14
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
[x] Pre-Effective Amendment No. 1
[ ] Post-Effective Amendment No.
(Check appropriate box or boxes)
MUTUAL FUND TRUST
(Exact Name of Registrant as Specified in Charter)
1-800-34-VISTA
(Area Code and Telephone Number)
125 West 55th Street
New York, New York 10019
(Address of Principal Executive Offices)
Name and Address of Agent for Service:
Ann Bergin
Secretary
Mutual Fund Trust
125 West 55th Street
New York, New York 10019
Copies to:
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Marguerite Sheehan, Esq. Gary S. Schpero, Esq. Susan J. Penry-Williams, Esq.
Chemical Bank Simpson Thacher & Bartlett Kramer, Levin, Naftalis,
270 Park Avenue 425 Lexington Avenue Nessen, Kamin & Frankel
New York, New York 10017 New York, New York 10017 919 Third Avenue
New York, New York 10022
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Approximate Date of Proposed Public Offering: As soon after the
effective date of this registration statement as is practicable.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until this Registration
Statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
The Registrant has previously registered an indefinite number or amount
of its shares pursuant to Rule 24f-2 under the Investment Company Act of 1940
on February 11, 1994; accordingly, no fee is payable herewith. A Rule 24f-2
Notice for Registrant's fiscal year ended August 31, 1995 was filed on
October 25, 1995.
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MUTUAL FUND TRUST
Cross Reference Sheet
Pursuant to Rule 481(a) Under the Securities Act of 1933
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Form N-14 Item No. Location
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Prospectus/Proxy Statement
Caption
Part A
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Item 1. Beginning of Registration Statement and Cover Page
Outside Front Cover Page of Prospectus
Item 2. Beginning and Outside Back Cover Page of Table of Contents
Prospectus
Item 3. Synopsis and Risk Factors Summary
Item 4. Information about the Transaction Summary; Reasons for the Reorganization;
Information About the Reorganization;
Comparative Information on Shareholder
Rights; Agreement and Plan of
Reorganization and Liquidation
Item 5. Information about the Registrant Summary; Comparison of Investment
Objectives and Policies; Additional
Information About vista
Item 6. Information About the Company Being Acquired Summary; Comparison of Investment
Objectives and Policies; Information
About Hanover
Item 7. Voting Information Voting Information
Item 8. Interest of Certain Persons and Experts Financial Statements and Experts
Item 9. Additional Information Required for Reoffering Not Applicable
by Persons Deemed to be Underwriters
Statement of Additional
Information Caption
Part B
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Item 10. Cover Page Cover Page
Item 11. Table of Contents Cover Page
Item 12. Additional Information About the Registrant Statement of Additional Information
Item 13. Additional Information About the Company Not Applicable
Being Acquired
Item 14. Financial Statements Historical Financial Statements; Pro
Forma Financial Statements; The caption
"Information about Hanover" in the
Prospectus
Part C
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Information required to be included in Part C is set forth under the
appropriate Item, so numbered, in Part C of this Registration Statement.
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PART A
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PRELIMINARY COPY--For the Information of the
Securities and Exchange Commission Only
THE HANOVER FUNDS, INC.
237 Park Avenue
New York, New York 10017
February , 1996
Dear Shareholder:
It's an exciting time for mutual fund investors and, I believe, an
especially exciting time for you as a Hanover Funds shareholder.
That's because, in conjunction with the proposed merger of The Chemical
Banking Corporation and The Chase Manhattan Corporation, the Board of
Directors of your fund has been seeking ways to enhance your investment
relationship with us. I am writing today to ask you to vote on a proposed
reorganization that will allow your fund to operate more efficiently and
offer you substantial benefits as a shareholder.
We've considered a proposal that will combine each of the six Hanover
funds with an existing or newly-created fund in Mutual Fund Trust, better
known as the Vista Family of Mutual Funds, which is advised by Chase
Manhattan. Vista is comprised of a family of 30 funds ranging from stock and
bond to money market funds and including both domestic and international fund
offerings.
Through the reorganization, your investment would be in a larger combined
fund family, allowing you as a shareholder to take advantage of the many
benefits that size and a diverse array of products offer. In addition, the
resulting increase in the assets under management of the Vista Funds should
enhance the ability of the funds' portfolio managers to buy and sell
securities on a more favorable basis. Larger transactions can often be
achieved at a better price, while giving the portfolio manager greater
flexibility and potentially increasing the funds' diversification.
The entire impact of the proposed reorganization is spelled out in the
enclosed Prospectus/Proxy Statement. After carefully considering all the
issues involved, your Board of Directors has unanimously concluded that the
proposal is in the best interests of your fund and its shareholders.
Therefore, we recommend that you vote in favor using the enclosed proxy card.
The value of your investment will not be affected by the reorganization.
Nor, in the opinion of legal counsel, will the transaction be subject to
federal income taxes.
I encourage you to complete and return your proxy card in the enclosed
postage-paid envelope as soon as possible, as your vote is important. Please
be advised that you may receive a mailing and proxy card on each Hanover
account you own, and that each proxy must be voted separately.
Thank you for your continuing support of The Hanover Funds. We look
forward to serving you better in the near future as part of the Vista Family
of Mutual Funds. If you have any questions regarding the attached proxy,
please contact your investment representative or call your client services
representative at 1-800-821-2371.
Please also refer to the attached questions and answers which are designed
to help you cast your proxy as a shareholder, and are being provided as a
supplement to, not a substitute for, your proxy materials which we urge you to
carefully review.
Sincerely yours,
W. Perry Neff
Chairman of the Board of Directors
The Hanover Funds, Inc.
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Q. If shareholders approve the proxy proposals, what will happen?
A. In March, the Vista Funds and the Hanover Funds will be merged into one
combined fund family with approximately $18 billion in assets under
management. This family will employ the name "Vista Funds." In some cases,
current Vista and Hanover funds with overlapping objectives will be merged
together into a single fund. All shareholders in existing Hanover or Vista
funds will own shares in the merged funds, without paying additional
charges.
Q. As a shareholder, what do I need to do?
A. Just make sure you cast your proxy vote when you receive your ballot in
February. The directors of each fund are working to make sure this merger
goes smoothly. Shortly after the anticipated shareholder approval of the
merger, listings of daily fund prices and performance for most funds will
appear under the Vista heading in the business section of your local
newspaper and business periodicals. Your quarterly fund statements and
semi-annual reports will reflect that you are part of a larger Vista
family with more investment choices.
Q. Which funds are being combined and what do I do if I own one of them?
A. The following consolidation of funds will occur, upon shareholder
approval:
(bullet) Hanover 100% U.S. Treasury Securities Money Market Fund will be
combined with a newly created Vista fund called Vista 100% U.S.
Treasury Securities Money Market Fund. The resulting fund will be
called Vista 100% U.S. Treasury Securities Money Market Fund.
(bullet) Hanover U.S. Treasury Money Market Fund will be combined with
Vista Treasury Plus Money Market Fund. The resulting fund will be
called Vista Treasury Plus Money Market Fund.
(bullet) Hanover Government Money Market Fund will be combined with
Vista U.S. Government Money Market Fund. The resulting fund will
be called Vista U.S. Government Money Market Fund.
(bullet) Hanover Cash Management Fund will be combined with Vista Global
Money Market Fund. The resulting fund will be called Vista
Cash Management Fund.
(bullet) Hanover Tax Free Money Market Fund will be combined with Vista
Tax Free Money Market Fund. The resulting fund will be called
Vista Tax Free Money Market Fund.
(bullet) Hanover New York Tax Free Money Market Fund will be combined with
Vista New York Tax Free Money Market Fund. The resulting fund will
be called Vista New York Tax Free Money Market Fund.
(bullet) Hanover Short Term U.S. Government Fund will be combined with
Vista Short Term Bond Fund. The resulting fund will be called
Vista Short Term Bond Fund.
(bullet) Hanover U.S. Government Securities Fund will be combined with a
newly created Vista fund called Vista U.S. Government Securities
Fund. The resulting fund will be called Vista U.S. Government
Securities Fund.
(bullet) Hanover Blue Chip Growth Fund will be combined with Vista Equity
Fund. The resulting fund will be called Vista Large Cap Equity
Fund.
(bullet) Hanover Small Capitalization Growth Fund will be combined with
Vista Small Cap Equity Fund. The resulting fund will be called
Vista Small Cap Equity Fund.
(bullet) Hanover American Value Fund will be combined with a newly created
Vista fund called Vista American Value Fund. The resulting
fund will be called Vista American Value Fund.
The decisions as to which funds should be appropriately merged was based
upon a review of each fund's investment objectives and the selection of funds
which were similar. If you own any of the above funds, upon shareholder
approval you will automatically become a shareholder in the merged fund.
You don't need to do anything to continue your current investment program.
The complete details are contained in the proxy materials.
Q. Will there be any change in how the funds are managed?
A. Under the plan, current shareholders of Hanover funds will gain the
investment expertise and discipline of Chase Manhattan. Chase has more
than 100 years of experience providing money management services to
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individuals and institutions. Vista has built a reputation as one of the
most consistent performers among stock mutual funds through Chase's
proprietary 5-Step Stock-Selection Model.
Q. What research services will the funds rely upon?
A. The expanded group will have access to the research and analysis which has
helped Vista achieve recognition for outstanding performance. These
include Chase's global presence through research professionals in
strategic markets throughout the world and also the independent mutual
fund consulting group Chase hires to audit the portfolio management
practices of each Vista fund.
Q. What about shareholder services?
A. Current Hanover shareholders will be able to obtain fund information 24
hours per day via Tele-Vista, Vista's Voice Response Unit available at
1-800-34-VISTA.
Current Hanover shareholders who have already paid a sales charge will be
allowed to exchange into other funds of the larger Vista family without
paying an additional charge.
Q. How do I cast a proxy vote?
A. In mid-February, you will receive a proxy card and statement in the mail
for each fund in which you are a shareholder. Several shareholder election
items will appear on this card, and after you have reviewed the
accompanying proxy material carefully, you should cast your vote in each
of them. Then, return the postage-paid reply card in the mail prior to
March 19, 1996. That's all.
If you have any further questions, please call our customer service center,
between 8:00 AM and 6:00 PM EST, at 1-800-34-VISTA (84782).
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PRELIMINARY COPY--For the Information of the
Securities and Exchange Commission Only
THE HANOVER FUNDS, INC.
237 Park Avenue
New York, New York 10019
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
February , 1996
Dear Shareholder:
A special meeting of shareholders of the portfolios of The Hanover Funds,
Inc. ("Hanover") will be held on April 2, 1996 at 2:00 P.M. at the offices of
The Chase Manhattan Bank, N.A., 101 Park Avenue, 17th Floor, New York, New York
10178 for the following purposes:
1. To consider and act upon an Agreement and Plan of Reorganization and
Liquidation (the "Agreement") between Hanover and Mutual Fund Trust ("Vista")
providing for:
(a) the transfer of all of the assets and liabilities of the 100% U.S.
Treasury Securities Money Market Fund of Hanover to the Vista 100% U.S.
Treasury Securities Money Market Fund (a newly organized Vista portfolio)
in exchange for Vista Shares of the Vista 100% U.S. Treasury Securities
Money Market Fund, the distribution of such shares to the shareholders of
the 100% U.S. Treasury Securities Money Market Fund of Hanover and the
subsequent termination of the 100% U.S. Treasury Securities Money Market
Fund of Hanover (to be voted on only by the shareholders of the 100% U.S.
Treasury Securities Money Market Fund of Hanover);
(b) the transfer of all of the assets and liabilities of the U.S.
Treasury Money Market Fund of Hanover to the Vista Treasury Plus Money
Market Fund in exchange for Vista Shares of the Vista Treasury Plus Money
Market Fund, the distribution of such shares to the shareholders of the
U.S. Treasury Money Market Fund of Hanover and the subsequent termination
of the U.S. Treasury Money Market Fund of Hanover (to be voted on only by
the shareholders of the U.S. Treasury Money Market Fund of Hanover);
(c) the transfer of all of the assets and liabilities of the
Government Money Market Fund of Hanover to the Vista U.S. Government Money
Market Fund in exchange for Vista Shares of the Vista U.S. Government
Money Market Fund, the distribution of such shares to the shareholders of
the Government Money Market Fund of Hanover and the subsequent
termination of the Government Money Market Fund of Hanover (to be
voted on only by the shareholders of the Government Money Market Fund
of Hanover);
(d) the transfer of all of the assets and liabilities of the Cash
Management Fund of Hanover to the Vista Cash Management Fund (currently
known as the Vista Global Money Market Fund) in exchange for Vista Shares
of the Vista Cash Management Fund, the distribution of such shares to the
shareholders of the Cash Management Fund of Hanover and the subsequent
termination of the Cash Management Fund of Hanover (to be voted on only by
the shareholders of the Cash Management Fund of Hanover);
(e) the transfer of all of the assets and liabilities of the Tax Free
Money Market Fund of Hanover to the Vista Tax Free Money Market Fund in
exchange for Vista Shares of the Vista Tax Free Money Market Fund, the
distribution of such shares to the shareholders of the Tax Free Money
Market Fund of Hanover and the subsequent termination of the Tax Free
Money Market Fund of Hanover (to be voted on only by the shareholders of
the Tax Free Money Market Fund of Hanover); and
(f) the transfer of all of the assets and liabilities of the New York
Tax Free Money Market Fund of Hanover to the Vista New York Tax Free Money
Market Fund in exchange for Vista Shares of the Vista New York Tax Free Money
Market Fund, the distribution of such shares to the shareholders of the New
York Tax Free Money Market Fund of Hanover and the subsequent termination of
the New York Tax Free Money Market Fund of Hanover (to be voted on only by
the shareholders of the New York Tax Free Money Market Fund of Hanover).
2. Transaction of such other business as may properly come before the
meeting.
The Board of Directors of Hanover has recently reviewed and unanimously
endorsed the proposals set forth in the accompanying Prospectus/Proxy
Statement. Approval of the Agreement will require the affirmative vote of
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the holders of at least a majority of the outstanding shares of each of the
portfolios of Hanover. By approving the Agreement, Hanover shareholders will
be deemed to have waived temporarily certain of Hanover's investment
limitations insofar as they might be deemed to apply to the transactions
provided for therein. The Board of Directors knows of no other business that
will be acted upon at the meeting.
Each shareholder is invited to attend the Special Meeting in person.
Shareholders of record at the close of business on January 22, 1996 have the
right to vote at the Special Meeting.
A quorum for the Special Meeting for each Hanover portfolio will consist
of the presence in person or by proxy of shareholders entitled to cast a
majority of the votes of that portfolio entitled to be cast. In the event
that a quorum for any Hanover portfolio is not present at the Special
Meeting, or in the event that a quorum is present but sufficient votes to
approve any of the matters to be acted upon are not received, the persons
named as proxies may propose one or more adjournments of the Special Meeting
to permit further solicitation of proxies. Any such adjournment will require
the affirmative vote of a majority of those shares present or represented at
the meeting in person or by proxy. The persons named as proxies will vote
those proxies which they are entitled to vote FOR or AGAINST any such
proposal in their discretion. A stockholder vote may be taken on one or more
of the matters to be acted upon as described in the accompanying
Prospectus/Proxy Statement prior to any such adjournment if sufficient votes
have been received for approval.
Detailed information about the proposed transaction and the reasons for it
are contained in the enclosed materials. Please exercise your right to vote
by attending the Special Meeting or completing, dating and signing the
enclosed proxy card. A self-addressed, postage-paid envelope has been
enclosed for your convenience. It is very important that you vote and that
your voting instructions be received prior to the Special Meeting.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON, THE BOARD OF
DIRECTORS SOLICITS YOUR PROXY AND STRONGLY INVITES YOUR
PARTICIPATION BY ASKING YOU TO REVIEW, COMPLETE AND
RETURN YOUR PROXY AS SOON AS
POSSIBLE.
NOTE: You may receive more than one proxy package if you hold shares in
more than one account or if you own shares in more than one portfolio which
is being reorganized. You must return separate proxy cards for separate
holdings. We have provided postage-paid return envelopes for each.
By Order of the Board of Directors
Joseph L. McElroy
President
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PRELIMINARY COPY--For the Information of the
Securities and Exchange Commission Only
PROSPECTUS/PROXY STATEMENT DATED , 1996
Acquisition of the Assets of
THE HANOVER FUNDS, INC.
237 Park Avenue
New York, New York 10017
1-800-821-2371
By and in Exchange for Shares of
MUTUAL FUND TRUST
125 West 55th Street
New York, New York 10019
1-800-34-VISTA
This Prospectus/Proxy Statement relates to the proposed transfer of all of
the assets and liabilities of each portfolio of The Hanover Funds, Inc.
("Hanover") to corresponding portfolios of Mutual Fund Trust ("Vista") having
substantially identical investment objectives in exchange for Vista Shares of
such portfolios of Vista. Vista is an open-end investment company of the
management type offering shares in several portfolios, and, in most cases,
multiple classes of shares in each such portfolio. As a result of the
proposed transaction, each shareholder of a portfolio of Hanover will receive
that number of Vista Shares of the corresponding portfolio of Vista equal in
value at the date of the exchange to the value of such shareholder's shares
of the portfolio of Hanover at such date. The terms and conditions of these
transactions are more fully described in this Prospectus/Proxy Statement and
in the Agreement and Plan of Reorganization and Liquidation between Vista and
Hanover attached hereto as Exhibit A.
This Prospectus/Proxy Statement, which should be retained for future
reference, sets forth concisely the information about Vista and its
portfolios that a prospective investor should know before investing. A
statement of additional information dated , 1996 (the "Statement
of Additional Information") containing additional information about Vista has
been filed with the Securities and Exchange Commission (the "Commission") and
is incorporated by reference into this Prospectus/Proxy Statement. A copy of
Hanover's current prospectus may be obtained without charge by writing to
Hanover at its address noted above or by calling 1-800-821-2371. A copy of
the Statement of Additional Information may be obtained without charge by
writing to Vista at its address noted above or by calling 1-800-34-VISTA.
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
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 VISTA OR HANOVER.
INVESTMENTS IN THE VISTA PORTFOLIOS ARE SUBJECT TO RISK--INCLUDING THE
POSSIBLE LOSS OF PRINCIPAL. SHARES OF THE VISTA MONEY MARKET PORTFOLIOS
ARE NOT BANK DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR ENDORSED
BY, THE CHASE MANHATTAN BANK, N.A. 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.
AN INVESTMENT IN THE VISTA MONEY MARKET PORTFOLIOS IS NEITHER INSURED NOR
GUARANTEED BY THE U.S. GOVERNMENT AND THERE CAN BE NO ASSURANCE THAT ANY
PORTFOLIO WILL BE ABLE TO MAINTAIN A STABLE NET ASSET VALUE OF $1.00
PER SHARE.
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TABLE OF CONTENTS
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Summary 3
Reasons for the Reorganization 13
Information About the Reorganization 14
Voting Information 17
Comparison of Investment Objectives and Policies 17
Comparative Information on Shareholder Rights 34
Additional Information About Vista 36
Information About Hanover 61
Financial Statements and Experts 62
Legal Matters 62
Appendix A-1
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Exhibit
A -- Agreement and Plan of Reorganization and Liquidation between Mutual Fund
Trust and The Hanover Funds, Inc.
2
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SUMMARY
This summary is qualified by reference to the more complete information
contained in this Prospectus/Proxy Statement, the prospectus of Hanover and
the Agreement and Plan of Reorganization and Liquidation attached to this
Prospectus/Proxy Statement as Exhibit A. The information concerning Hanover
contained or incorporated by reference into this Prospectus/Proxy Statement
has been furnished by Hanover, and the information concerning Vista contained
or incorporated by reference into this Prospectus/Proxy Statement has been
furnished by Vista.
Proposed Transaction. The Board of Directors of Hanover (the "Hanover
Board"), including the Directors who are not "interested persons" of Hanover
(the "Independent Directors"), has unanimously approved an Agreement and Plan
of Reorganization and Liquidation (the "Agreement") providing for the
transfer of all of the assets and liabilities (whether contingent or
otherwise) of each portfolio of Hanover (each, a "Hanover Portfolio") to a
corresponding portfolio of Vista (each, a "Vista Portfolio") having a
substantially identical investment objective in exchange for Vista Shares of
such Vista Portfolio. (The proposed transaction is referred to in this
Prospectus/Proxy Statement as the "Reorganization.") The value of the shares
of each Vista Portfolio issued in the Reorganization shall equal the value of
the net assets of the corresponding Hanover Portfolio being acquired by such
Vista Portfolio. In connection with the Reorganization, Vista Shares of each
Vista Portfolio will be distributed to shareholders of the corresponding
Hanover Portfolio in liquidation of that Hanover Portfolio. The number of
full and fractional shares of a Vista Portfolio received by a shareholder of
the corresponding Hanover Portfolio will be equal in value to the value of
that shareholder's shares of the corresponding Hanover Portfolio as of 12:00
noon (in the case of Vista 100% U.S. Treasury Securities Money Market Fund,
Vista Tax Free Money Market Fund and Vista New York Tax Free Money Market
Fund and their corresponding Hanover Portfolios) or as of 2:00 p.m. (in the
case of the other Vista Portfolios and their corresponding Hanover
Portfolios) (Eastern time) on the closing date of the Reorganization. Upon
completion of such distribution, Hanover will be dissolved and will then
deregister as an investment company under the Investment Company Act of 1940,
as amended (the "1940 Act"), by filing the appropriate application with the
Commission and will also be terminated under state law. As a result of the
Reorganization, each shareholder of each Hanover Portfolio listed in the
table below will become a shareholder of the Vista Portfolio listed opposite
the Hanover Portfolio (each Hanover or Vista Portfolio being referred to
herein as the "corresponding" Hanover or Vista Portfolio to the respective
Vista or Hanover Portfolio listed opposite its name). One of the currently
existing Vista Portfolios will be renamed in connection with the
Reorganization, as indicated in the table below.
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Hanover Portfolio Vista Portfolio
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100% U.S. Treasury Securities Vista 100% U.S. Treasury Securities
Money Market Fund Money Market Fund*
U.S. Treasury Money Market Fund Vista Treasury Plus Money Market Fund
Government Money Market Fund Vista U.S. Government Money Market Fund
Cash Management Fund Vista Cash Management Fund**
Tax Free Money Market Fund Vista Tax Free Money Market Fund
New York Tax Free Money
Market Fund Vista New York Tax Free Money Market Fund
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*Vista 100% U.S. Treasury Securities Money Market Fund is a newly organized
portfolio of Vista created for the purpose of operating as a successor to
the 100% U.S. Treasury Securities Money Market Fund of Hanover in
connection with the Reorganization.
**Currently known as the Vista Global Money Market Fund.
Under the proposed Reorganization, shareholders of each Hanover Portfolio
will receive Vista Shares in a Vista Portfolio with a substantially identical
investment objective and similar investment policies and restrictions. In
addition, purchase, redemption and dividend policies will remain
substantially unchanged.
The investment advisers to the Hanover Portfolios are The Portfolio Group,
Inc. ("TPG") (with respect to the Hanover 100% U.S. Treasury Securities Money
Market Fund, the Hanover U.S. Treasury Money Market Fund, the Hanover
Government Money Market Fund and the Hanover New York Tax Free Money Market
Fund), and Texas Commerce Bank, National Association (with respect to the
Hanover Cash Management Fund and the Hanover
3
<PAGE>
Tax Free Money Market Fund) ("TCBNA"). TPG is a wholly-owned direct
subsidiary of CBC and TCBNA is an indirect wholly-owned subsidiary of CBC.
The Chase Manhattan Bank, N.A. serves as the investment adviser to each of
the existing Vista Portfolios. Pursuant to the Bank Merger described below
under "Reasons for the Reorganization," The Chase Manhattan Bank, N.A. will
be merged with and into Chemical Bank, at which time Chemical Bank will
assume the Chase Manhattan name (as used herein, the term "Chase" refers to
The Chase Manhattan Bank, N.A. and its successor in the Bank Merger, and the
term "Adviser" means Chase (including its successor in the Bank Merger) in
its capacity as investment adviser to the Vista Portfolios.). Following
consummation of the Reorganization involving Hanover and Vista, Chase will
serve as investment adviser to each of the Vista Portfolios. In addition,
Chase Asset Management, Inc. ("CAM"), a wholly-owned operating subsidiary of
Chase, will serve as the sub-investment adviser to each Vista Portfolio,
other than the Vista Cash Management Fund and the Vista Tax Free Money Market
Fund, following the consummation of the Reorganization pursuant to an
agreement with Chase and will manage each such portfolio on a day-to-day
basis. TCBNA, which currently serves as the investment adviser to the Hanover
Cash Management Fund and the Hanover Tax Free Money Market Fund, will serve
as the sub-investment adviser to the Vista Cash Management Fund and the Vista
Tax Free Money Market Fund following the consummation of the Reorganization
pursuant to an agreement with Chase and will manage those portfolios on a
day-to-day basis.
For the reasons set forth above and those set forth below under "Reasons
for the Reorganization," the Hanover Board, including all of the Independent
Directors, has unanimously concluded that the Reorganization would be in the
best interests of the shareholders of each Hanover Portfolio, and that the
interests of existing shareholders of each Hanover Portfolio would not be
diluted as a result of the transactions contemplated by the Reorganization.
For all of the reasons noted, the Hanover Board has unanimously recommended
approval of the Reorganization.
The consummation of the Reorganization is contingent on the satisfaction
of the conditions described below under "Information About the
Reorganization." Prior to or effective upon the consummation of the
Reorganization, it is anticipated that Vista will effect changes to certain
of its procedures and investment policies and limitations, as well as to the
composition of Vista's Board of Trustees (the "Vista Board") (collectively,
the "Related Changes"). However, the failure to effect any or all of the
Related Changes will not prevent the Reorganization from occurring.
Information contained herein with respect to Vista and the Vista Portfolios
describes the Related Changes where so indicated.
If the Reorganization were to have been consummated as of November 30,
1995, the approximate resulting aggregate net assets of the (1) Vista 100%
U.S. Treasury Securities Money Market Fund would be $1,338,000,000, (2) Vista
Treasury Plus Money Market Fund would be $1,804,000,000, (3) Vista U.S.
Government Money Market Fund would be $3,753,000,000, (4) Vista Cash
Management Fund would be $2,504,000,000, (5) Vista Tax Free Money Market Fund
would be $753,000,000 and (6) Vista New York Tax Free Money Market Fund would
be $633,000,000.
Tax Consequences. Prior to the consummation of the Reorganization, counsel
to Hanover will issue an opinion that no gain or loss will be recognized by
the Vista Portfolios or the Hanover Portfolios or shareholders of the Hanover
Portfolios for federal income tax purposes as a result of the Reorganization.
The holding period and tax basis of the shares of a Vista Portfolio received
by a shareholder of the corresponding Hanover Portfolio will be the same as
the holding period and tax cost basis of the shareholder's shares of the
corresponding Hanover Portfolio. In addition, the holding period and tax
basis of the assets of a Hanover Portfolio transferred to the corresponding
Vista Portfolio as a result of the Reorganization will be the holding period
and tax basis of those assets in the hands of that Hanover Portfolio
immediately prior to the Reorganization. For further information about the
tax consequences of the Reorganization, see "Information about the
Reorganization--Federal Income Tax Consequences."
Investment Objectives and Policies. The following table sets forth the
investment objective of each Hanover Portfolio and its corresponding Vista
Portfolio and their investment approach. Although each Hanover Portfolio and
its corresponding Vista Portfolio have substantially identical investment
objectives and their investment policies and restrictions are similar, there
are certain differences in the investment policies and restrictions of the
portfolios that should be considered by shareholders of the Hanover
Portfolios. See "Comparison of Investment Objectives and Policies."
4
<PAGE>
<TABLE>
<CAPTION>
Hanover Portfolio and
Corresponding Vista Portfolio Investment Objective and Approach
<S> <C>
Hanover 100% U.S. Treasury Securities Seek to provide as high a level of current income as is
Money Market Fund and Vista 100% U.S. consistent with maximum safety of principal and maintenance
Treasury Securities Money Market Fund of liquidity, by investing only in short-term U.S. Treasury
obligations.
Hanover U.S. Treasury Money Market Seek to provide maximum current income as is consistent with
Fund and Vista Treasury Plus Money the preservation of capital and maintenance of liquidity, by
Market Fund investing only in short-term U.S. Treasury obligations, and
repurchase agreements collateralized by such securities.
Hanover Government Money Market Fund Seek to provide as high a level of income as is consistent
and Vista U.S. Government Money Market with the preservation of capital and maintenance of
Fund liquidity, by investing in short-term U.S. Treasury
obligations issued or guaranteed by the U.S. Treasury,
agencies or instrumentalities of the U.S. Government, and
repurchase agreements collateralized by such securities.
Hanover Cash Management Fund and Vista Seek to provide maximum current income consistent with
Cash Management Fund* preservation of capital and maintenance of liquidity, by
investing in high-quality short term U.S. dollar-
denominated money market instruments.
Hanover Tax Free Money Market Fund and Seek to provide as high a level of current income which is
Vista Tax Free Money Market Fund exempt from federal income taxes as is consistent with the
preservation of capital and maintenance of liquidity, by
investing primarily in short-term municipal obligations.
Hanover New York Tax Free Money Market Seek to provide as high a level of current income which is
Fund and Vista New York Tax Free Money exempt from federal, New York State and New York City
Market Fund personal income taxes as is consistent with the preservation
of capital and maintenance of liquidity, by investing
primarily in short-term municipal obligations issued by or
on behalf of the State of New York, its instrumentalities or
political subdivisions.
</TABLE>
*Currently known as the Vista Global Money Market Fund.
Additional Trust Portfolios. In addition to the Vista Portfolios referred
to above, Vista currently offers six additional portfolios, three of which
are money market portfolios--Vista Prime Money Market Fund, Vista California
Tax Free Money Market Fund and Vista Federal Money Market Fund, and three of
which are tax-free fixed-income portfolios and are not money market
portfolios--Vista Tax Free Income Fund, Vista New York Tax Free Income Fund
and Vista California Intermediate Tax Free Income Fund. Vista may add
additional portfolios from time to time in the future.
Fees and Expenses. The tables which follow set forth ratios of expenses to
average net assets ("Expense Ratios") and expense examples for the Hanover
Portfolios for the year ended November 30, 1995, as incurred after giving
effect to certain voluntary fee waivers during the period ("Current" -- Column
1), as incurred without giving effect to such waivers ("Current Contractual"--
Column 2) and as are permitted to be incurred based upon the maximum levels
provided for under current contractual arrangements ("Maximum Contractual"--
Column 3), and the pro-forma expense ratios and expense examples for the Vista
Shares of the corresponding Vista Portfolios as if the Reorganization had
occurred at the commencement of the fiscal year ended August 31, 1995 based
upon the fee arrangements that will be in place upon the consummation of the
Reorganization, both reflecting the commitment by Chase, described below,
voluntarily to waive fees and/or reimburse expenses in an amount sufficient to
maintain the expense ratios for Vista Shares of the Vista Portfolios at the
levels indicated for a period of at least one year period following
consummation of the Reorganization ("Committed"-- Column 4), and without
giving effect to such commitment based upon the maximum levels provided for
under the contractual arrangements to be in effect upon the consummation of
the Reorganization ("Contractual"-- Column 5).
5
<PAGE>
As indicated in the tables below, after giving effect to the commitment by
Chase to maintain the "Total Fund Operating Expenses" of the Vista Portfolios
for a period of at least one year following the consummation of the
Reorganization, the Committed "Total Fund Operating Expenses" for Vista Shares
of each Vista Portfolio for such one year period are lower than the Maximum
Contractual "Total Fund Operating Expenses" for the corresponding Hanover
Portfolio shares for the respective periods presented.
Hanover 100% U.S. Treasury Securities Money Market Fund/
Vista 100% U.S. Treasury Securities Money Market Fund
<TABLE>
<CAPTION>
Vista
Pro-Forma Combined
Expense Ratios**
(Vista Shares)
Hanover Expense Ratios* (Unaudited)
------------------------------------ --------------------------------
(1) (2) (3) (4) (5)
Current Maximum
Current Contractual Contractual Committed Contractual
- ---------------------------------------- -------- ---------- ---------- ---------- --------------------
<S> <C> <C> <C> <C> <C>
Annual Fund Operating Expenses
(as a percentage of daily net assets)
Investment Advisory Fee 0.12% 0.15% 0.15% 0.10% 0.10%
Rule 12b-1 Distribution Plan Fee 0.00 0.00 0.10 0.10 0.10
Administration Fee 0.04 0.04 0.04 0.05 0.05
Other Expenses
Sub-Administration Fee 0.03 0.03 0.03 0.05 0.05
Shareholder Servicing 0.35 0.35 0.35 0.18 0.35
Other Operating Expenses*** 0.04 0.04 0.04 0.11 0.11
Total Other Expenses 0.42 0.42 0.42 0.34 0.51
Total Fund Operating Expenses 0.58 0.61 0.71 0.59 0.76
</TABLE>
Hanover U.S. Treasury Money Market Fund/
Vista Treasury Plus Money Market Fund
<TABLE>
<CAPTION>
Vista
Pro-Forma Combined
Expense Ratios**
(Vista Shares)
Hanover Expense Ratios* (Unaudited)
---------------------------------- -------------------------------
(1) (2) (3) (4) (5)
Current Maximum
Current Contractual Contractual Committed Contractual
- ---------------------------------------- ------ ---------- ---------- ---------- --------------------
<S> <C> <C> <C> <C> <C>
Annual Fund Operating Expenses
(as a percentage of daily net assets)
Investment Advisory Fee 0.12% 0.15% 0.15% 0.10% 0.10%
Rule 12b-1 Distribution Plan Fee 0.00 0.00 0.10 0.10 0.10
Administration Fee 0.04 0.04 0.04 0.05 0.05
Other Expenses
Sub-Administration Fee 0.03 0.03 0.03 0.05 0.05
Shareholder Servicing 0.35 0.35 0.35 0.20 0.35
Other Operating Expenses*** 0.04 0.06 0.06 0.09 0.09
Total Other Expenses 0.42 0.44 0.44 0.34 0.49
Total Fund Operating Expenses 0.58 0.63 0.73 0.59 0.74
</TABLE>
6
<PAGE>
Hanover Government Money Market Fund/
Vista U.S. Government Money Market Fund
<TABLE>
<CAPTION>
Vista
Pro-Forma Combined
Expense Ratios**
(Vista Shares)
Hanover Expense Ratios* (Unaudited)
----------------------------------- -------------------------------
(1) (2) (3) (4) (5)
Current Maximum
Current Contractual Contractual Committed Contractual
- ---------------------------------------- ------ ---------- ---------- ---------- --------------------
<S> <C> <C> <C> <C> <C>
Annual Fund Operating Expenses
(as a percentage of daily net assets)
Investment Advisory Fee 0.12% 0.15% 0.15% 0.10% 0.10%
Rule 12b-1 Distribution Plan Fee 0.00 0.00 0.10 0.10 0.10
Administration Fee 0.04 0.04 0.04 0.05 0.05
Other Expenses
Sub-Administration Fee 0.03 0.03 0.03 0.05 0.05
Shareholder Servicing 0.35 0.35 0.35 0.23 0.35
Other Operating Expenses*** 0.05 0.05 0.05 0.06 0.06
Total Other Expenses 0.43 0.43 0.43 0.34 0.46
Total Fund Operating Expenses 0.59 0.62 0.72 0.59 0.71
</TABLE>
Hanover Cash Management Fund/
Vista Cash Management Fund
<TABLE>
<CAPTION>
Vista
Pro-Forma Combined
Expense Ratios**
(Vista Shares)
Hanover Expense Ratios* (Unaudited)
---------------------------------- -------------------------------
(1) (2) (3) (4) (5)
Current Maximum
Current Contractual Contractual Committed Contractual
- ---------------------------------------- ------ ---------- ---------- ---------- --------------------
<S> <C> <C> <C> <C> <C>
Annual Fund Operating Expenses
(as a percentage of daily net assets)
Investment Advisory Fee 0.12% 0.15% 0.15% 0.10% 0.10%
Rule 12b-1 Distribution Plan Fee 0.00 0.00 0.10 0.00 0.00
Administration Fee 0.04 0.04 0.04 0.05 0.05
Other Expenses
Sub-Administration Fee 0.03 0.03 0.03 0.05 0.05
Shareholder Servicing 0.35 0.35 0.35 0.33 0.35
Other Operating Expenses*** 0.04 0.05 0.05 0.06 0.06
Total Other Expenses 0.42 0.43 0.43 0.44 0.46
Total Fund Operating Expenses 0.58 0.62 0.72 0.59 0.61
</TABLE>
7
<PAGE>
Hanover Tax Free Money Market Fund/
Vista Tax Free Money Market Fund
<TABLE>
<CAPTION>
Vista
Pro-Forma Combined
Expense Ratios**
(Vista Shares)
Hanover Expense Ratios* (Unaudited)
---------------------------------- -------------------------------
(1) (2) (3) (4) (5)
Current Maximum
Current Contractual Contractual Committed Contractual
- ---------------------------------------- ------ ---------- ---------- ---------- --------------------
<S> <C> <C> <C> <C> <C>
Annual Fund Operating Expenses
(as a percentage of daily net assets)
Investment Advisory Fee 0.12% 0.15% 0.15% 0.10% 0.10%
Rule 12b-1 Distribution Plan Fee 0.00 0.00 0.10 0.10 0.10
Administration Fee 0.04 0.04 0.04 0.05 0.05
Other Expenses
Sub-Administration Fee 0.03 0.03 0.03 0.05 0.05
Shareholder Servicing 0.35 0.35 0.35 0.21 0.35
Other Operating Expenses*** 0.08 0.09 0.09 0.08 0.08
Total Other Expenses 0.46 0.47 0.47 0.34 0.48
Total Fund Operating Expenses 0.62 0.66 0.76 0.59 0.73
</TABLE>
Hanover New York Tax Free Money Market Fund/
Vista New York Tax Free Money Market Fund
<TABLE>
<CAPTION>
Vista
Pro-Forma Combined
Expense Ratios**
(Vista Shares)
Hanover Expense Ratios* (Unaudited)
---------------------------------- -------------------------------
(1) (2) (3) (4) (5)
Current Maximum
Current Contractual Contractual Committed Contractual
- ---------------------------------------- ------ ---------- ---------- ---------- --------------------
<S> <C> <C> <C> <C> <C>
Annual Fund Operating Expenses
(as a percentage of daily net assets)
Investment Advisory Fee 0.12% 0.15% 0.15% 0.10% 0.10%
Rule 12b-1 Distribution Plan Fee 0.00 0.00 0.10 0.10 0.10
Administration Fee 0.04 0.04 0.04 0.05 0.05
Other Expenses
Sub-Administration Fee 0.03 0.03 0.03 0.05 0.05
Shareholder Servicing 0.35 0.35 0.35 0.20 0.35
Other Operating Expenses*** 0.06 0.07 0.07 0.09 0.09
Total Other Expenses 0.44 0.45 0.45 0.34 0.49
Total Fund Operating Expenses 0.60 0.64 0.74 0.59 0.74
</TABLE>
- ------------
* The Current expense ratios presented in Column 1 above give effect to
certain voluntary fee waivers by certain service providers to the
respective Hanover Portfolios during the periods presented. Absent such
voluntary waivers, the expense ratios would be the Current Contractual
expense ratios presented in Column 2 above. Had Hanover's distributor
incurred and sought reimbursement for distribution expenses at the maximum
level permitted under Hanover's plan of distribution, as more fully
described below, the expense ratios would be the Maximum Contractual
expense ratios presented in Column 3 above.
** The Committed expense ratios presented in Column 4 above reflect the
agreement by Chase voluntarily to waive fees payable to it and/or
reimburse expenses for a period of at least one year following the
consummation of the Reorganization to the extent necessary to prevent the
annualized "Total Fund Operating Expenses" for Vista Shares of each Vista
Portfolio for such period from exceeding 0.59% of average net assets.
Absent such agreement, the pro-forma "Total Fund Operating Expenses" would
be the Contractual expense ratios presented in Column 5 above. In addition,
Chase has agreed to waive fees payable to it and/or reimburse expenses for a
two year period following the consummation of the Reorganization to the
extent necessary to prevent the annualized "Total Fund Operating Expenses"
for Vista Shares of each Vista Portfolio during such period from exceeding
the Maximum Contractual "Total Fund Operating Expenses" presented in
Column 3 above for the corresponding Hanover Portfolio.
*** "Other Operating Expenses" include custody fees, transfer agency fees,
registration fees, legal fees, audit fees, directors' fees, insurance fees,
and other miscellaneous expenses. A shareholder may incur a $10.00 charge
for certain Vista Portfolio wire redemptions.
Example: You would pay the following expenses on a $1,000 investment based
upon payment of operating expenses at the levels set forth in the tables
above, assuming (1) 5% annual return and (2) redemption at the end of each
time period.
8
<PAGE>
<TABLE>
<CAPTION>
Corresponding
Vista Portfolio
Pro-forma Combined
Expense
(Vista Shares)
Hanover Expenses (Unaudited)
---------------------------------------- ----------------------------
(1) (2) (3) (4) (5)
Current Maximum
Current Contractual Contractual Committed Contractual
- ------------------------------------------- -------- ------------ ------------ ---------- --------------
<S> <C> <C> <C> <C> <C>
Hanover 100% U.S. Treasury Securities Money
Market Fund/Vista 100% U.S. Treasury
Securities Money Market Fund
1 Year 6 6 7 6 8
3 Years 19 19 22 19 24
5 Years 32 34 39 33 42
10 Years 72 76 87 74 94
Hanover U.S. Treasury Money Market Fund/
Vista Treasury Plus Money Market Fund
1 Year 6 6 7 6 8
3 Years 19 20 23 19 24
5 Years 32 35 40 33 41
10 Years 72 78 89 74 92
Hanover Government Money Market Fund/
Vista U.S. Government Money Market Fund
1 Year 6 6 7 6 7
3 Years 19 20 23 19 22
5 Years 33 34 39 33 39
10 Years 74 77 88 74 87
Hanover Cash Management Fund/
Vista Cash Management Fund
1 Year 6 6 7 6 6
3 Years 19 20 23 19 19
5 Years 32 34 39 33 34
10 Years 72 77 88 74 76
Hanover Tax Free Money Market Fund/
Vista Tax Free Money Market Fund
1 Year 6 7 8 6 7
3 Years 20 21 24 19 23
5 Years 34 37 42 33 40
10 Years 77 82 93 74 89
Hanover New York Tax Free Money Market Fund/
Vista New York Tax Free Money Market Fund
1 Year 6 7 8 6 8
3 Years 19 20 24 19 24
5 Years 33 36 41 33 41
10 Years 74 79 92 74 92
</TABLE>
The "Example" set forth above should not be considered a representation of
future expenses or annual return; actual expenses and annual return may be
greater or less than those shown.
9
<PAGE>
A long-term shareholder in shares of a mutual fund with 12b-1 fees, such as
each Hanover Portfolio and Vista Shares of each Vista Portfolio other than the
Vista Cash Management Fund, may pay more than the economic equivalent of the
maximum front-end sales charge permitted by the rules of the National
Association of Securities Dealers, Inc.
The table which follows summarizes certain of the expense information
presented in the preceding tables. As indicated above, after giving effect to
the commitment by Chase to maintain the expense ratios of the Vista Portfolios
for a period of at least one year following the consummation of the
Reorganization, the Committed expense ratio for Vista Shares of each Vista
Portfolio is lower than the Maximum Contractual expense ratio for the
corresponding Hanover Portfolio for the respective periods presented.
<TABLE>
<CAPTION>
Corresponding
Vista Portfolios
Pro-Forma Combined
Expense Ratios**
(Vista Shares)
Hanover Expense Ratios* (Unaudited)
----------------------------------- ------------------------
(1) (2) (3) (4) (5)
Current Maximum
Hanover Portfolios Current Contractual Contractual Committed Contractual
- ------------------ ------- ---------- ---------- --------- -----------
<S> <C> <C> <C> <C> <C>
Hanover 100% U.S. Treasury Securities Money
Market Fund 0.58 0.61% 0.71% 0.59% 0.76%
Hanover U.S. Treasury Money Market Fund 0.58 0.63 0.73 0.59 0.74
Hanover Government Money Market Fund 0.59 0.62 0.72 0.59 0.71
Hanover Cash Management Fund 0.58 0.62 0.72 0.59 0.61
Hanover Tax Free Money Market Fund 0.62 0.66 0.76 0.59 0.73
Hanover New York Tax Free Money Market Fund 0.60 0.64 0.74 0.59 0.74
</TABLE>
*The Current expense ratios presented in Column 1 above give effect to
certain voluntary fee waivers by certain service providers to the respective
Hanover Portfolios during the periods presented. Absent such voluntary
waivers, the expense ratios would be the Current Contractual expense ratios
presented in Column 2 above. Had Hanover's distributor incurred and sought
reimbursement for distribution expenses at the maximum level permitted under
Hanover's plan of distribution, as more fully described below, the expense
ratios would be the Maximum Contractual expense ratios presented in Column 3
above.
**The Committed expense ratios presented in Column 4 above reflect the
agreement by Chase voluntarily to waive fees payable to it and/or reimburse
expenses for a period of at least one year following the consummation of the
Reorganization to the extent necessary to prevent the annualized expense
ratio for Vista Shares of each Vista Portfolio for such period from exceeding
0.59% of average net assets. Absent such agreement, the pro-forma expense
ratios would be the Contractual expense ratios presented in Column 5 above.
In addition, Chase has agreed to waive fees payable to it and/or reimburse
expenses for a two year period following consummation of the Reorganization
to the extent necessary to prevent the annualized expense ratio for Vista
Shares of each Vista Portfolio during such period from exceeding the Maximum
Contractual expense ratio presented in Column 3 above for the corresponding
Hanover Portfolio.
There can be no assurance that the foregoing pro-forma expense ratios
would have been the actual expense ratios for Vista Shares of the
corresponding Vista Portfolios had the Reorganization been consummated when
assumed above, or that the foregoing pro-forma Contractual expense ratios
reflect the actual expense ratios, absent waivers and reimbursements, that
would be incurred by the Vista Shares of the corresponding Vista Portfolios
indicated above if the Reorganization is consummated.
The fee payable for investment advisory services by each Hanover Portfolio
is a monthly fee at an annual rate of 0.15% of its average daily net assets,
while the fee which will be payable by each Vista Portfolio for investment
advisory services upon consummation of the Reorganization will be a monthly
fee at an annual rate of 0.10% of its average net assets.
Hanover has adopted a plan of distribution pursuant to Rule 12b-1 under
the 1940 Act which provides that each Hanover Portfolio may pay to the
distributor of its shares an annual distribution fee of up to .10% of its
average net assets as reimbursement for distribution expenses incurred. To
date, the distributor of Hanover's shares has not collected distribution fees
under the plan. The Vista Shares of the Vista Portfolios, after the
consummation of the Reorganization, will be subject to an annual distribution
fee of up to .10% of average net assets (with the exception
10
<PAGE>
of the Vista Cash Management Fund, which will not be subject to any
distribution fees) as compensation for distribution services without regard to
actual expenses incurred. The Vista Shares of the Vista Portfolios, after the
consummation of the Reorganization, will be subject to an annual shareholder
servicing fee payable periodically of up to .35% of average net assets. The
Hanover Portfolios are currently subject to an annual shareholder servicing
fee payable monthly at an annual rate of up to .35% of average net assets.
The aggregate fees payable by Hanover for administration and fund
accounting services are a monthly fee at an annual rate of .09% of the first
$500 million of average daily net assets of the Hanover Portfolios, 0.08% of
the next $500 million of such assets, and 0.07% of such assets in excess of
$1 billion, plus $25,000 per year for each Hanover Portfolio. In contrast,
the aggregate fees that will be payable by Vista for administration and fund
accounting services upon consummation of the Reorganization will be a monthly
fee at an annual rate of .10% of average daily net assets of the Vista
Portfolios, plus $45,000 per year for each Vista Portfolio and a quotation
fee of 50 cents per quote per day. Hanover and Vista each pay fees for
transfer agency services on a per account basis, which may vary depending on
the type of account involved. The fees payable by Hanover for custody
services are a monthly fee at an annual rate of .015% of the first $300
million of the aggregate average daily net assets of the Hanover Portfolios,
.010% of the next $300 million of such assets and .005% of such assets in
excess of $600 million, plus a fee of $25.00 for each transaction involving a
security which is not book-entry and $15.00 for each transaction involving a
book-entry security. The fees that will be in effect for Vista for custody
services upon consummation of the Reorganization are a monthly fee at an
annual rate of .010% of the first $250 million of the aggregate average daily
net assets, .0075% of the next $250 million of such assets and .005% of such
assets in excess of $500 million, plus a fee of $10.00 for each transaction
involving a book-entry security, $20.00 for each transaction involving a
physical security and $10 for income collections.
In addition to the fees described above, each of the Hanover Portfolios
and Vista Portfolios bears certain additional fees and expenses relating to,
among other things, printing and audit, legal and other professional
services.
For more complete information regarding the historical and projected
expenses of the Vista Portfolios, see "Additional Information about Vista --
Expenses."
Distribution and Shareholder Servicing Arrangements. Hanover Funds
Distributor, Inc. acts as distributor for Hanover (the "Hanover Distributor")
and Vista Broker-Dealer Services, Inc. acts as distributor for Vista (the
"Vista Distributor"). Hanover has adopted a plan (the "Hanover Plan") under
Rule 12b-1 under the 1940 Act. Under the Hanover Plan, each Hanover Portfolio
may, solely for the purpose of reimbursing the Hanover Distributor for
activities primarily intended to result in the sale of its shares, spend up
to .10% of its net assets annually in accordance with the Hanover Plan. As
noted above, the Hanover Portfolios currently do not bear any distribution
fees. Activities for which the Hanover Distributor may be reimbursed under
the Hanover Plan include (but are not limited to) the development and
implementation of direct mail promotions and advertising for the Hanover
Portfolios and the preparation, printing and distribution of prospectuses for
the Hanover Portfolios to recipients other than existing shareholders.
Vista has also adopted a Plan of Distribution (the "Vista Distribution
Plan") under Rule 12b-1 under the 1940 Act. Under the Vista Distribution
Plan, following the consummation of the Reorganization, each Vista Portfolio
(other than the Vista Cash Management Fund) will be authorized, effective
upon the consummation of the Reorganization, to spend up to .10% of average
net assets annually as compensation to the Vista Distributor for distribution
services provided by it. A substantial portion of the distribution fees
payable to the Vista Distributor under the Vista Distribution Plan is paid by
the Vista Distributor to non-affiliated broker-dealers for distribution
services that they provide. The fees payable to the Vista Distributor under
the Vista Distribution Plan will be payable without regard to actual expenses
incurred.
Hanover and Vista are each authorized to enter into Shareholder Servicing
Agreements with financial institutions and selected dealers ("Shareholder
Servicing Agents") which provide certain shareholder administrative support
services. Chemical and certain of its affiliates, among others, currently act
as Shareholder Servicing Agents for the Hanover Portfolios. Each Hanover
Shareholder Servicing Agent is paid a fee at an annual rate of up to .35% of
the average daily net asset value of shares in each Hanover Portfolio for
which it acts as Shareholder Servicing Agent. Chase and certain of its
affiliates, among others, currently act as Shareholder Servicing Agents for
Vista. The fees payable by Vista Shares of the Vista Portfolios for
shareholder servicing following the Reorganization will be payable at an annual
rate of up to .35% of average net assets.
Purchase and Redemption. All purchase orders for shares of Hanover
Portfolios must be placed through a Hanover Shareholder Servicing Agent or
the Hanover Distributor in accordance with procedures established by
11
<PAGE>
such Hanover Shareholder Servicing Agents or the Hanover Distributor in
connection with requirements of the accounts of customers. Purchase orders
must generally be received by the Hanover Distributor prior to 12:00 noon to
be executed on the same day. Purchase orders received by the Hanover
Distributor after 12:00 noon are only accepted in Hanover's discretion, and
orders received after 4:00 p.m., Eastern time, are not accepted. All purchase
orders for Vista Shares of Vista Portfolios must be placed through a Vista
Shareholder Servicing Agent, brokers or certain financial institutions which
have entered into Selected Dealer Agreements with the Vista Distributor
("Selected Dealers"), or the Vista Distributor in accordance with procedures
established by such Vista Shareholder Servicing Agents, Selected Dealers or
the Vista Distributor in connection with requirements of the accounts of
customers. Currently, in order for purchases of Vista Shares to be executed on
the same day, such purchase orders must be received by Vista's transfer agent
by 12:00 noon, Eastern time, for the Vista 100% U.S. Treasury Securities Money
Market Fund, the Vista Tax Free Money Market Fund and the Vista New York Tax
Free Money Market Fund, and by 2:00 p.m., Eastern time for the Vista Treasury
Plus Money Market Fund, the Vista U.S. Government Money Market Fund and the
Vista Cash Management Fund. Effective upon consummation of the Reorganization,
although the aforementioned deadlines will generally continue in effect,
purchase orders for Vista Shares of the Vista Treasury Plus Money Market Fund
and the Vista Cash Management Fund received by Vista's transfer agent after
2:00 p.m., Eastern time, and prior to 4:00 p.m., Eastern time, may be accepted
and executed on the same day in Vista's discretion. The minimum initial
purchase for individuals for Vista Shares is $2,500. This minimum will be
waived for Hanover Portfolio shareholders that receive Vista Portfolio shares
in connection with the Reorganization. The Hanover Portfolios do not have a
minimum purchase amount. Each Hanover and Vista Shareholder Servicing Agent
may establish its own terms, conditions and charges with respect to the
services provided by it.
Hanover shares may be redeemed in accordance with instructions and
limitations established by a Shareholder Servicing Agent or through the
Hanover Distributor. Vista Portfolio shares may be redeemed either through a
Shareholder Servicing Agent or through the Vista Distributor. Redemption
orders for each Hanover Portfolio and each Vista Portfolio are effected at
the net asset value per share next determined after the order is received by
the Hanover Distributor or Vista's transfer agent, as the case may be.
Payment for redemption requests received by the Hanover Distributor before
12:00 noon, Eastern time, will normally be wired or credited to the
customer's Shareholder Servicing Agent that day. Redemptions of Vista Shares
will be effected and the proceeds paid on the same day the redemption request
is made if such request is received prior to 12:00 noon, Eastern time, for
the Vista 100% U.S. Treasury Securities Money Market Fund, the Vista Tax Free
Money Market Fund and the Vista New York Tax Free Money Market Fund, and
prior to 2:00 p.m., Eastern time for the Vista Treasury Plus Money Market
Fund, the Vista U.S. Government Money Market Fund and the Vista Cash
Management Fund. Each Hanover Portfolio and Vista Portfolio may suspend the
right of redemption or postpone the date of payment for shares for more than
seven days during any period when (i) trading on the New York Stock Exchange
is restricted; (ii) the Exchange is closed for other than customary weekend
and holiday closings; or (iii) an emergency exists as determined by the
Commission.
Dividends and Distributions. Each Hanover Portfolio and each Vista
Portfolio declares dividends from available net investment income daily and
pays such dividends monthly.
Risk Factors. Because of the similarities of investment objectives and
policies of the Hanover Portfolios and the corresponding Vista Portfolios,
the risks associated with an investment in a Hanover Portfolio are
generally the same as those associated with an investment in the corresponding
Vista Portfolio. These investment risks, in general, are those typically
associated with investing in a managed portfolio of the specific types of
instruments that each Hanover Portfolio and each corresponding Vista
Portfolio invests in. The risks of investment in the Vista Cash Management
Fund and the Hanover Cash Management Fund include the risks associated with
investments in bank obligations and dollar-denominated securities of foreign
issuers. The risks of investment in the Hanover Tax Free Money Market Fund
and the Vista Tax Free Money Market Fund relate primarily to the ability of
these portfolios to concentrate investments in municipal obligations and the
risks associated with these types of investments. The Vista Tax Free Money
Market Fund is a non-diversified portfolio, unlike the Hanover Tax Free Money
Market Fund, and therefore also bears the risks associated with its
non-diversified status. The risks of investment in the Hanover New York Tax
Free Money Market Fund and the Vista New York Tax Free Money Market Fund, in
addition to including the risks associated with the Hanover Tax Free Money
Market Fund and the Vista Tax Free Money Market Fund, relate primarily to the
non-diversified nature of these portfolios and the risks associated with
obligations issued by the State of New York and its political subdivisions
and instrumentalities. Further information relating to the risks associated
with an investment in these portfolios is set forth below under "Comparison
of Investment Objectives and Policies."
12
<PAGE>
REASONS FOR THE REORGANIZATION
The Reorganization has been proposed by the Vista Board and the Hanover
Board as a result of the consequences of the merger (such merger being
referred to herein as the "Parent Merger"), announced in August 1995, of The
Chase Manhattan Corporation ("CMC") with and into Chemical Banking Corporation
("CBC"). Pursuant to the merger agreement entered into between CMC and CBC on
August 27, 1995, the effectiveness of the Parent Merger is subject to certain
conditions, including the receipt of certain regulatory approvals and the
approval of the shareholders of CMC and CBC. Following the Parent Merger,
Chase, the principal operating subsidiary of CMC and the investment adviser to
each of the Vista Portfolios, will be merged (such merger being referred to
herein as the "Bank Merger") with and into Chemical, a principal operating
subsidiary of CBC, with the surviving entity being renamed The Chase Manhattan
Bank. CMC and CBC anticipate that the Parent Merger will occur on or about
March 31, 1996 and that the Bank Merger will occur during July 1996. On
December 11, 1995, the respective shareholders of CMC and CBC voted to approve
the Parent Merger.
In determining whether to recommend approval of the Reorganization to
shareholders of Hanover, the Hanover Board (including the independent
Directors, with the advice and assistance of independent legal counsel) made
an inquiry into a number of matters and considered the following factors,
among others: (1) the advantages to each Hanover Portfolio and corresponding
Vista Portfolio as well as to CBC and its affiliates following the Parent
Merger of eliminating the unnecessary competition and duplication of effort
inherent in marketing funds having similar investment objectives; (2) the
compatibility of the investment objectives, policies, restrictions and
portfolios, as well as service features available to shareholders of each
Hanover Portfolio and each corresponding Vista Portfolio; (3) the
capabilities and resources of Chase (including Chemical as its successor in
the Bank Merger), its affiliates and other Vista service providers in the
areas of investment management, administration, fund accounting, transfer
agency, custody, marketing and shareholder servicing; (4) expense ratios and
available information regarding the fees and expenses of each Hanover
Portfolio, each corresponding Vista Portfolio and the relevant share class
thereof (historical and pro forma) as well as similar funds; (5) the
historical performance of the Vista Portfolios and the Hanover Portfolios;
(6) portfolio transaction policies of the Hanover Portfolios and the Vista
Portfolios; (7) the terms and conditions of the Reorganization and whether
the Reorganization would result in dilution of shareholder interests; (8)
costs incurred by each Hanover Portfolio and each corresponding Vista
Portfolio as a result of the Reorganization; (9) tax consequences of the
Reorganization; (10) possible alternatives to the Reorganization; and (11)
the commitment of CBC and its affiliates following the Parent Merger to
maintain and enhance its position in the money market fund business and the
prospects that the combination of the respective portfolios will ensure the
continued strength of the money market fund efforts of CBC and its affiliates
for the benefit of shareholders of the Vista Portfolios, including former
shareholders of the Hanover Portfolios.
In reaching the decision to recommend that the shareholders of each
Hanover Portfolio vote to approve the Reorganization, the Hanover Board
concluded that the participation of each Hanover Portfolio in the
Reorganization is in the best interests of its respective shareholders and
would not result in the dilution of such shareholders' interests. Their
conclusion was based on a number of factors, including the following:
1. The Reorganization would permit the shareholders of the Hanover U.S.
Treasury Money Market Fund, the Hanover Government Money Market Fund, the
Hanover Cash Management Fund, the Hanover Tax Free Money Market Fund and the
Hanover New York Tax Free Money Market Fund to pursue substantially the same
investment goals in respectively larger funds. Such larger funds should
enhance the ability of portfolio managers to effect their portfolio
transactions on more favorable terms and give portfolio managers greater
investment flexibility and the ability to select a larger number of portfolio
securities, with the attendant benefits of increased diversification. Because
the Vista 100% U.S. Treasury Securities Money Market Fund has been newly
organized to acquire the assets of the Hanover 100% U.S. Treasury Securities
Money Market Fund and will not commence operations until the consummation of
the Reorganization, the Vista 100% U.S. Treasury Securities Money Market
Fund, immediately following the Reorganization, will not be larger than the
Hanover 100% U.S. Treasury Securities Money Market Fund, but should
nonetheless benefit from being part of a larger, combined fund group.
2. Under the Reorganization, current shareholders of each of the Hanover
Portfolios would receive the investment advisory services of Chase (including
Chemical as its successor in the Bank Merger) and day-to-day management by
CAM (in the case of all Hanover Portfolios other than the Hanover Cash
Management Fund and the Hanover Tax Free Money Market Fund) or TCBNA (in the
case of the Hanover Cash Management Fund and the Hanover Tax Free Money
Market Fund). Chase, including its predecessor organizations, has over 100
years of money management experience. Chase currently manages 32 mutual fund
portfolios, which invest
13
<PAGE>
in a broad array of assets and include money market, debt and equity, and
domestic as well as international, portfolios. Also included among Chase's
accounts are commingled trust funds and a broad spectrum of individual trust
and investment management portfolios with varying investment objectives. CAM
is registered with the Commission as an investment adviser and was formed for
the purpose of providing discretionary investment advisory services to
institutional clients and to consolidate Chase's investment management
function, and the same individuals who serve as portfolio managers for CAM
also serve as portfolio managers for Chase. Current shareholders of the
Hanover Cash Management Fund and the Hanover Tax Free Money Market Fund would
continue, under the Reorganization, to receive the day-to-day investment
management services of TCBNA. TCBNA has been in the investment counselling
business since 1987 and is an indirect, wholly owned subsidiary of CBC. TCBNA
renders investment advice to a wide variety of corporations, pension plans,
foundations, trusts and individuals.
3. Through the Reorganization, shareholders of the Hanover Portfolios
would become shareholders in a larger combined fund family consisting of a
wide range of stock, bond and money market funds, including both domestic and
international portfolios.
4. It is expected that the Reorganization will lead to a more focused
marketing and distribution effort with respect to the Vista Portfolios,
thereby reducing potential investor confusion and promoting asset growth in
such portfolios.
INFORMATION ABOUT THE REORGANIZATION
Agreement and Plan of Reorganization and Liquidation. The following
summary of the Agreement is qualified in its entirety by reference to the
form of the Agreement attached to this Prospectus/Proxy Statement as Exhibit
A. The Agreement, to which Vista and Hanover are parties, provides that the
Vista 100% U.S. Treasury Securities Money Market Fund will acquire all of the
assets and liabilities of the Hanover 100% U.S. Treasury Securities Money
Market Fund in exchange for Vista Shares of the Vista 100% U.S. Treasury
Securities Money Market Fund, the Vista Treasury Plus Money Market Fund will
acquire all of the assets and liabilities of the Hanover U.S. Treasury Money
Market Fund in exchange for Vista Shares of the Vista Treasury Plus Money
Market Fund, the Vista U.S. Government Money Market Fund will acquire all of
the assets and liabilities of the Hanover Government Money Market Fund in
exchange for Vista Shares of the Vista U.S. Government Money Market Fund, the
Vista Cash Management Fund will acquire all of the assets and liabilities of
the Hanover Cash Management Fund in exchange for Vista Shares of the Vista
Cash Management Fund, the Vista Tax Free Money Market Fund will acquire all
of the assets and liabilities of the Hanover Tax Free Money Market Fund in
exchange for Vista Shares of the Hanover Tax Free Money Market Fund, and the
Vista New York Tax Free Money Market Fund will acquire all of the assets and
liabilities of the Hanover New York Tax Free Money Market Fund in exchange
for Vista Shares of the Vista New York Tax Free Money Market Fund. Subject to
the satisfaction of the conditions described below, such acquisitions shall
take place on May 6, 1996 or such other date as may be agreed upon by the
parties (the "Closing Date"). The net asset value per Vista Share for each
Vista Portfolio will be determined by dividing each portfolio's net assets
attributable to such class of its shares by the total number of its
outstanding shares of such class.
As is the case with the Hanover Portfolios, there can be no assurance that
the Vista Portfolios will be able to maintain a stable net asset value of
$1.00 per share. Portfolio securities will be valued in accordance with the
valuation practices of the Vista Portfolios, which are described below under
"Additional Information About Vista -- F. Other Information Concerning Shares
of Vista."
As promptly as practicable after the Closing Date, each Hanover Portfolio
will liquidate and distribute pro rata to its shareholders of record as of
12:00 noon (in the case of the Vista 100% U.S. Treasury Securities Money
Market Fund, the Hanover Tax Free Money Market Fund and the Hanover New York
Tax Free Money Market Fund) or as of 2:00 p.m. (in the case of the other
Hanover Portfolios) (New York time) on the Closing Date the shares of the
corresponding Vista Portfolio received by that Hanover Portfolio in the
Reorganization. Such liquidation and distribution will be accomplished by the
establishment of accounts on the share records of the Vista Portfolios in the
names of the shareholders of the corresponding Hanover Portfolio, each
account representing the respective pro rata number of shares of such Vista
Portfolio due the shareholder. After such distribution and the winding up of
its affairs, the Hanover Portfolios will be terminated and Hanover will be
dissolved and will be deregistered as an investment company under the 1940
Act.
The Vista Board and the Hanover Board have each determined, with respect
to their respective portfolios that are parties to the Reorganization, that
the interests of existing shareholders of such portfolios will not be diluted
14
<PAGE>
as a result of the transactions contemplated by the Reorganization and that
participation in the Reorganization is in the best interests of each such
portfolio's shareholders.
Certain of the existing investment limitations of the Hanover Portfolios
that require shareholder approval for amendment prohibit the Hanover
Portfolios from purchasing common stock or investing more than a stated
percentage of its assets in an issuer's securities. By approving the
Agreement, the shareholders of the Hanover Portfolios will be deemed to have
agreed to waive temporarily these limitations insofar as they might be deemed
to apply to the Reorganization.
The consummation of the Reorganization is subject to the conditions set
forth in the Agreement, including that the Parent Merger be consummated and
that the majority of the shareholders of each Hanover Portfolio approve the
Reorganization. The Agreement may be terminated and the Reorganization
abandoned at any time prior to the Closing Date, before or after approval by
the shareholders of the Hanover Portfolios, by either Hanover or Vista if (i)
any condition or covenant set forth in the Agreement has not been fulfilled
or waived by the party entitled to its benefits, (ii) there has been a
material breach by the other party or (iii) the Vista Board or the Hanover
Board, as the case may be, determines that proceeding with the Reorganization
is not in the best interests of that party's shareholders. The Agreement
provides that either party may waive compliance with any of the covenants or
conditions made therein for its benefit, except for certain conditions
regarding the receipt of regulatory approvals.
The expenses of the Reorganization, including the cost of a proxy
soliciting agent that has been retained (see "Voting Information"), will be
borne by CBC and/or CMC.
Approval of the Agreement will require the affirmative vote of the holders
of at least a majority of the outstanding shares of each Hanover Portfolio
entitled to vote on the matter. If the Reorganization is not approved by the
shareholders of each Hanover Portfolio or is not consummated for any other
reason, the Hanover Board will consider other possible courses of action.
Approval of the Agreement by the shareholders of each Hanover Portfolio will
also constitute approval of Hanover's dissolution and deregistration under
the 1940 Act following consummation of the Reorganization. See "Voting
Information" below.
THE HANOVER BOARD HAS UNANIMOUSLY RECOMMENDED
APPROVAL OF THE AGREEMENT.
Description of Shares of Vista. Shareholders of each Hanover Portfolio
will be issued Vista Shares of the corresponding Vista Portfolio in
accordance with the procedures provided for in the Agreement as described
above. Each such share will be fully paid and non-assessable when issued with
no personal liability attaching to the ownership thereof and transferable
without restrictions and will have no preemptive or conversion rights.
Federal Income Tax Consequences. As a condition to the consummation of the
Reorganization, Hanover and Vista will each receive an opinion from Simpson
Thacher & Bartlett to the effect that, on the basis of existing provisions of
the Internal Revenue Code of 1986, as amended (the "Code"), current
administrative rules and court decisions, for federal income tax purposes:
(1) the Reorganization will constitute a reorganization within the meaning of
Section 368(a)(1) of the Code with respect to each Hanover Portfolio and its
corresponding Vista Portfolio; (2) no gain or loss will be recognized by any
of the Hanover Portfolios or the corresponding Vista Portfolios upon the
transfer of all of the assets and liabilities, if any, of each Hanover
Portfolio to its corresponding Vista Portfolio solely in exchange for
corresponding Vista Portfolio shares or upon the distribution of the shares
of the corresponding Vista Portfolios to the shareholders of the Hanover
Portfolios solely in exchange for all of their shares of the Hanover
Portfolios; (3) no gain or loss will be recognized by shareholders of any of
the Hanover Portfolios upon the exchange of such Hanover Portfolio's shares
solely for shares of its corresponding Vista Portfolio; (4) the holding
period and tax basis of the corresponding Vista Portfolio shares received by
each shareholder of each Hanover Portfolio pursuant to the Reorganization
will be the same as the holding period (provided the shares of the Hanover
Portfolios were held as a capital asset on the date of the Reorganization)
and tax basis of the shares of the Hanover Portfolio held by the shareholder
immediately prior to the Reorganization; and (5) the holding period and tax
basis of the assets of each of the Hanover Portfolios acquired by its
corresponding Vista Portfolio will be the same as the holding period and tax
basis of those assets to each of the Hanover Portfolios immediately prior to
the Reorganization. The payment by CBC and/or CMC of certain expenses of
Hanover and Vista which are directly related to the Reorganization will not
affect such opinion. However, no opinion will be given as to any other
federal income tax consequences of the payment of such expenses.
Capitalization. The following tables show the capitalization of each
Hanover Portfolio and the corresponding Vista Portfolio as of November 30,
1995, and on a pro-forma combined basis as of that date for the
Reorganization giving effect to the proposed acquisition of assets at net
asset value:
15
<PAGE>
<TABLE>
<CAPTION>
Hanover 100%
Vista 100% U.S.
U.S. Treasury Treasury
Securities Securities
Money Market Money Market Pro-Forma
Fund (1) Fund Combined
------------------- --------------- -------------
<S> <C> <C> <C>
Net Assets
Vista Shares (2) $0 $1,337,548,821 $1,337,548,821
Premier Shares $0 $0 $0
Institutional Shares $0 $0 $0
Net Asset Value per Share
(3) -- $1.00 $1.00
Shares Outstanding 0 1,337,562,968 1,337,562,968
</TABLE>
<TABLE>
<CAPTION>
Vista Treasury
Plus Hanover U.S.
Money Market Treasury Pro-Forma
Fund Money Market Fund Combined
--------------- ----------------- -------------
<S> <C> <C> <C>
Net Assets
Vista Shares (2) $0 $1,663,828,952 $1,663,828,952
Premier Shares $ 55,909,617 $0 $55,909,617
Institutional Shares $ 83,936,697 $0 $83,936,697
Net Asset Value per Share(3) $1.00 $1.00 $1.00
Shares Outstanding 139,829,131 1,663,828,952 1,803,658,083
</TABLE>
<TABLE>
<CAPTION>
Hanover
Vista U.S. Government
Government Money Market Pro-Forma
Money Market Fund Fund Combined
----------------- -------------- -------------
<S> <C> <C> <C>
Net Assets
Vista Shares (2) $348,724,311 $1,551,998,439 $1,900,722,750
Premier Shares $1,064,318,943 $0 $1,064,318,943
Institutional Shares $787,731,705 $0 $787,731,705
Net Asset Value per Share(3) $1.00 $1.00 $1.00
Shares Outstanding 2,200,773,505 1,551,998,439 3,752,771,944
</TABLE>
<TABLE>
<CAPTION>
Vista Cash Hanover Cash
Management Management Pro-Forma
Fund Fund Combined
------------ ------------ -------------
<S> <C> <C> <C>
Net Assets
Vista Shares (2) $100,904,317 $1,634,493,092 $1,735,397,409
Premier Shares $423,768,849 $0 $423,768,849
Institutional Shares $344,735,362 $0 $344,735,362
Net Asset Value per Share(3) $1.00 $1.00 $1.00
Shares Outstanding 869,343,150 1,634,493,092 2,503,836,242
</TABLE>
<TABLE>
<CAPTION>
Vista Tax Free Hanover Tax Free
Money Market Money Market Pro-Forma
Fund Fund Combined
-------------- -------------- -------------
<S> <C> <C> <C>
Net Assets
Vista Shares (2) $155,137,950 $314,466,384 $469,604,334
Premier Shares $152,377,832 $ 0 $152,377,832
Institutional Shares $130,800,571 $ 0 $130,800,571
Net Asset Value per Share(3) $1.00 $1.00 $1.00
Shares Outstanding 438,154,570 314,512,105 752,666,675
</TABLE>
<TABLE>
<CAPTION>
Vista New York Hanover New York
Tax Free Tax Free
Money Market Money Market Pro-Forma
Fund Fund Combined
-------------- -------------- -------------
<S> <C> <C> <C>
Net Assets
Vista Shares (2) $380,464,579 $252,621,101 $633,085,680
Net Asset Value per Share(3) $1.00 $1.00 $1.00
Shares Outstanding 380,451,873 252,668,725 633,120,598
</TABLE>
(1) The Vista 100% U.S. Treasury Securities Money Market Fund has been newly
organized to acquire the assets of the Hanover 100% U.S. Treasury Securities
Money Market Fund; no shares are outstanding at November 30, 1995.
(2) Information presented for the corresponding Hanover Portfolio is for the
class of shares that will receive the class of shares of the corresponding
Vista Portfolio indicated pursuant to the Reorganization.
(3) For each class of shares outstanding.
16
<PAGE>
VOTING INFORMATION
Proxies from the shareholders of each Hanover Portfolio are being solicited
by the Hanover Board for the Special Meeting of Shareholders to be held on
April 2, 1996 at the offices of The Chase Manhattan Bank, N.A., 101 Park
Avenue, 17th Floor, New York, New York, 10178 at 2:00P.M. or at such later
time as necessary by adjournment. A proxy may be revoked at any time before
the meeting by oral or written notice to Hanover. Unless revoked, all valid
proxies will be voted in accordance with the specification thereon, or in the
absence of specification, for approval of the Agreement. Approval of the
Agreement will require the affirmative vote of the holders of at least a
majority of the outstanding shares of each portfolio of Hanover entitled to
vote thereon. Approval of the Agreement by the shareholders of each Hanover
Portfolio will also constitute approval of Hanover's dissolution and
deregistration under the 1940 Act following consummation of the
Reorganization.
Proxies are to be solicited by mail. Additional solicitations may be made by
telephone, telegram or personal contact by officers, employees or agents of
CBC and its affiliates. Each Hanover Portfolio has retained Chemical Mellon
Shareholder Services LLC, 85 Challenger Road, Overpeck Center, Ridgefield
Park, New Jersey 07660 to assist in the solicitation of proxies in connection
with the Reorganization. The cost of solicitation is estimated to be $25,000,
and will be paid by CBC and/or CMC.
Under the Agreement, shareholders of each Hanover Portfolio will receive
Vista Shares of the corresponding Vista Portfolio, as described above, with
an aggregate net asset value equal to the value of the shareholder's
investment in each Hanover Portfolio at the effective time of the
transaction. This method of valuation is also consistent with interpretations
of Rule 22c-1 under the 1940 Act by the Commission's Division of Investment
Management. Any shareholder of a Hanover Portfolio may redeem his or her
shares at the then current net asset value prior to the Closing Date.
Shareholders of the Hanover Portfolios of record at the close of business on
January 22, 1996 will be entitled to vote at the Special Meeting or any
adjournment of the meeting. The holders of a majority of the shares
outstanding of each such Hanover Portfolio at the close of business on that
date present in person or represented by proxy will constitute a quorum for
the meeting; however, as noted above, the affirmative vote of at least a
majority of the shares outstanding of each such Hanover Portfolio at the close
of business on that date is required to approve the Reorganization.
Shareholders are entitled to one vote for each share held and fractional votes
the fractional shares held. As of January 22, 1996, as shown on the books of
Hanover, there were issued and outstanding 1,446,354,516 shares of the Hanover
100% U.S. Treasury Securities Money Market Fund, 1,693,949,675 shares of the
Hanover U.S. Treasury Money Market Fund, 1,563,675,574 shares of the Hanover
Government Money Market Fund, 1,586,054,026 shares of the Hanover Cash
Management Fund, 349,193,296 shares of the Hanover Tax Free Money Market Fund,
and 313,256,305 shares of the Hanover New York Tax Free Money Market Fund. The
votes of the shareholders of the corresponding Vista Portfolios are not being
solicited to approve the Reorganization, since their approval or consent is
not required with respect to the Reorganization. Their votes are being
solicited, however, in connection with the approval of certain of the Related
Changes.
The Agreement was approved for Hanover by unanimous vote of the Hanover
Board, including all of the Directors then serving who were not interested
persons of Hanover or Vista (other than in their capacity as Trustees or
Directors of Vista or Hanover, as the case may be).
COMPARISON OF INVESTMENT OBJECTIVES AND POLICIES
The investment objective of each Vista Portfolio and the corresponding
Hanover Portfolio are substantially identical. In seeking to achieve its
investment objective, each Vista Portfolio is guided by investment policies
and restrictions that are substantially similar, except as otherwise noted
below, to those of the corresponding Hanover Portfolio.
The investment objective and policies of each of the Vista Portfolios,
after giving effect to the Related Changes except where otherwise indicated,
are set forth below, together with a discussion of the primary differences
from those of the respective corresponding Hanover Portfolios. The investment
objective of each Vista Portfolio is fundamental and may not be changed
without the affirmative vote of a majority of its outstanding shares. Of
course, achievement of these objectives cannot be guaranteed.
The Vista Portfolios seek to maintain a net asset value of $1.00 per share
for purchases and redemptions. To do so, the Vista Portfolios, like the
Hanover Portfolios, use the amortized cost method of valuing securities
pursuant
17
<PAGE>
to Rule 2a-7 under the 1940 Act, certain requirements of which are summarized
as follows. In accordance with Rule 2a-7, the Vista Portfolios are required
to maintain a dollar-weighted average portfolio maturity of 90 days or less
and purchase only instruments which have or are deemed to have remaining
maturities of 397 days or less. Each Vista Portfolio invests only in U.S.
dollar denominated securities determined in accordance with procedures
established by the Board of Trustees of Vista to present minimal credit risks
and which are rated in the highest short-term rating category (the two
highest short-term rating categories in the case of the Vista New York Tax
Free Money Market Fund) by at least two nationally recognized statistical
rating organizations ("NRSROs") (or one rating organization if the instrument
was rated only by one such organization) or, if unrated, are of comparable
quality as determined in accordance with procedures established by the Board
of Trustees of Vista. If a security is backed by an unconditional demand
feature, the issuer of the demand feature rather than the issuer of the
underlying security may be relied upon in determining whether the foregoing
criteria have been met. Securities in which the Vista Portfolios and Hanover
Portfolios invest may not earn as high a level of current income as long-term
or lower quality securities.
A. VISTA 100% U.S. TREASURY SECURITIES MONEY MARKET FUND
The investment objective of the Vista 100% U.S. Treasury Securities Money
Market Fund is to seek to provide maximum current income consistent with
maximum safety of principal and maintenance of liquidity. The Vista 100% U.S.
Treasury Securities Money Market Fund seeks to achieve its investment
objective by investing in obligations issued by the U.S. Treasury, including
U.S. Treasury bills, bonds and notes, which differ principally only in their
interest rates, maturities and dates of issuance. The Vista 100% U.S.
Treasury Securities Money Market Fund does not purchase securities issued or
guaranteed by agencies or instrumentalities of the U.S. Government, nor does
it enter into repurchase agreements. The dollar weighted average maturity of
the Vista 100% U.S. Treasury Securities Money Market Fund will be 90 days or
less. Although the Vista 100% U.S. Treasury Securities Money Market Fund
seeks to be fully invested, at times it may hold uninvested cash reserves,
which would adversely affect its yield.
Although the Vista 100% U.S. Treasury Securities Money Market Fund's
investment objective may not be changed without shareholder approval, such
approval is not required to change any of the other investment policies
discussed above or in "G. Additional Information on Investment Policies and
Techniques," except for policies identified as fundamental.
Differences with Hanover 100% U.S. Treasury Securities Money Market Fund
Because the Vista 100% U.S. Treasury Securities Money Market Fund has been
created for the purpose of operating as a successor to the Hanover 100% U.S.
Treasury Securities Money Market Fund in connection with the Reorganization,
the investment objective, policies and restrictions of the Vista 100% U.S.
Treasury Securities Money Market Fund and the Hanover 100% U.S. Treasury
Securities Money Market Fund are substantially identical, except for certain
differences discussed below under "G. Additional Information on Investment
Policies and Techniques" and "H. Investment Limitations."
B. VISTA TREASURY PLUS MONEY MARKET FUND
The investment objective of the Vista Treasury Plus Money Market Fund is to
seek to provide maximum current income consistent with preservation of
capital and maintenance of liquidity. The Vista Treasury Plus Money Market
Fund seeks to achieve its investment objective by investing in obligations
issued by the U.S. Treasury, including U.S. Treasury bills, bonds and notes.
In addition, the Vista Treasury Plus Money Market Fund will seek to enhance
its yield by investing in repurchase agreements which are fully
collateralized by U.S. Treasury obligations. The dollar weighted average
maturity of the Vista Treasury Plus Money Market Fund will be 60 days or
less. Although the Vista Treasury Plus Money Market Fund seeks to be fully
invested, at times it may hold uninvested cash reserves, which would
adversely affect its yield.
The Vista Treasury Plus Money Market Fund may invest in U.S. Government
securities issued or guaranteed as to principal and interest by the U.S.
Government, including U.S. Treasury bills, bonds, and notes, which differ
principally only in their interest rates, maturities and dates of issuance.
Although the Vista Treasury Plus Money Market Fund's investment objective may
not be changed without shareholder approval, such approval is not required to
change any of the other investment policies discussed above or in "G.
Additional Information on Investment Policies and Techniques," except for
policies identified as fundamental.
18
<PAGE>
Differences with Hanover U.S. Treasury Money Market Fund
In contrast to the Vista Treasury Plus Money Market Fund, the Hanover U.S.
Treasury Money Market Fund is permitted to maintain a dollar weighted average
portfolio maturity of up to 90 days.
For a discussion of certain additional differences between the Vista Treasury
Plus Money Market Fund and the Hanover U.S. Treasury Money Market Fund, see
"G. Additional Information on Investment Policies and Techniques" and "H.
Investment Limitations."
C. VISTA U.S. GOVERNMENT MONEY MARKET FUND
The investment objective of the Vista U.S. Government Money Market Fund is
to provide its shareholders with as high a level of current income as is
consistent with the preservation of capital and the maintenance of liquidity.
The Vista U.S. Government Money Market Fund seeks to achieve its investment
objective by investing substantially all of its assets in obligations that are
issued or guaranteed by the U.S. Treasury, by agencies of the U.S. Government,
and by instrumentalities that have been established or sponsored by the U.S.
Government, and in repurchase agreements collateralized by U.S. Government
obligations or other securities in which the Vista U.S. Government Money
Market Fund is permitted to invest. The U.S. Government obligations in which
the Vista U.S. Government Money Market Fund invests will be of high quality
and present minimal credit risk. Although the Vista U.S. Government Money
Market Fund seeks to be fully invested, at times it may hold uninvested cash
reserves, which would adversely affect its yield. Neither the United States
nor any of its agencies insures or guarantees the market value of shares of
the Vista U.S. Government Money Market Fund. The dollar weighted average
maturity of the Vista U.S. Government Money Market Fund will be 60 days or
less.
U.S. Treasury securities are backed by the "full faith and credit" of the
U.S. Government. Other U.S. Government obligations may or may not be backed
by the "full faith and credit" of the U.S. Government. In the case of
securities not backed by the "full faith and credit" of the U.S. Government,
the investor must look principally to the agency issuing or guaranteeing the
obligation for ultimate repayment, and may not be able to assert a claim
against the U.S. Government itself in the event the agency or instrumentality
does not meet its commitments.
Treasury securities include Treasury bills, Treasury notes and Treasury
bonds. Government agencies which issue or guarantee securities backed by the
"full faith and credit" of the U.S. Government include the Government National
Mortgage Association ("GNMA"), the Student Loan Marketing Association
("SLMA"), the Farmer's Home Administration and the Small Business
Administration. The U.S. Government agencies and instrumentalities that issue
or guarantee securities not backed by the "full faith and credit" of the U.S.
Government include, but are not limited to the Federal Farm Credit System, the
Federal Land Banks, the Federal Intermediate Credit Banks, the Bank for
Cooperatives, the Federal Home Loan Banks, the Federal National Mortgage
Association ("FNMA") and the Federal Home Loan Mortgage Corporation ("FHLMC").
The Vista U.S. Government Money Market Fund is also permitted to invest in
U.S. Government agency securities, which often provide higher yields than are
available from the more common types of government-backed instruments. While
they may frequently offer attractive yields, the limited-activity markets of
many of these securities means that, if the Vista U.S. Government Money
Market Fund were required to liquidate any of them, it might not be able to
do so advantageously. For additional information on these types of
securities, see "Investment Objectives, Policies and Restrictions--
Investment Policies: Specialized Kinds of Government Agency Securities" in
Vista's statement of additional information dated December 31, 1995 (the
"Vista SAI"), which is incorporated into the Statement of Additional
Information by reference.
If securities issued or guaranteed by GNMA, FNMA or FHLMC are purchased at a
premium above principal, the premium is not guaranteed by the issuing agency
and a decline in the market value to par may result in a loss to the Vista
U.S. Government Money Market Fund of the premium, which may be particularly
likely in the event of a prepayment.
Shareholder approval is currently required to change any of the investment
policies discussed above or in "G. Additional Information on Investment
Policies and Techniques." Upon consummation of the Reorganization,
shareholder approval will no longer be required to change any of the
investment policies (other than the investment objective) discussed above or
in "G. Additional Information on Investment Policies and Techniques" if
approval to eliminate the shareholder approval requirement is obtained from
the shareholders of the Vista U.S. Government Money Market Fund.
Differences with Hanover Government Money Market Fund
In contrast to the Vista U.S. Government Money Market Fund, the Hanover
Government Money Market Fund is permitted to maintain a dollar weighted
average portfolio maturity of up to 90 days.
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In contrast to the Vista U.S. Government Money Market Fund, the investment
policies of the Hanover Government Money Market Fund generally are not
fundamental and therefore may be changed without shareholder approval.
However, as noted above, upon consummation of the Reorganization, shareholder
approval will no longer be required to change the investment policies (other
than the investment objective) of the Vista U.S. Government Money Market Fund
if approval to eliminate the shareholder approval requirement is obtained
from shareholders of the Vista U.S. Government Money Market Fund.
The Vista U.S. Government Money Market Fund is required as a matter of policy
to invest at least 80% of its assets in obligations issued or guaranteed by
the U.S. Treasury, by agencies of the U.S. Government and by
instrumentalities that have been established or sponsored by the U.S.
Government, and in repurchase agreements collateralized by U.S. Government
obligations or other securities in which the Vista U.S. Government Money
Market Fund may invest. In contrast, the Hanover Government Money Market Fund
is required to invest all of its assets in the foregoing.
In contrast to the Vista U.S. Government Money Market Fund, the Hanover
Government Money Market Fund may invest without limitation in participation
interests and certificates of indebtedness.
For a discussion of certain additional differences between the Vista U.S.
Government Money Market Fund and the Hanover Government Money Market Fund,
see "G. Additional Information on Investment Policies and Techniques" and "H.
Investment Limitations."
D. VISTA CASH MANAGEMENT MONEY MARKET FUND
The investment objective of the Vista Cash Management Fund is to seek to
provide maximum current income consistent with preservation of capital and
maintenance of liquidity. The Vista Cash Management Fund seeks to achieve its
investment objective by investing in high-quality, short-term U.S.
Dollar-denominated money market instruments. The Vista Cash Management Fund
invests in (i) U.S. Dollar-denominated high quality commercial paper and
other short-term obligations, including floating and variable rate master
demand notes of U.S. and foreign corporations; (ii) U.S. Dollar denominated
obligations of foreign governments and supranational agencies (e.g., the
International Bank for Reconstruction and Development); (iii) U.S. Dollar
denominated obligations issued or guaranteed by U.S. banks with total assets
exceeding $1 billion (including obligations of foreign branches of such
banks) and by foreign banks with total assets exceeding $10 billion (or the
equivalent in other currencies) which have branches or agencies in the U.S.
(including U.S. branches of such banks), or such other U.S. or foreign
commercial banks which are judged by the Adviser to meet comparable credit
standing criteria; (iv) securities issued or guaranteed as to principal and
interest by the U.S. Government or by agencies or instrumentalities thereof;
and (v) repurchase agreements related to these securities. The securities in
which the Vista Cash Management Fund invests, described in greater detail
under "G. Additional Information on Investment Policies and Techniques," will
be of high quality and present minimal credit risks. Although the Vista Cash
Management Fund seeks to be fully invested, at times it may hold uninvested
cash reserves, which would adversely affect its yield.
All of the Vista Cash Management Fund's investments will be in U.S. Dollar
denominated securities with remaining maturities of 397 days or less. Certain
instruments issued or guaranteed by issuers, including the U.S. Government or
agencies thereof, which have a variable rate of interest readjusted no less
frequently than annually are deemed to have a maturity equal to the period
remaining until the next readjustment of the interest rate.
U.S. Government Securities. The Vista Cash Management Fund may invest in U.S.
Government securities issued or guaranteed as to principal and interest by
the U.S. Government or by agencies or instrumentalities thereof including
certain U.S. Treasury obligations, consisting of bills, notes and bonds,
which principally differ only in their interest rates, maturities and times
of issuance, and obligations issued or guaranteed by U.S. Government agencies
and instrumentalities which are primarily supported by the full faith and
credit of the U.S. Treasury, such as securities of the Small Business
Administration. In addition, the Vista Cash Management Fund may invest in
those obligations supported by (i) the limited authority of the issuer to
borrow from the U.S. Treasury (such as securities of the Student Loan
Marketing Association), (ii) the authority of the U.S. Government to purchase
certain obligations of the issuer (such as securities of FNMA), or (iii) only
the credit of the issuer. No assurance can be given that the U.S. Government
will provide financial support to U.S. Government agencies and
instrumentalities as described in clauses (i), (ii) or (iii) above in the
future, other than as set forth above, since it is not obligated to do so by
law. The Vista Cash Management Fund is also permitted to invest in certain
specialized U.S. Government agency securities, which often provide higher
yields than are available from the more common types of government backed
instruments. While they may frequently offer attractive yields, the
limited-activity markets of many of these securities means that, if the Vista
Cash Management Fund were required to liquidate any of them, it might not be
able to do so advantageously.
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Domestic Bank Obligations. The domestic bank obligations in which the Vista
Cash Management Fund may invest consist of certificates of deposit, time
deposits and bankers' acceptances issued or guaranteed by U.S. banks. Such
bank obligations may be general obligations of the parent bank or may be
limited to the issuing branch by the terms of the specific obligation or by
government regulation.
Foreign Bank Obligations. The foreign bank obligations in which the Vista
Cash Management Fund may invest consist of U.S. Dollar denominated
obligations issued or guaranteed by foreign banks, including foreign branches
of U.S. banks, foreign banks and U.S. branches of foreign banks. Such bank
obligations may be general obligations of the parent bank or may be limited
to the issuing branch by the terms of the specific obligation or by
government regulation.
Commercial Paper and Other Short-Term Obligations. The commercial paper and
other short-term obligations of U.S. and foreign issuers which may be
purchased by the Vista Cash Management Fund, other than those of bank holding
companies, include obligations which are (i) rated in the category Prime-1 by
Moody's Investors Service, Inc. ("Moody's"), A-1 by Standard & Poor's
Corporation ("Standard & Poor's"), F-1 by Fitch Investors Service, Inc.
("Fitch") or D-1 by Duff & Phelps ("D&P"), or comparably rated by another
NRSRO; or (ii) determined by the Adviser to be of comparable quality to those
rated obligations which may be purchased by the Vista Cash Management Fund at
the date of purchase or which at the date of purchase have an outstanding
debt issue rated in the highest rating category by Moody's, Standard &
Poor's, Fitch, D&P or another NRSRO. For descriptions of the ratings of
Standard & Poor's, Moody's, Fitch and D&P, see "Description of Ratings" in
Appendix A. The commercial paper and other short-term obligations of U.S.
bank holding companies which may be purchased by the Vista Cash Management
Fund include obligations issued or guaranteed by bank holding companies with
total assets exceeding $1 billion. For purposes of the size standards with
respect to banks and bank holding companies, "total deposits" and "total
assets" are determined on an annual basis by reference to an institution's
then most recent annual financial statements.
Floating and Variable Rate Obligations. The Vista Cash Management Fund also
may purchase floating and variable rate demand notes and bonds, as well as
floating and variable rate obligations of U.S. and foreign banks, which are
obligations normally having stated maturities in excess of 397 days, but
which permit the holder to demand payment of principal at any time, or at
specified intervals not exceeding 397 days, in each case upon not more than
30 days' notice. Variable rate demand notes include master demand notes which
are obligations that permit the Vista Cash Management Fund to invest
fluctuating amounts, which may change daily without penalty, pursuant to
direct arrangements between the Vista Cash Management Fund, as lender, and
the borrower. The interest rates on these notes fluctuate from time to time.
The issuer of such obligations normally has a corresponding right, after a
given period, to prepay in its discretion the outstanding principal amount of
the obligations plus accrued interest upon a specified number of days' notice
to the holders of such obligations. The interest rate on a floating rate
demand obligation is based on a known lending rate, such as a bank's prime
rate, and is adjusted automatically each time such rate is adjusted. The
interest rate on a variable rate demand obligation is adjusted automatically
at specified intervals. Frequently, such obligations are secured by letters
of credit or other credit support arrangements provided by banks. Because
these obligations are direct lending arrangements between the lender and the
borrower, it is not contemplated that such instruments will generally be
traded, and there generally is no established secondary market for these
obligations, although they are redeemable at face value. Accordingly, where
these obligations are not secured by letters of credit or other credit
support arrangements, the Vista Cash Management Fund's right to redeem is
dependent on the ability of the borrower to pay principal and interest on
demand. Such obligations frequently are not rated by credit rating agencies
and, if not so rated, the Vista Cash Management Fund may invest in them only
if the Adviser determines that at the time of investment the obligations are
of comparable quality to the other obligations in which the Vista Cash
Management Fund may invest. The Adviser, on behalf of the Vista Cash
Management Fund, will consider on an ongoing basis the creditworthiness of
the issuers of the floating and variable rate demand obligations in the Vista
Cash Management Fund's portfolio. The Vista Cash Management Fund will not
invest more than 10% of the value of its respective total assets in floating
or variable rate demand obligations as to which it cannot exercise the demand
feature on not more than seven days' notice if there is no secondary market
available for these obligations, and in other securities that are not readily
marketable.
Asset-Backed Securities. The Vista Cash Management Fund may purchase
asset-backed securities. Asset-backed securities represent defined interests
in an underlying pool of assets. Such securities may be issued as pass-
through certificates, which represent undivided fractional interests in the
underlying pool of assets. Alternatively, asset-backed securities may be
issued as interests, generally in the form of debt securities, in a special
purpose entity organized solely for the purpose of owning the underlying
assets and issuing such securities. In the latter case, such securities are
secured by and payable from a stream of payments generated by the underlying
assets. The assets
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underlying asset-backed securities are often a pool of assets similar to one
another, such as motor vehicle receivables or credit card receivables.
Alternatively, the underlying assets may be a particular type of securities,
various contractual rights to receive payments and/or other types of assets.
Asset-backed securities frequently carry credit protection in the form of
extra collateral, subordinate certificates, cash reserve accounts, letters of
credit or other enhancements. Any asset-backed securities held by the Vista
Cash Management Fund must comply with its portfolio maturity and credit
quality requirements.
Municipal Obligations. The Vista Cash Management Fund may also invest in
high-quality, short-term municipal obligations that carry yields that are
competitive with those of other types of money market instruments in which it
may invest. Dividends paid by the Vista Cash Management Fund derived from
interest on municipal obligations that may be purchased by it will be taxable
to shareholders for federal income tax purposes.
Securities of Foreign Governments and Supranational Agencies. The Vista Cash
Management Fund may invest without limitation in obligations of supranational
agencies, such as the International Bank for Reconstruction and Development,
also known as the World Bank, which are supported by subscribed, but unpaid,
commitments of its member countries. There is no assurance that these
commitments will be undertaken or complied with in the future. For a
discussion of the risks associated in investment in these securities see
"Risk Factors" below. The Vista Cash Management Fund intends to invest a
substantial portion of its total assets from time to time in securities of
foreign governments and supranational agencies.
The Vista Cash Management Fund will limit its investments in U.S.
dollar-denominated foreign government obligations to the commercial paper and
other short-term notes issued or guaranteed by the governments of Western
Europe, Australia, New Zealand, Japan and Canada.
Custodial Receipts. The Vista Cash Management Fund may acquire securities in
the form of custodial receipts that evidence ownership of future interest
payments, principal payments or both on certain U.S. Treasury notes or bonds
in connection with programs sponsored by banks and brokerage firms and are
not deemed U.S. Government securities, including "Treasury Receipts,"
"Treasury Investment Growth Receipts" ("TIGRs") and "Certificates of Accrual
on Treasury Securities" ("CATS"). These notes and bonds are held in custody
by a bank on behalf of the owners of the receipts.
Participation Interests. The Vista Cash Management Fund may invest without
limitation in participation interests (purchased from persons not affiliated
with Vista or the Adviser) in, and in certificates of indebtedness for, any
of the types of obligations discussed above. See "G. Additional Information
on Investment Policies and Techniques" for a description of participation
certificates and related risks, and further information relating to the
investment policies and techniques of the Vista Cash Management Fund.
Although the Vista Cash Management Fund's investment objective may not be
changed without shareholder approval, such approval is not required to change
any of the other investment policies discussed above or in "G. Additional
Information on Investment Policies and Techniques," except for policies
identified as fundamental.
Risk Factors. The Vista Cash Management Fund may invest without limitation
(subject to the provisions of Rule 2a-7 under the 1940 Act) in obligations
issued by banks, including U.S. banks, foreign branches of U.S. banks,
foreign banks and their branches. The Vista Cash Management Fund's ability to
invest without limitation in obligations of issuers in the U.S. and foreign
banking industries may involve certain additional credit risks, such as
defaults or downgrades, if at some future date adverse economic conditions
prevail in such industries.
Foreign bank obligations include fixed time deposits which are payable at a
stated maturity date and bear a fixed rate of interest. Generally, fixed time
deposits may be withdrawn on demand by the investor, but may be subject to
early withdrawal penalties which vary depending upon market conditions and
the remaining maturity of the obligations. The Vista Cash Management Fund
will not invest more than 10% of its total assets in fixed time deposits.
Fixed time deposits do not have a market and therefore may be regarded as
illiquid. However, there are no contractual restrictions on the right to
transfer a beneficial interest in the deposit to a third party.
U.S. banks are subject to extensive governmental regulations which may limit
both the amount and types of loans which may be made and interest rates which
may be charged. In addition, the profitability of the banking industry is
largely dependent upon the availability and cost of funds for the purpose of
financing lending operations under prevailing money market conditions.
General economic conditions as well as exposure to credit losses arising from
possible financial difficulties of borrowers play an important part in the
operations of this industry.
Foreign securities issued by foreign governments, any of their political
subdivisions, agencies and instrumentalities, debt obligations issued by
foreign banks and their branches and commercial paper issued by foreign
issuers
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involve investment risks in addition to those of domestic obligations of
domestic issuers, including the possibilities that liquidity could be
impaired because of future political and economic developments, that the
obligations may be less marketable than comparable domestic obligations of
domestic issuers, that a foreign jurisdiction might impose withholding taxes
on interest income payable on those obligations, that deposits may be seized
or nationalized, that foreign governmental restrictions such as exchange
controls may be adopted which might adversely affect the payment of principal
and interest on those obligations, that the selection of foreign obligations
may be more difficult because there may be less publicly available
information concerning foreign issuers, that there may be difficulties in
obtaining or enforcing a judgment against a foreign issuer (including
branches) or that the accounting, auditing and financial reporting standards,
practices and requirements applicable to foreign issuers may differ from
those applicable to United States issuers. In addition, foreign banks are not
subject to examination by any U.S. Government agency or instrumentality.
Differences with Hanover Cash Management Fund
Although both the Vista Cash Management Fund and the Hanover Cash Management
Fund may invest without limitation in securities of foreign governments and
supranational agencies, unlike the Vista Cash Management Fund, the Hanover
Cash Management Fund does not have a stated intention to invest a substantial
portion of its total assets from time to time in such securities.
The Vista Cash Management Fund may acquire securities in the form of
custodial receipts, including TIGRs and CATS, while the Hanover Cash
Management Fund prospectus does not mention such investments.
For a discussion of certain additional differences between the Vista Cash
Management Fund and the Hanover Cash Management Fund, see "G. Additional
Information on Investment Policies and Techniques" and "H. Investment
Limitations."
E. VISTA TAX FREE MONEY MARKET FUND
The investment objective of the Vista Tax Free Money Market Fund is to
provide its shareholders with as high a level of current income which is
excluded from gross income for federal income tax purposes as is consistent
with the preservation of capital and the maintenance of liquidity. The Vista
Tax Free Money Market Fund seeks to achieve its investment objective by
investing in short-term, fixed rate and variable rate Municipal Obligations
(as defined below under "G. Additional Information on Investment Policies and
Techniques--Municipal Obligations"). The Municipal Obligations in which the
Vista Tax Free Money Market Fund invests will be of high quality and present
minimal credit risks. Although the Vista Tax Free Money Market Fund seeks to
be fully invested, at times it may hold uninvested cash reserves, which would
adversely affect its yield.
Although the Vista Tax Free Money Market Fund will attempt to invest 100% of
its assets in Municipal Obligations, it reserves the right to invest up to
20% of the value of its total assets in securities the interest on which is
includable in gross income for federal income tax purposes or which
constitute a preference item and, therefore, may be subject to the federal
alternative minimum tax on individuals. The Vista Tax Free Money Market Fund
may invest more than 25% of its assets in Municipal Obligations secured by
bank letters of credit or guarantees. In view of this possible
"concentration" in these Municipal Obligations with bank credit support, an
investment in the Vista Tax Free Money Market Fund shares should be made with
an understanding of the characteristics of the banking industry and the
potential risks associated with such an investment. See "G. Additional
Information on Investment Policies and Techniques--Vista Tax Free Money
Market Fund and Vista New York Tax Free Money Market Fund" below. The
maturities of variable rate demand instruments held in the Vista Tax Free
Money Market Fund's portfolio will be deemed to be the longer of the demand
period or the period remaining until the next interest rate adjustment,
although the stated maturities may be in excess of 397 days.
As a fundamental policy, the Vista Tax Free Money Market Fund, during periods
of normal market conditions, will have at least 80% of its assets invested in
Municipal Obligations the interest on which, in the opinion of bond counsel,
is excluded from gross income for federal income tax purposes and does not
constitute a preference item and, therefore, will not be subject to the
federal alternative minimum tax on individuals.
As a non-fundamental policy, Municipal Obligations in which the Vista Tax
Free Money Market Fund invests must satisfy the following ratings criteria:
Municipal bonds must be rated in the category Aaa by Moody's, AAA by Standard
& Poor's or AAA by Fitch, or have a comparable rating from another NRSRO,
municipal notes must be rated in the category MIG-1 by Moody's, SP-1 by
Standard & Poor's or F-1 by Fitch, or have a comparable rating from another
NRSRO, and municipal commercial paper must be rated in the category Prime-1
by Moody's,
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A-1 by Standard & Poor's or F-1 by Fitch, or have a comparable rating from
another NRSRO, or, if any of the foregoing is unrated, it must be of
comparable quality. In connection with the foregoing requirements, Vista's
Board of Trustees has established a policy that each Municipal Obligation in
which the Vista Tax Free Money Market Fund invests must be so rated at the
time of investment by at least two NRSROs. For descriptions of the ratings of
Standard & Poor's, Moody's and Fitch, see "Description of Ratings" in
Appendix A.
For descriptions of certain types of investments that may be purchased by
the Vista Tax Free Money Market Fund, including variable rate demand
instruments, participation certificates, municipal lease obligations, "when-
issued" securities and stand-by commitments, as well as further information
and risks regarding the investment policies and techniques of the Vista Tax
Free Money Market Fund, see "G. Additional Information on Investment Policies
and Techniques" and "H. Investment Limitations." Although the investment
objective and fundamental policy referred to above may not be changed without
shareholder approval, such approval is not required to change any of the other
investment policies discussed above or in "G. Additional Information on
Investment Policies and Techniques," except for policies identified as
fundamental.
Differences with Hanover Tax Free Money Market Fund
The Vista Tax Free Money Market Fund is a non-diversified portfolio, unlike
the Hanover Tax Free Money Market Fund, and therefore may invest more than 5%
of its assets in the obligations of a single issuer on an on going basis.
The Vista Tax Free Money Market Fund attempts to invest 100% of its assets in
Municipal Obligations, but reserves the right to invest up to 20% of the
value of its total assets in securities that pay interest that is includable
in gross income for federal income tax purposes, or that is a tax preference
item under the alternative minimum tax ("AMT Items"), in the following
circumstances: pending investment of proceeds of sales of Fund shares or of
portfolio securities, pending settlement of purchases of portfolio securities
and to maintain liquidity for the purpose of meeting anticipated redemptions.
The Hanover Tax Free Money Market Fund, as a matter of current intention,
invests substantially all of its assets in obligations that are exempt from
federal income tax and that are not AMT Items, and as a fundamental policy,
under normal circumstances, with respect to at least 80% of the value of its
total assets.
For a discussion of certain additional differences between the Vista Tax Free
Money Market Fund and the Hanover Tax Free Money Market Fund, see "G.
Additional Information on Investment Policies and Techniques" and "H.
Investment Limitations."
F. VISTA NEW YORK TAX FREE MONEY MARKET FUND
The investment objective of the Vista New York Tax Free Money Market Fund is
to provide its shareholders with as high a level of current income which is
excluded from gross income for federal income tax purposes and from New York
State and New York City personal income taxes as is consistent with the
preservation of capital and the maintenance of liquidity. The Vista New York
Tax Free Money Market Fund seeks to achieve its investment objective by
investing in a non-diversified portfolio of short-term, fixed rate and
variable rate Municipal Obligations. The Municipal Obligations in which the
Vista New York Tax Free Money Market Fund invests will be of high quality and
present minimal credit risks. To the extent suitable New York Municipal
Obligations (as defined below under "G. Additional Information on Investment
Policies and Techniques--Municipal Obligations") are not available for
investment, the Vista New York Tax Free Money Market Fund may purchase
Municipal Obligations issued by other states, their agencies and
instrumentalities. Except when acceptable securities are unavailable for
investment as determined by the Adviser, at least 65% of the assets of the
Vista New York Tax Free Money Market Fund will be invested in New York
Municipal Obligations, although the exact amount of its assets invested in
such securities will vary from time to time. Although the Vista New York Tax
Free Money Market Fund seeks to be fully invested, at times it may hold
uninvested cash reserves, which would adversely affect its yield.
Although the Vista New York Tax Free Money Market Fund will attempt to invest
100% of its assets in Municipal Obligations, it reserves the right to invest
up to 20% of the value of its total assets in securities the interest on
which is includable in gross income for federal income tax purposes or which
constitutes an AMT Item (defined above under "E. Vista Tax Free Money Market
Fund"). The Vista New York Tax Free Money Market Fund may invest more than
25% of its assets in Municipal Obligations secured by U.S. bank letters of
credit or guarantees. In view of this possible "concentration" in these
Municipal Obligations with bank credit support, an investment in the Vista
New York Tax Free Money Market Fund shares should be made with an
understanding of the characteristics of the banking industry and the
potential risks associated with such an investment. See "G. Additional
Information on Investment Policies and Techniques--Vista Tax Free Money
Market Fund and Vista New York Tax Free Money Market Fund" below. The
maturities of variable rate demand instruments held in the Vista New York
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Tax Free Money Market Fund's portfolio will be deemed to be the longer of the
demand period, or the period remaining until the next interest rate
adjustment, although the stated maturities may be in excess of 397 days.
As a fundamental policy, the Vista New York Tax Free Money Market Fund,
during periods of normal market conditions, will have at least 80% of its
assets invested in obligations the interest on which, in the opinion of bond
counsel, is excluded from gross income for federal income tax purposes and
does not constitute a preference item and, therefore, will not be subject to
the federal alternative minimum tax on individuals.
As a non-fundamental policy, Municipal Obligations in which the Vista New
York Tax Free Money Market Fund invests must satisfy the following ratings
criteria: Municipal bonds must be rated in the categories Aaa or Aa by
Moody's, AAA or AA by Standard & Poor's or AAA or AA by Fitch, or have a
comparable rating from another NRSRO, municipal notes must be rated in the
categories MIG-1 or MIG-2 by Moody's, SP-1 or SP-2 by Standard & Poor's or
F-1 or F-2 by Fitch, or have a comparable rating from another NRSRO, and
municipal commercial paper must be rated in the categories Prime-1 or Prime-2
by Moody's, A-1 or A-2 by Standard & Poor's or F-1 or F-2 by Fitch, or have a
comparable rating from another NRSRO, or, if any of the foregoing is unrated,
it must be of comparable quality. In connection with the foregoing
requirements, Vista's Board of Trustees has established a policy that each
Municipal Obligation in which the Vista New York Tax Free Money Market Fund
invests must be so rated at the time of investment by at least two NRSROs.
For descriptions of the ratings of Standard & Poor's, Moody's and Fitch, see
"Description of Ratings" in Appendix A.
For descriptions of certain types of investments that may be purchased by the
Vista New York Tax Free Money Market Fund, including variable rate demand
instruments, participation certificates, municipal lease obligations,
"when-issued" securities and stand-by commitments, as well as further
information and risks regarding the investment policies and techniques of the
Vista New York Tax Free Money Market Fund of which investors should be aware,
see "G. Additional Information on Investment Policies and Techniques."
Although the investment objective and fundamental policy referred to above
may not be changed without shareholder approval, such approval is not
required to change any of the other investment policies discussed above or in
"G. Additional Information on Investment Policies and Techniques," except for
policies identified as fundamental.
Special Factors Affecting New York Municipal Obligations
Investors in the Vista New York Tax Free Money Market Fund should consider
carefully the special risks inherent in investments in New York Municipal
Obligations. These risks result from the financial condition of New York
State, certain of its public bodies and municipalities and New York City.
Beginning in early 1975, New York State, New York City and other State
entities faced serious financial difficulties which jeopardized the credit
standing and impaired the borrowing abilities of such entities and
contributed to high interest rates on, and lower market prices for, debt
obligations issued by them. A recurrence of such financial difficulties or a
failure of certain financial recovery programs could result in defaults or
declines in the market value of various New York Municipal Obligations in
which the Vista New York Tax Free Money Market Fund may invest. If there
should be a default or other financial crisis relating to New York State, New
York City, a State or City agency, or other municipality, the market value
and marketability of outstanding New York Municipal Obligations in the Vista
New York Tax Free Money Market Fund's portfolio and the interest income to it
could be adversely affected. Moreover, the effects of the Federal Tax Reform
Act of 1986 and conforming State tax legislation have added substantial
uncertainty to estimates of the State's tax revenues, which resulted in the
State's overestimate of tax receipts in the 1989 fiscal year by $1.9 billion.
In 1991, Moody's and Standard & Poor's downgraded certain obligations backed
by New York State and have placed other bonds on a watch list for possible
future downgrade. The effects of actual and proposed changes in Capital
Federal and Capital State tax laws, as well as the significant slowdown in
the New York and Regional economy, have added substantial uncertainty to
estimates of the State's tax revenues, which resulted in the State's
overestimate of General Fund cash receipts in the 1992 fiscal year by $575
million. The 1992 fiscal year was the fourth consecutive year in which the
State incurred a cash-basis operating deficit in the General Fund and issued
deficit notes. Potential recurring revenue shortfalls in future fiscal years
may adversely affect the State. On January 6, 1992, Moody's lowered the
ratings on certain appropriation-backed debt of New York State and its
agencies from A to Baa1 on January 13, 1992. Standard & Poor's lowered from A
to A- the ratings of New York State general obligation bonds. The ratings of
various agency debt, State moral obligations, contractual obligations, lease
purchase obligations and State guarantees also were lowered.
A number of pending court actions have been brought against or involve the
State, its agencies, or other municipal subdivisions of the State, which
actions relate to financing. Adverse decisions in such cases could require
extraordinary appropriations or expenditure reductions or both and might have
a materially adverse effect on the financial
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condition of the State and its agencies and municipal subdivisions. Any such
adverse effect could affect, to some extent, all municipal securities issued
by the State, its agencies, or municipal subdivisions. Potential recurring
shortfalls in future fiscal years may adversely affect New York State.
As a non-diversified Fund, the Vista New York Tax Free Money Market Fund is
not subject to the diversification requirements set forth in the 1940 Act,
and may have a larger position in a single issuer than would be the case if
the Vista New York Tax Free Money Market Fund were diversified. The
investment return on a non-diversified portfolio typically is dependent upon
the performance of a smaller number of securities relative to the number of
securities held in a diversified portfolio. The Vista New York Tax Free Money
Market Fund's assumption of large positions in the obligations of a small
number of issuers will affect the value of the Vista New York Tax Free Money
Market Fund's portfolio to a greater extent than that of a diversified
portfolio in the event of changes in the financial condition or in the
market's assessment of the issuers, and the Vista New York Tax Free Money
Market Fund's shares may be more susceptible to any single economic,
political or regulatory occurrence than the shares of a diversified fund.
Differences with Hanover New York Tax Free Money Market Fund
The Vista New York Tax Free Money Market Fund attempts to invest 100% of its
assets in Municipal Obligations, but reserves the right to invest up to 20%
of the value of its total assets in securities that pay interest that is
includable in gross income for federal income tax purposes, or AMT Items
(discussed above under "E. Vista New York Tax Free Money Market Fund"), in
the following circumstances: pending investment of proceeds of sales of Fund
shares or of portfolio securities, pending settlement of purchases of
portfolio securities and to maintain liquidity for the purpose of meeting
anticipated redemptions. The Hanover New York Tax Free Money Market Fund, as
a matter of current intention, invests substantially all of its assets in
obligations that are exempt from federal income tax and that are not AMT
Items, and as a fundamental policy, under normal circumstances, with respect
to at least 80% of the value of its total assets.
For a discussion of certain additional differences between the Vista New York
Tax Free Money Market Fund and the Hanover New York Tax Free Money Market
Fund, see "G. Additional Information on Investment Policies and Techniques"
and "H. Investment Limitations."
G. ADDITIONAL INFORMATION ON INVESTMENT POLICIES AND TECHNIQUES
Repurchase Agreements. When appropriate, each Vista Portfolio other than the
Vista 100% U.S. Treasury Securities Money Market Fund may, like the
corresponding Hanover Portfolios, enter into repurchase agreements (a
purchase of and simultaneous commitment to resell a security at an
agreed-upon price and date which is usually not more than seven days from the
date of purchase). The Vista Portfolios will enter into repurchase agreements
only with counterparties which are member banks of the Federal Reserve System
and security dealers believed creditworthy by the Trustees and only if fully
collateralized by U.S. Government obligations (in the case of the Vista
Treasury Plus Money Market Fund, U.S. Treasury obligations) or other
securities in which the Vista Portfolios are permitted to invest. In
contrast, the Hanover Portfolios may also enter into repurchase agreements
with foreign banks. In the event the seller fails to pay the agreed-to sum on
the agreed-upon delivery date, the underlying security could be sold by the
Vista Portfolio, but the Vista Portfolio might incur a loss in doing so, and
in certain cases may not be permitted to sell the security. As an operating
policy, each Vista Portfolio, through its custodian bank, takes constructive
possession of the collateral underlying repurchase agreements. Additionally,
procedures have been established for the Vista Portfolios to monitor, on a
daily basis, the market value of the collateral underlying all repurchase
agreements to ensure that the collateral is at least 102% of the value of the
repurchase agreements. No Vista Portfolio will invest more than 10% of its
respective total assets in illiquid securities, including repurchase
agreements maturing in more than seven days.
Reverse Repurchase Agreements. Subject to certain limitations described under
"H. Investment Restrictions," the Vista Portfolios, except for the Vista Tax
Free Money Market Fund and the Vista New York Tax Free Money Market Fund, may
invest in reverse repurchase agreements to avoid selling securities during
unfavorable market conditions to meet redemptions, which involve the sale of
money market securities held by the respective Vista Portfolio with an
agreement to repurchase the securities at an agreed-upon price, date and
interest payment. Reverse repurchase agreements have the same characteristics
as borrowing by the Vista Portfolios. During the time a reverse repurchase
agreement is outstanding, a Vista Portfolio will maintain a segregated
custodial account containing U.S. Government or other appropriate
high-quality debt securities having a value equal to the repurchase price.
Reverse repurchase agreements are usually for seven days or less and cannot
be repaid prior to their expiration
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dates. Reverse repurchase agreements involve the risk that the market value
of the respective Vista Portfolio securities transferred may decline below the
price at which the Vista Portfolio is obliged to purchase the securities.
Further, because a reverse repurchase agreement entered into by a Vista
Portfolio constitutes borrowing, it may have a leveraging effect. Upon
consummation of the Reorganization, the Vista Tax Free Money Market Fund and
the Vista New York Tax Free Money Market Fund each will have the ability to
enter into reverse repurchase agreements as described above if approval is
obtained from the shareholders of such Vista Portfolio.
Each Hanover Portfolio other than the Hanover 100% U.S. Treasury Securities
Fund, subject to the limitations described under "H. Investment
Restrictions," may enter into reverse repurchase agreements and would intend
to do so to avoid selling securities during unfavorable market conditions to
meet redemptions.
STRIPS and Zero Coupon Obligations. Each of the Vista Portfolios other than
the Vista 100% U.S. Treasury Securities Money Market Fund may, subject to
their investment objectives and policies, invest in separately traded
principal and interest components of securities backed by the full faith and
credit of the United States Treasury. The principal and interest components
of United States Treasury bonds with remaining maturities of longer than ten
years are eligible to be traded independently under the Separate Trading of
Registered Interest and Principal of Securities ("STRIPS") program. Under the
STRIPS program, the principal and interest components are separately issued
by the United States Treasury at the request of depository financial
institutions, which then trade the component parts separately. The interest
component of STRIPS may be more volatile than that of United States Treasury
bills with comparable maturities. In accordance with Rule 2a-7 under the 1940
Act, the Vista Portfolios' investments in STRIPS are limited to those with
maturity components not exceeding thirteen months. The Vista Portfolios will
not actively trade in STRIPS. Each Vista Portfolio will limit its investments
in STRIPS to 20% of its total assets.
In addition to investing in STRIPS, the Vista Cash Management Fund, Vista Tax
Free Money Market Fund and Vista New York Tax Free Money Market Fund may
invest in zero coupon obligations. Such obligations are debt securities that
do not pay regular interest payments. Instead, zero coupon obligations are
sold at a substantial discount from their value at maturity and, when held to
maturity, their entire return, which consists of the amortization of
discount, comes from the difference between their purchase price and maturity
value. Because interest on a zero coupon obligation is not distributed on a
current basis, the obligation tends to be subject to greater price
fluctuations in response to changes in interest rates than are ordinary
interest-paying securities with similar maturities. The value of zero coupon
obligations appreciates more during periods of declining interest rates and
depreciates more during periods of rising interest rates. In accordance with
Rule 2a-7 under the 1940 Act, investments by the Vista Cash Management Fund,
Vista Tax Free Money Market Fund and Vista New York Tax Free Money Market
Fund in zero coupon obligations are limited to those with maturities not
exceeding thirteen months. Investments by the Vista Cash Management Fund,
Vista Tax Free Money Market Fund and Vista New York Tax Free Money Market
Fund in zero coupon obligations will be limited, together with any
investments in STRIPS, to 20% of the respective total assets of those Vista
Portfolios. Under the stripped bond rules of the Internal Revenue Code of
1986, as amended, investments by the relevant Vista Portfolios in STRIPS and
zero coupon obligations will result in the accrual of interest income on such
investments in advance of the receipt of the cash corresponding to such
income.
Each Hanover Portfolio other than the Hanover 100% U.S. Treasury Securities
Fund may also invest up to 20% of its total assets in STRIPS. In contrast to
the Vista Cash Management Fund, the Hanover Cash Management Fund does not
invest in zero coupon obligations.
Illiquid Securities. Not more than 10% of the total assets of a Vista
Portfolio (other than the Vista 100% U.S. Treasury Securities Money Market
Fund) may be invested in securities which are subject to legal or contractual
restrictions on resale, including securities that are not readily marketable
and repurchase agreements maturing in more than seven days. Upon consummation
of the Reorganization, each of these Vista Portfolios instead will be
prohibited from investing 10% or more of its total assets in illiquid
securities, including repurchase agreements maturing in more than seven days
and fixed time deposits subject to withdrawal penalties having notice periods
of more than seven days, if approval of such change is obtained from the
shareholders of such Vista Portfolio. Each Hanover Portfolio (other than the
Hanover 100% U.S. Treasury Securities Money Market Fund) may not invest more
than 10% of its total assets in illiquid securities, including repurchase
agreements maturing in more than seven days and fixed time deposits subject
to withdrawal penalties having notice periods of more than seven days. The
Vista 100% U.S. Treasury Securities Money Market Fund, like the Hanover 100%
U.S. Treasury Securities Money Market Fund, may not invest any of its assets
in such securities.
In addition, the Hanover Portfolios, other than the Hanover U.S. Treasury
Money Market Fund and the Hanover 100% U.S. Treasury Securities Money Market
Fund, may elect to treat as liquid, in accordance with procedures
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established by the Hanover Board, certain investments in restricted
securities for which there may be a secondary market of qualified
institutional buyers as contemplated by Rule 144A under the Securities Act of
1933, as amended (the "Securities Act") and commercial obligations issued in
reliance on the so-called "private placement" exemption from registration
afforded by Section 4(2) of the Securities Act. Upon consummation of the
Reorganization, each Vista Portfolio other than the Vista 100% U.S. Treasury
Securities Money Market Fund and the Vista Treasury Plus Money Market Fund
will be permitted to treat as liquid the foregoing instruments in accordance
with procedures established by the Vista Board, subject to shareholder
approval of the changes with respect to each such Vista Portfolio described in
the preceding paragraph.
When-Issued or Forward Delivery Purchases. Each of the Vista Portfolios, like
the Hanover Portfolios, may purchase new issues of securities in which it is
permitted to invest on a "when-issued" or, with respect to existing issues,
on a "forward delivery" basis, which means that the securities will be
delivered at a future date beyond the customary settlement time. There is no
limit as to the amount of the commitments which may be made by a Vista
Portfolio to purchase securities on a "when-issued" or "forward delivery"
basis. A Vista Portfolio does not pay for such obligations or start earning
interest on them until the contractual settlement date. Although commitments
to purchase "when-issued" or "forward delivery" securities will only be made
with the intention of actually acquiring them, these securities may be sold
before the settlement date if deemed advisable by the Adviser.
While it is not intended that such purchases would be made for speculative
purposes, purchases of securities on a "when-issued" or "forward delivery"
basis can involve more risk than other types of purchases and have the effect
of leveraging. For example, when the time comes to pay for a "when-issued" or
"forward delivery" security, a Vista Portfolio's securities may have to be
sold in order to meet payment obligations, and a sale of securities to meet
such obligations carries with it a greater potential for the realization of
capital gain, which is not tax-exempt. Also, if it is necessary to sell the
"when-issued" or "forward delivery" security before delivery, a Vista
Portfolio may incur a loss because of market fluctuations since the time the
commitment to purchase the "when-issued" or "forward delivery" security was
made. Any gain resulting from any such sale would not be tax-exempt. For
additional information concerning these risks and other risks associated with
the purchase of "when-issued" or "forward delivery" securities as well as
other aspects of the purchase of securities on a "when-issued" or "forward
delivery" basis, see "Investment Objectives, Policies and
Restrictions--Investment Policies: When-Issued and Forward Delivery
Purchases" in the Vista SAI.
Stand-by Commitments. The Vista Portfolios may enter into put transactions,
including transactions sometimes referred to as stand-by commitments, with
respect to U.S. Government securities held in their portfolios. In a put
transaction, a Vista Portfolio acquires the right to sell a security at an
agreed-upon price within a specified period prior to its maturity date, and a
stand-by commitment entitles a Vista Portfolio to same-day settlement and to
receive an exercise price equal to the amortized cost of the underlying
security plus accrued interest, if any, at the time of exercise. In the event
that the party obligated to purchase the underlying security from a Vista
Portfolio defaults on its obligation to purchase the underlying security,
then the Vista Portfolio might be unable to recover all or a portion of any
loss sustained from having to sell the security elsewhere. Acquisition of
puts will have the effect of increasing the cost of the securities subject to
the put and thereby reducing the yields otherwise available from such
securities. Upon consummation of the Reorganization, the Vista Portfolios
(other than the Vista 100% U.S. Treasury Securities Money Market Fund and the
Vista Treasury Plus Money Market Fund) will each also be permitted to enter
into put transactions, including stand-by commitments, with respect to
securities in their portfolios other than U.S. Government securities, subject
to shareholder approval of such change with respect to each such Vista
Portfolio. For further information concerning stand-by commitments, see
"Investment Objectives, Policies and Restrictions--Investment Policies:
Stand-by Commitments" in the Vista SAI.
Each of the Hanover Portfolios, except for the Hanover 100% U.S. Treasury
Securities Money Market Fund and the Hanover U.S. Treasury Money Market Fund,
may acquire stand-by commitments with respect to its portfolio securities.
Variable Rate Securities and Participation Certificates. The variable rate
demand instruments that may be purchased by the Vista Tax Free Money Market
Fund and the Vista New York Tax Free Money Market Fund, as well as the
corresponding Hanover Portfolios, are tax exempt obligations ordinarily
having stated maturities in excess of 397 days, but which permit the holder
to demand payment of principal at any time or at specified intervals not
exceeding 397 days, in each case not more than 30 days' notice. In addition,
each Vista Portfolio may purchase certain Government securities which provide
for a periodic adjustment in the interest rate paid on the instrument and/or
permit the holder to demand payment upon a specified number of days' notice
of the unpaid principal balance plus accrued interest either from the issuer
or by drawing on a bank letter of credit, a guarantee or insurance issued
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with respect to such instrument. The variable rate securities in which the
Vista Tax Free Money Market Fund, Vista New York Tax Free Money Market Fund
and Vista Cash Management Fund may be invested include participation
certificates (and, with respect to the Vista Cash Management Fund,
certificates of indebtedness) issued by a bank, insurance company or other
financial institution, and in variable rate securities owned by such
institutions or affiliated organizations. Participation certificates are pro
rata interests in securities held by others; certificates of indebtedness or
safekeeping are documentary receipts for such original securities held in
custody by others. These instruments may have fixed, floating or variable
rates of interest, with remaining maturities of 397 days or less. If the
participation interest is unrated, or has been given a rating below that
which otherwise is permissible for purchase by one of the Vista Portfolios,
the participation interest will be backed by an irrevocable letter of credit
or guarantee of a bank that the Trustees have determined meets the prescribed
quality standards for banks, or the payment obligation otherwise will be
collateralized by U.S Government securities. (See "Investment Objectives,
Policies and Restrictions--Investment Policies: Variable Rate Securities and
Participation Certificates" in the Vista SAI.) The Adviser will monitor on an
on-going basis the ability of the underlying issuers to meet their demand
obligations. Although variable rate securities may be sold by a Vista
Portfolio, it is intended that they be held until an interest reset date,
except under certain specified circumstances. (See "Investment Objectives,
Policies and Restrictions--Investment Policies: Variable Rate Securities and
Participation Certificates" in the Vista SAI.) As a result of the variable
rate nature of these investments, a Vista Portfolio's yield will decline and
its shareholders will forego the opportunity for capital appreciation during
periods when prevailing interest rates have declined. Conversely, during
periods where prevailing interest rates have increased, a Vista Portfolio's
yield will increase and its shareholders will have reduced risk of capital
depreciation.
Certain of the variable rate obligations that may be purchased by the Vista
Tax Free Money Market Fund and the Vista New York Tax Free Money Market Fund,
like the corresponding Hanover Portfolios, may carry a demand feature that
would permit the holder to tender them back to the issuer of the underlying
instrument, or to a third party, at par value prior to maturity. Such
obligations include variable rate demand or master notes which provide for
periodic adjustments in the interest rate. Master demand notes, which are
instruments issued pursuant to an agreement between the issuer and the holder
may permit the indebtedness thereunder to vary. The holder of an obligation
with a third party demand feature may be required to pay the third party a
"tender fee," the amount of which would be periodically adjusted so that the
obligation/demand feature combination would reasonably be expected to have a
market value that approximates the par value of the obligation. The
obligation/demand feature combination would therefore be functionally
equivalent to ordinary variable rate obligations as described above, and the
Vista Tax Free Money Market Fund and the Vista New York Tax Free Money Market
Fund may purchase such obligations subject to certain conditions specified by
the Commission.
The Vista Tax Free Money Market Fund and the Vista New York Tax Free Money
Market Fund, like the corresponding Hanover Portfolios, may also invest in
participation interests in variable rate municipal obligations held by a bank
in trust or otherwise, which have demand features that permit the holder to
tender its bonds to a third party at periodic intervals and receive par
value. The Vista Tax Free Money Market Fund and the Vista New York Tax Free
Money Market Fund consider variable rate instruments structured as
participations to be essentially equivalent to other variable rate demand
obligations they purchase. The Internal Revenue Service has not ruled on
whether the interest on such participations is tax-exempt, and, accordingly,
the Vista Tax Free Money Market Fund and the Vista New York Tax Free Money
Market Fund would purchase such instruments based on opinions of bond
counsel.
The Vista Tax Free Money Market Fund and the Vista New York Tax Free Money
Market Fund, like the corresponding Hanover Portfolios, may invest without
limitation in obligations that have a demand feature permitting them to
tender the obligation to a foreign bank. The holder's ability to receive
payment in such circumstances under the demand feature from such foreign
banks may involve certain of the risks described under "D. The Vista Cash
Management Fund--Risk Factors" above, such as future political and economic
developments, the possible establishment of laws or restrictions that might
adversely affect the payment of the bank's obligations under the demand
feature and the difficulty of obtaining or enforcing a judgement against the
bank.
Other Money Market Funds. Each of the Vista Treasury Plus Money Market Fund,
the Vista U.S. Government Money Market Fund, the Vista Cash Management Fund,
the Vista Tax Free Money Market Fund and the Vista New York Tax Free Money
Market Fund may invest up to 10% of its total assets in shares of other money
market funds subject, in the case of the Vista Tax Free Money Market Fund and
the Vista New York Tax Free Money Market Fund, to the limitations on
investing in taxable money market instruments. A Vista Portfolio will only
invest in other money market funds which are subject to the requirements of
Rule 2a-7 under the 1940 Act and which are considered to present minimal
credit risks, and its investment adviser will monitor the policies and
investments
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of other money market funds in which it invests based upon information
furnished to shareholders of those funds, with respect to their compliance
with their investment objectives and Rule 2a-7.
Each of the Hanover Portfolios other than the Hanover 100% U.S. Treasury
Securities Money Market Fund and the Hanover U.S. Treasury Money Market Fund
may similarly invest up to 10% of its total assets in shares of other money
market funds.
Portfolio Securities Lending. Although the Vista Portfolios do not intend to
engage in such activity in the ordinary course of business, each Vista
Portfolio (other than the Vista Tax Free Money Market Fund and the Vista New
York Tax Free Money Market Fund) is permitted to lend its securities to
broker-dealers and other institutional investors in order to generate
additional income. Such loans of portfolio securities may not exceed 30% of
the value of a Vista Portfolio's total assets. In connection with such loans,
the Vista Portfolios will receive collateral consisting of cash, cash
equivalents, U.S. Government securities or irrevocable letters of credit
issued by financial institutions (or, in the case of the Vista Treasury Plus
Money Market Fund, U.S. Treasury obligations). Such collateral will be
maintained at all times in an amount equal to at least 102% of the current
market value of the securities loaned plus accrued interest. The Vista
Portfolios can increase their income through the investment of such
collateral. The Vista Portfolios continue to be entitled to the interest
payable or any dividend-equivalent payments received on a loaned security
and, in addition, receive interest on the amount of the loan. However, the
receipt of any dividend-equivalent payments by a Vista Portfolio on a loaned
security from the borrower will not qualify for the dividends-received
deduction. Such loans will be terminable at any time upon specified notice.
The Vista Portfolios might experience risk of loss if the institutions with
which they have engaged in portfolio loan transactions breach their
agreements with the Vista Portfolios. The risks in lending portfolio
securities, as with other extensions of secured credit, consist of possible
delays in receiving additional collateral or in the recovery of the
securities or possible loss of rights in the collateral should the borrower
experience financial difficulty. Loans will be made only to firms deemed by
the Adviser to be of good standing and will not be made unless, in the
judgment of the Adviser, the consideration to be earned from such loans
justifies the risk.
Each Hanover Portfolio may lend portfolio securities with a value not in
excess of one-third of the value of its respective total assets. However, no
Hanover Portfolio currently intends to make loans of portfolio securities
with a value in excess of 5% of the value of its total assets.
Portfolio Management and Turnover. It is intended that the Vista Portfolios
will be fully managed by buying and selling securities, as well as holding
securities to maturity. In managing the Vista Portfolios, the Adviser seeks
to take advantage of market developments, yield disparities and variations in
the creditworthiness of issuers. For a description of the strategies that may
be used by the Adviser in managing these Vista Portfolios, which may include
adjusting the average maturity of a portfolio in anticipation of a change in
interest rates, see "Investment Objectives, Policies and
Restrictions--Investment Policies: Portfolio Management" in the Vista SAI.
Generally, the primary consideration in placing portfolio securities
transactions with broker-dealers for execution is to obtain, and maintain the
availability of, execution at the most favorable prices and in the most
effective manner possible. Since money market instruments are generally
purchased in principal transactions, the Vista Portfolios pay no brokerage
commissions. For a complete discussion of portfolio transactions and
brokerage allocation, see "Investment Objectives, Policies and
Restrictions--Investment Policies: Portfolio Transactions and Brokerage
Allocation" in the Vista SAI.
Effect of Rule 2a-7 on Portfolio Management. The portfolio management of each
Vista Portfolio, like each Hanover Portfolio, is intended to comply with the
provisions of Rule 2a-7 under the 1940 Act under which, if a Vista Portfolio
meets certain conditions, it may use the "amortized cost" method of valuing
its securities. Under Rule 2a-7, the maturity of an instrument is generally
considered to be its stated maturity (or in the case of an instrument called
for redemption, the date on which the redemption payment must be made), with
special exceptions for certain kinds of instruments. Repurchase agreements
and securities loan agreements are, in general, treated as having a maturity
equal to the period remaining until they can be executed.
In accordance with the provisions of Rule 2a-7, each of the Vista Cash
Management Fund, Vista U.S. Government Money Market Fund, Vista Treasury Plus
Money Market Fund and Vista 100% U.S. Treasury Securities Money Market Fund
must: (i) maintain a dollar-weighted average portfolio maturity (see above)
not in excess of 90 days (however, as noted above, the Vista Treasury Plus
Money Market Fund and the Vista U.S. Government Money Market Fund do not plan
to have a dollar-weighted portfolio maturity in excess of 60 days); (ii)
limit its investments, including repurchase agreements, to those instruments
which are denominated in U.S. dollars, which the Board of Trustees of Vista
determines present minimal credit risks, and which are of "high quality" as
determined
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by at least two major rating services; or, in the case of any instrument
that is split-rated or not rated, of comparable quality as determined by the
Board; and (iii) not purchase any instruments with a remaining maturity (see
above) of more than 397 days. Rule 2a-7 also contains special provisions as to
the maturity of variable rate and floating rate instruments. In accordance
with the Rule, the Vista Tax Free Money Market Fund and Vista New York Tax
Free Money Market Fund must (i) maintain a dollar-weighted average portfolio
maturity of 90 days or less, (ii) purchase only instruments having remaining
maturities of 397 days or less and (iii) invest only in U.S. dollar-
denominated securities determined in accordance with procedures established by
the Board of Trustees of Vista to present minimal credit risks and which are
rated in one of the two highest rating categories for debt obligations by at
least two nationally recognized statistical rating organizations (or one
rating organization if the instrument was rated only by one such organization)
or, if unrated, are of comparable quality as determined in accordance with
procedures established by the Board of Trustees of Vista.
Municipal Obligations. "Municipal Obligations" are obligations issued by or
on behalf of states, territories and possessions of the United States, and
their authorities, agencies, instrumentalities and political subdivisions,
the interest on which, in the opinion of bond counsel, is excluded from gross
income for federal income tax purposes (without regard to whether the
interest thereon is also exempt from the personal income taxes of any state
or whether the interest thereon constitutes a preference item for purposes of
the federal alternative minimum tax). "New York Municipal Obligations" are
Municipal Obligations of the State of New York and its political subdivisions
and of Puerto Rico, other U.S. territories and their political subdivisions,
the interest on which, in the opinion of bond counsel, is exempt from New
York State and New York City personal income taxes. Municipal Obligations
consist of notes, bonds and commercial paper.
There are four major varieties of state and municipal notes: Tax Anticipation
Notes ("TANs"); Revenue Anticipation Notes ("RANs"); Bond Anticipation Notes
("BANs") and Construction Loan Notes ("CLNs").
TANs and RANs are issued by states, municipalities and other tax-exempt
issuers to finance short-term cash needs or, occasionally, to finance
construction. Most TANs and RANs are general obligations of the issuing
entity payable from taxes or revenues (respectively) expected to be received
within one year.
BANs are issued with the expectation that principal and interest of the
maturing notes will be paid out of proceeds from bonds to be issued
concurrently or at a later date. BANs are issued most frequently by revenue
bond issuers to finance such items as construction and mortgage purchases.
CLNs are issued primarily by housing agencies to finance construction of
projects for an interim period prior to a bond issue. CLNs are secured by a
lien on the property under construction, and therefore have security beyond
that of the traditional BAN.
Municipal bonds are debt obligations of states, cities, counties,
municipalities and municipal agencies (all of which are generally referred to
as "municipalities") which generally have a maturity at the time of issue of
one year or more and which are issued to raise funds for various public
purposes such as construction of a wide range of public facilities, to refund
outstanding obligations and to obtain funds for institutions and facilities.
The two principal classifications of municipal bonds are "general obligation"
and "revenue" bonds. General obligation bonds are secured by the issuer's
pledge of its full faith, credit and taxing power for the payment of
principal and interest. Issuers of general obligation bonds include states,
counties, cities, towns and other governmental units. The principal of, and
interest on, revenue bonds are payable from the income of specific projects
or authorities and generally are not supported by the issuer's general power
to levy taxes. In some cases, revenues derived from specific taxes are
pledged to support payments on a revenue bond.
In addition, certain kinds of revenue bonds are issued by or on behalf of
public authorities to provide funding for various privately operated
industrial facilities such as warehouse, office, plant and store facilities
("Private Activity Bonds"). Interest on the Private Activity Bonds is
generally, with certain exceptions, excluded from gross income for federal
income tax purposes pursuant to Section 103(a) of the Code, provided the
issuer and corporate obligor thereof continue to meet certain conditions.
Private Activity Bonds, in most cases, do not generally constitute the pledge
of the credit of the issuer of such bonds. The payment of the principal and
interest on Private Activity Bonds usually depends solely on the ability of
the user of the facilities financed by the bonds or other guarantor to meet
its financial obligations and, in certain instances, the pledge of real and
personal property as a security for payment. In the case of many Private
Activity Bonds, there is no established secondary market for their purchase
or sale and therefore they may not be readily marketable. However, Private
Activity Bonds or the participation certificates in Private Activity Bonds
purchased by a Vista Portfolio will have liquidity because they will be
supported by demand features to "high quality" banks, insurance companies or
other financial institutions which may be exercised by a Vista Portfolio at
any time.
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Issues of municipal commercial paper typically represent very short-term,
unsecured, negotiable promissory notes. These obligations are often issued to
meet seasonal working capital needs of municipalities or to provide interim
construction financing and are paid from general revenues of municipalities
or are refinanced with long-term debt. In most cases, municipal commercial
paper is backed by letters of credit, lending agreements, note repurchase
agreements (see "Investment Objectives, Policies and Restrictions--Investment
Policies: Repurchase Agreements" in the Vista SAI) or other credit facility
agreements offered by banks or other institutions which may be called upon in
the event of default by the issuer of the commercial paper.
In view of the possible "concentration" of the Vista Tax Free Money Market
Fund and the Vista New York Tax Free Money Market Fund in Municipal
Obligations secured by bank letters of credit or guarantees, an investment in
the Vista Tax Free Money Market Fund or the Vista New York Tax Free Money
Market Fund should be made with an understanding of the characteristics of
the banking industry and the risks associated with such an investment. Banks
are subject to extensive governmental regulations which may limit both the
amounts and types of loans and other financial commitments which may be made
and interest rates and fees which may be charged. The profitability of this
industry is largely dependent upon the availability and cost of capital funds
for the purpose of financing lending operations under prevailing money market
conditions. Also, general economic conditions play an important part in the
operations of this industry and exposure to credit losses arising from
possible financial difficulties of borrowers might affect a bank's ability to
meet its obligations under a letter of credit. For further information
concerning variable rate demand instruments, see "Investment Objectives,
Policies and Restrictions--Investment Policies: Variable Rate Securities and
Participation Certificates" in the Vista SAI.
More than 25% of the assets of the Vista Tax Free Money Market Fund or the
Vista New York Tax Free Money Market Fund may be invested in securities to be
paid from revenue of similar projects, which may cause such Funds to be more
susceptible to similar economic, political, or regulatory occurrences
(particularly with respect to the Vista New York Tax Free Money Market Fund,
since most or all of the issuers in which such portfolio invests are likely
to be located in New York). The value of shares of these Hanover Portfolios
may be subject to greater risk than those of other mutual funds that do not
permit such a practice.
Federal tax legislation enacted over the past few years has limited the types
and volume of bonds, the interest on which is excludable from gross income
or does not constitute a preference item potentially subject to the
alternative minimum tax on individuals. As a result, this legislation may
affect the availability of Municipal Obligations for investment by the Vista
Tax Free Money Market Fund or the Vista New York Tax Free Money Market Fund.
Municipal Lease Obligations. The Vista Tax Free Money Market Fund and the
Vista New York Tax Free Money Market Fund, like the corresponding Hanover
Portfolios, may invest in municipal obligations that constitute
participations in a lease obligation or installment purchase contract
obligation (hereafter collectively called "municipal lease obligations") of a
municipal authority or entity. Although municipal lease obligations do not
constitute general obligations of the municipality for which the
municipality's taxing power is pledged, a municipal lease obligation is
ordinarily backed by the municipality's covenant to budget for, appropriate
and make the payments due under the lease obligation. However, certain
municipal lease obligations contain "non-appropriation" clauses which provide
that the municipality has no obligation to make lease or installment payments
in future years unless money is appropriated for such purpose on a yearly
basis. Although non-appropriation municipal lease obligations are secured by
the leased property, disposition of the property in the event of foreclosure
might prove difficult. The Vista Tax Free Money Market Fund and the Vista New
York Tax Free Money Market Fund will seek to minimize the special risks
associated with such securities by not investing more than 10% of their
assets in municipal lease obligations that contain non-appropriation clauses,
and by only investing in those non-appropriation leases where (1) the nature
of the leased equipment or property is such that its ownership or use is
essential to a government function of the municipality, (2) appropriate
covenants will be obtained from the municipal obligor prohibiting the
substitution or purchase of similar equipment if lease payments are not
appropriated, (3) the lease obligor has maintained good market acceptability
in the past, (4) the investment is of a size that will be attractive to
institutional investors and (5) the underlying leased equipment has elements
of portability and/or use that enhance its marketability in the event
foreclosure on the underlying equipment were ever required. Municipal lease
obligations provide a premium interest rate which along with regular
amortization of the principal may make them attractive for a portion of the
assets of the Vista Tax Free Money Market Fund and the Vista New York Tax
Free Money Market Fund.
H. INVESTMENT RESTRICTIONS
In addition to the investment restrictions discussed above, each Vista
Portfolio has adopted certain fundamental investment restrictions which are
set forth in the Vista SAI. Such investment restrictions are substantially
similar to those of the corresponding Hanover Portfolio, except to the extent
otherwise noted in the preceding discussion or below.
32
<PAGE>
Unlike the Vista Cash Management Fund and the Vista Tax Free Money Market
Fund, each of the Hanover Cash Management Fund and the Hanover Tax Free Money
Market Fund has a stated fundamental investment restriction prohibiting it,
with respect to 75% of its total assets, from investing more than 5% of its
total assets in the securities of any one issuer, other than obligations
issued or guaranteed by the U.S. Government, its agencies or
instrumentalities. The Hanover Cash Management Fund has also adopted a
non-fundamental policy to limit investments in the securities of any single
issuer (other than securities issued or guaranteed by the U.S. Government,
its agencies or instrumentalities) to not more than 5% of the Hanover Cash
Management Fund's total assets, provided that it may invest up to 25% of its
total assets in the securities of a single issuer for a period of up to three
business days. Although the Vista Cash Management Fund and the Vista Tax Free
Money Market Fund have no similar fundamental issuer diversification
policies, they each are effectively subject to the same limitations as a
matter of operating policy by virtue of Rule 2a-7.
Unlike the Vista New York Tax Free Money Market Fund, the Hanover New York
Tax Free Money Market Fund has a stated fundamental investment restriction
prohibiting it, with respect to 50% of its total assets, from investing more
than 5% of its total assets in the securities of any one issuer, and with
respect to its remaining assets, from investing more than 25% of its total
assets in the securities of any one issuer, in each case other than
obligations issued or guaranteed by the U.S. Government, its agencies or
instrumentalities. Although the Vista New York Tax Free Money Market Fund is
not subject to a similar fundamental issuer diversification policy, it must
satisfy certain issuer diversification requirements in order to qualify as
regulated investment companies under Subchapter M of the Code, which are more
fully described under "Tax Matters--Qualification as a Regulated Investment
Company" in the Vista SAI.
The Vista Cash Management Fund and Vista Treasury Plus Money Market Fund each
has a fundamental investment restriction which permits it to engage in
reverse repurchase transactions through which it borrows money in an amount
not exceeding 10% of the value of its respective net assets, less bank
borrowings outstanding for the purpose of meeting redemption requests while
effecting the orderly sale of portfolio securities, in order to obtain money
for purposes which may include purchases of additional portfolio securities.
The Vista U.S. Government Money Market Fund has a fundamental investment
restriction which permits it to borrow money in an amount not exceeding
one-third of the value of its total assets, including borrowing by engaging
in reverse repurchase transactions in an amount not exceeding 5% of the value
of its total assets. The Vista U.S. Government Money Market Fund may borrow
from banks solely for the purpose of meeting redemption requests while
effecting the orderly sale of portfolio securities, but may borrow by
engaging in reverse repurchase transactions for purposes which may include
purchases of additional portfolio securities. The Vista 100% U.S. Treasury
Securities Money Market Fund has a fundamental investment restriction
permitting it to borrow from banks (for temporary purposes) and enter into
reverse repurchase agreements in an amount not in excess of one-third of the
value of its respective assets (less bank borrowings outstanding for
temporary purposes). As a matter of fundamental policy, none of the Vista
Portfolios which may borrow or enter into repurchase agreements will purchase
portfolio securities if its outstanding borrowing, including borrowing
through repurchase agreements, exceeds 5% of the value of its total assets.
As a matter of non-fundamental policy, the Vista Portfolios will only enter
into reverse repurchase agreements for purposes of avoiding selling portfolio
securities during unfavorable market conditions to meet redemptions. Upon
consummation of the Reorganization, subject to shareholder approval of such
change with respect to each such Vista Portfolio, as a matter of fundamental
policy, each Vista Portfolio will have the ability to borrow money for
temporary or emergency purposes or by engaging in reverse repurchase
transactions in an amount not in excess of one-third of the value of its
assets, provided that borrowings representing more than 5% of its total
assets must be repaid before such Vista Portfolio makes additional
investments.
In contrast, while each Hanover Portfolio has a fundamental investment
restriction permitting it to borrow from banks (for temporary purposes) and
(except for the Hanover 100% U.S. Treasury Securities Money Market Fund)
enter into reverse repurchase agreements in an amount not in excess of
one-third of the value of its respective assets (less bank borrowings
outstanding for temporary purposes), the Hanover Portfolios may, as a matter
of non-fundamental policy, enter into reverse repurchase agreements for
purposes of avoiding selling portfolio securities during unfavorable market
conditions to meet redemptions. No Hanover Portfolio may purchase portfolio
securities if its outstanding borrowing, including borrowing through
repurchase agreements, exceeds 5% of the value of its total assets.
While the Hanover Portfolios each have a fundamental investment restriction
prohibiting them from investing in or selling put options, call options,
straddles, spreads, or any combination thereof (except for acquiring rights
to put their portfolio securities in order to maintain liquidity), the Vista
Portfolios have a corresponding fundamental investment restriction which
prohibits writing, purchasing or selling put options, call options or any
combination
33
<PAGE>
thereof but which permits the writing, purchasing or selling of puts, calls
and combinations thereof with respect to U.S. Government securities. Upon
consummation of the Reorganization, as a matter of nonfundamental policy,
each Vista Portfolio instead will be permitted to enter into put transactions
with respect to any securities in its portfolio (including U.S. Government
securities) if approval of such change is obtained from the shareholders of
such Vista Portfolio.
While the Hanover Portfolios and the Vista Portfolios each have a fundamental
investment restriction prohibiting them from engaging in short sales of
securities, the Vista Tax Free Money Market Fund, Vista New York Tax Free
Money Market Fund and Vista Treasury Plus Money Market Fund are subject to an
exception which permits them to engage in covered short sales with respect to
up to 10% of their respective net assets. However, each such Vista Portfolio
currently states that it has no current intention of engaging in short sales.
Upon consummation of the Reorganization, each Vista Portfolio, as a matter of
nonfundamental policy, instead will be prohibited from engaging in short
sales, other than short sales "against the box," if approval of the foregoing
revised policy is obtained from the shareholders of such Vista Portfolio.
While the Hanover Portfolios each have a fundamental investment restriction
limiting their ability to purchase securities of other investment companies,
the Vista Portfolios have no corresponding fundamental investment
restriction. However, each Vista Portfolio, as a matter of law, is subject to
the same limitations.
Following consummation of the Reorganization, each Vista Portfolio, as a
matter of fundamental policy, will be permitted to seek to achieve its
investment objective by investing all of its investable assets in an
investment company having substantially the same investment objective and
policies as such Vista Portfolio, if approval is obtained from the
shareholders of such Vista Portfolio with respect to the adoption of such new
fundamental policy. The Hanover Portfolios have no similar fundamental policy.
COMPARATIVE INFORMATION ON SHAREHOLDER RIGHTS
General. As a Massachusetts business trust, the operation of Vista will
be governed by the Declaration of Trust of Vista (the "Declaration of Trust")
and applicable Massachusetts law rather than by the Articles of Incorporation
(the "Articles") of Hanover and applicable Maryland law. Certain differences
between the two forms of organization are summarized below.
Shares of Portfolios. Interests in Hanover are represented by transferable
shares of stock, par value $.001 per share. The Articles authorize Hanover to
issue 10 billion shares of stock. The Hanover Board may, without shareholder
approval, increase the number of authorized shares and divide authorized but
unissued stock into an unlimited number of separate portfolios or series, and
classes thereof. Currently, all the authorized stock of Hanover is divided
into six separate series (corresponding to the six Hanover Portfolios), and
none of these series is further subdivided into classes. Each share of a
Hanover Portfolio represents an equal proportionate interest in that Hanover
Portfolio's investment portfolio with the other shares of the same Hanover
Portfolio. Each share of a Hanover Portfolio is entitled to dividends and
distributions out of the assets of that Hanover Portfolio, as declared by the
Hanover Board in its discretion. Fractional shares have proportionate rights
to full shares. Generally, shares will be voted in the aggregate without
reference to a particular portfolio, except if the matter affects only one
portfolio or voting by portfolio is required by law, in which case shares
will be voted separately by portfolio. Maryland law does not require a
registered investment company to hold annual meetings of shareholders in any
year in which the election of directors is not required under the 1940 Act,
and it is anticipated that annual shareholder meetings will be held only when
specifically required by the 1940 Act. There are no conversion or preemptive
rights in connection with shares of Hanover.
Vista has an unlimited number of authorized shares of beneficial interest,
currently without par value, which may be divided into portfolios or series
and classes thereof. Upon consummation of the Reorganization, the par value
of the shares of Vista will be $.001, subject to shareholder approval of such
change. Each Vista Portfolio is one portfolio of Vista and, with the
exception of the Vista New York Tax Free Money Market Fund, offers multiple
classes of shares. Each share of a portfolio or class of Vista 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 Vista
participate equally in the earnings, dividends and assets of the particular
portfolio or class. Fractional shares have proportionate rights to full
shares. Expenses of Vista which are not attributable to a specific portfolio
or class are allocated to all the portfolios of Vista in a manner believed by
management of Vista to be fair and equitable. Generally, shares of each
portfolio or class will be voted separately, for example to approve an
investment advisory agreement or distribution plan, but shares of all series
and classes vote together, to the extent required by the 1940 Act, including
34
<PAGE>
the election or selection of trustees and independent accountants. Vista is
not 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 Vista.
Shareholder Voting Rights. Each Director of Hanover holds office, unless
sooner removed, until his successor is elected and qualified. Any Director
may be removed, with or without cause, by the affirmative vote of a majority
of the shares entitled to vote, at any meeting of the shareholders, and the
vacancy caused by such removal may be filled by the shareholders at any
meeting called for the purpose. A vacancy in the Hanover Board resulting from
the resignation of a Director or otherwise may be filled by a vote of a
majority of the remaining Directors then in office. However, under the 1940
Act, no vacancy may be filled by Directors unless immediately thereafter at
least two-thirds of the Directors holding office shall have been elected to
such office by the shareholders. Special meetings of shareholders for any
purpose or purposes may be called by Hanover's chairman, president or a
majority of the Hanover Board, and upon the written request of the
shareholders holding at least 10% of the shares of Hanover outstanding and
entitled to vote at such meeting. Business transacted at any special meeting
of shareholders shall be limited to the purposes stated in the notice of such
meeting sent to shareholders.
Vista is not required to hold annual meetings of shareholders but will
hold special meetings of shareholders of a portfolio or class when the
Trustees deem such a meeting to be necessary or desirable. A vacancy in Vista
Board resulting from the resignation of a Trustee or otherwise may be filled
by a vote of a majority of the remaining Trustees then in office. However,
under the 1940 Act, no vacancy may be filled by Trustees unless immediately
thereafter at least two-thirds of the Trustees holding office shall have been
elected to such office by the shareholders. 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 Vista 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 Vista 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 Maryland law, Hanover shareholders have no
personal liability for Hanover's acts or obligations. Under Massachusetts
law, shareholders of Vista could, under certain circumstances, be held
personally liable as partners for the obligations of Vista. However, Vista
Agreement disclaims shareholder liability for acts or obligations of Vista
and provides for indemnification and reimbursement of expenses out of Vista
property for any shareholder held personally liable for the obligations of
Vista. The Declaration of Trust also provides that Vista shall maintain
appropriate insurance (for example, fidelity bonding and errors and omissions
insurance) for the protection of Vista, 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 Vista itself was unable to meet its obligations.
Liability of Directors and Trustees. Under Maryland law and the Articles,
directors and officers of Hanover are not liable to the corporation or its
stockholders for money damages, except to the extent that (1) it is proved
that such person actually received an improper benefit or profit in money,
property, or services for the amount of the benefit for profit in money,
property, or services actually received, or (2) a judgment or other final
adjudication adverse to such person is entered in a proceeding based on a
finding that the person's action, or failure to act, was the result of active
and deliberate dishonesty and was material to the cause of action
adjudicated. However, a director or officer of Hanover is liable to the
extent his actions are the result of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of his
office ("Disabling Conduct"). In the event of any litigation against the
Directors or officers of Hanover, Hanover's By-Laws require that Hanover
indemnify a Director or officer for certain expenses and to advance money for
such expenses provided that (a) the court or other body before whom the
proceeding to which the Director or officer is a party was brought (i)
dismisses the proceeding for insufficiency of evidence of any Disabling
Conduct or (ii) reaches a final decision on the merits that the Director or
officer was not liable by reason of Disabling Conduct; or (b) in the absence
of such a decision, there is a reasonable determination, based upon a review
of the facts, that the Director or officer was not liable by reason of
Disabling Conduct, which determination shall be made by: (i) the vote of a
majority of a quorum of
35
<PAGE>
the Directors who are neither "interested persons" of Hanover as defined in
the 1940 Act nor parties to the proceeding; or (ii) an independent legal
counsel in a written opinion. Under the Declaration of Trust, the Trustees of
Vista are personally liable only for bad faith, willful misfeasance, gross
negligence or reckless disregard of their duties as Trustees. Under the
Declaration of Trust, a Trustee or officer of Vista will generally be
indemnified against all liability and against all expenses reasonably incurred
or paid by him in connection with any claim, action, suit or by proceeding in
which he becomes involved as a party or otherwise by virtue of his being or
having been a Trustee or officer and against amounts paid or incurred by him
in the settlement thereof.
The foregoing is only a summary of certain of the major differences
between Hanover, its Articles and By-Laws and Maryland law and Vista, its
Declaration of Trust and By-Laws and Massachusetts law. Shareholders may wish
to refer directly to the provisions of Hanover's Articles and By-Laws,
Maryland law and Vista's Declaration of Trust and By-Laws and Massachusetts
law for a more thorough comparison.
ADDITIONAL INFORMATION ABOUT VISTA
A. EXPENSES
The following expense tables are provided to assist investors in
understanding the various costs and expenses that an investor will indirectly
incur as a beneficial owner of Vista Shares in each of the Vista Portfolios.
The table reflects information for the twelve months ended August 31, 1995
for the Vista 100% U.S. Treasury Securities Money Market Fund, the Vista
Treasury Plus Money Market Fund, the Vista U.S. Government Money Market Fund,
the Vista Cash Management Fund, the Vista Tax Free Money Market Fund and the
Vista New York Tax Free Money Market Fund, in each case restated to reflect
the fee arrangements that will be in effect commencing on the Closing Date as
if these arrangements had been in effect during that period and significant
changes in asset levels through November 1995, and assuming that the
Reorganization had occurred at the beginning of that period. Because the
Vista 100% U.S. Treasury Securities Money Market Fund will not commence
operations until the Closing Date, information for that portfolio reflects
estimated annual expenses for the 1996 fiscal year.
<TABLE>
<CAPTION>
Vista 100%
U.S.
Treasury Vista U.S.
Securities Vista Government Vista Tax
Money Treasury Money Vista Cash Free Money Vista New
Market Plus Market Management Market York Tax
Fund Money Market Fund Fund Fund Free Money
Vista Fund Vista Vista Vista Market Fund
Shares Vista Shares Shares Shares Shares Vista Shares
----------- ------------ ----------- ----------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
Annual Fund Operating
Expenses
(as a percentage of daily
net assets)
Investment Advisory Fee 0.10% 0.10% 0.10% 0.10% 0.10% 0.10%
Rule 12b-1 Distribution Plan
Fee 0.10% 0.10% 0.10% 0.00% 0.10% 0.10%
Administration Fee 0.05% 0.05% 0.05% 0.05% 0.05% 0.05%
Other Expenses
Sub-Administration Fee 0.05% 0.05% 0.05% 0.05% 0.05% 0.05%
Shareholder Servicing* 0.18% 0.20% 0.23% 0.33% 0.21% 0.20%
Other Operating
Expenses** 0.11% 0.09% 0.06% 0.06% 0.08% 0.09%
Total Other Expenses 0.34% 0.34% 0.34% 0.44% 0.34% 0.34%
Total Fund Operating
Expenses* 0.59% 0.59% 0.59% 0.59% 0.59% 0.59%
</TABLE>
*"Total Fund Operating Expenses" reflect the agreement by Chase voluntarily
to waive fees payable to it and/or reimburse expenses for a period of at
least one year following the consummation of the Reorganization to the
extent necessary to prevent "Total Fund Operating Expenses" for Vista Shares
of each Vista Portfolio for such period from exceeding 0.59% of average
net assets. "Shareholder Servicing Fees" for each Vista Portfolio reflect
estimated fee waivers by Chase pursuant to such agreement; absent such
waivers, "Shareholder Servicing Fees" would be 0.35% for each such Vista
Portfolio. In addition, Chase has agreed to waive fees payable to it and/or
36
<PAGE>
reimburse expenses for a two year period following consummation of
the Reorganization to the extent necessary to prevent Total Fund Operating
Expenses for Vista Shares of the Vista 100% U.S. Treasury Securities Money
Market Fund, the Vista Treasury Plus Money Market Fund, the Vista U.S.
Government Money Market Fund, the Vista Cash Management Fund, the Vista Tax
Free Money Market Fund and the Vista New York Tax Free Money Market Fund
from exceeding 0.71%, 0.73%, 0.72%, 0.72%, 0.76% and 0.74%, respectively, of
average net assets during such period.
**"Other Operating Expenses" include custody fees, transfer agency fees,
registration fees, legal fees, audit fees, directors' fees, insurance
fees, and other miscellaneous expenses. A shareholder may incur a $10.00
charge for certain wire redemptions.
Example: You would pay the following expenses on a $1,000 investment in Vista
Shares of the Vista Portfolio indicated based upon payment by the Vista
Portfolios of operating expenses at the levels set forth in the table above,
assuming (1) 5% annual return and (2) redemption at the end of each time
period.
<TABLE>
<CAPTION>
Vista Tax
Vista Cash Free
Management Money Market Vista New York
Fund Fund Tax Free Money
(Vista (Vista Market Fund
Shares) Shares) (Vista Shares)
----------- ------------- --------------
<S> <C> <C> <C>
1 Year $ 6 $ 6 $ 6
3 Years 19 19 19
5 Years 33 33 33
10 Years 74 74 74
</TABLE>
<TABLE>
<CAPTION>
Vista 100%
U.S.
Treasury Vista
Securities Treasury Vista U.S.
Money Market Plus Money Government
Fund Market Fund Money Market
(Vista (Vista Fund
Shares) Shares) (Vista Shares)
------------- ------------ ---------------
<S> <C> <C> <C>
1 Year $ 6 $ 6 $ 6
3 Years 19 19 19
5 Years 33 33 33
10 Years 74 74 74
</TABLE>
The "Example" set forth above should not be considered a representation of
future expenses or annual return of Vista Shares of a Vista Portfolio; actual
expenses and annual return may be greater or less than those shown.
A long-term shareholder in shares of a mutual fund with 12b-1 fees, such
as the Vista Shares of each Vista Portfolio other than the Vista Cash
Management Fund, may pay more than the economic equivalent of the maximum
front-end sales charge permitted by rules of the National Association of
Securities Dealers, Inc.
B. FINANCIAL HIGHLIGHTS
The following financial highlights for Vista Shares of Vista U.S. Government
Money Market Fund, Vista Cash Management Fund and Vista Tax Free Money Market
Fund and for Shares of Vista New York Tax Free Money Market Fund are
supplemented by financial statements and accompanying notes appearing in
Vista's Annual Report to shareholders for the fiscal year ended August 31,
1995, which is incorporated by reference into the Vista SAI. The financial
statements and notes thereto, as well as the financial information set forth
in the tables set forth below for each of the periods commencing subsequent to
June 30, 1992 for Vista U.S. Government Money Market and Vista Cash Management
Funds and subsequent to November 1, 1988 for Vista Tax Free Money Market and
Vista New York Tax Free Money Market Funds have been audited by Price
Waterhouse LLP, independent accountants, whose report thereon is included in
the Annual Report to Shareholders.
The financial highlights for the 100% U.S. Treasury Securities Money
Market Fund of Hanover for each of the years in the four year period ended
November 30, 1995 and the period from July 1, 1991 (commencement of
operations) to November 30, 1991 have been audited by KPMG Peat Marwick LLP,
independent certified public accountants, whose report thereon is included in
the Annual Report to Shareholders.
37
<PAGE>
The following information should be read in conjunction with the related
financial statements and notes thereto which are incorporated by reference
into the Statement of Additional Information.
Investors are advised that the Financial Highlights should not be viewed as
indicative of future financial results of the Vista Portfolios.
VISTA U.S. GOVERNMENT MONEY MARKET FUND (1)
<TABLE>
<CAPTION>
-------------------------------------------------------
VISTA SHARES
-------------------------------------------------------
For the Period
Year ended November 1, 1993 January 1, 1993**
August 31, through to
1995 August 31, 1994* October 31, 1993
------------- ----------------- -------------------
<S> <C> <C> <C>
NET ASSET VALUE, BEGINNING OF PERIOD $ 1.00 $ 1.00 $ 1.00
Income From Investment Operations:
Net Investment Income 0.049 0.025 0.019
----------- --------------- -----------------
Total from Investment Operations 0.049 0.025 0.019
Less Distributions:
Dividends from net investment income 0.049 0.025 0.019
----------- --------------- -----------------
Total Distributions 0.049 0.025 0.019
----------- --------------- -----------------
NET ASSET VALUE, END OF PERIOD $ 1.00 $ 1.00 $ 1.00
=========== =============== =================
TOTAL RETURN 5.05% 2.48% 2.02%
Ratios/Supplemental Data:
Net Assets, End of Period (000
omitted) $341,336 $335,365 $323,498
Ratio of Expenses to Average Net
Assets# 0.80% 0.80% 0.82%
Ratio of Net Investment Income to
Average Net Assets# 4.93% 2.94% 2.39%
Ratio of Expenses without waivers and
assumption of expenses to Average
Net Assets# 0.80% 0.80% 0.82%
Ratio of net investment income without
waivers and assumption of expenses
to Average Net Assets# 4.93% 2.94% 2.39%
</TABLE>
# Short periods have been annualized.
* In 1994 the Vista U.S. Government Money Market Fund changed its fiscal
year-end from October 31 to August 31.
**Commencement of offering of shares.
(1) Trinity Government Fund and Vista U.S. Government Money Market Fund
each reorganized as a new portfolio of Vista effective January 1, 1993
in a tax-free reorganization. The new portfolio was named Vista U.S.
Government Money Market Fund. In connection with its reorganization,
shares of the Trinity Government Fund were reorganized as Premier
Shares of Vista U.S. Government Money Market Fund. In addition, net
assets of the former Vista U.S. Government Money Market Fund consisting
of both Vista and Premier Shares were reorganized as Vista shares and
Premier shares of the new Vista U.S. Government Money Market Fund. The
per share data and ratios for the periods prior to January 1, 1993
relate to the Trinity Government Fund.
38
<PAGE>
VISTA CASH MANAGEMENT FUND(1)
(Restubbed Page)
<TABLE>
<CAPTION>
------------------------------------------------------
VISTA SHARES
------------------------------------------------------
For the
November 1, Period
Year 1993 For the July 1,
ended through Year ended 1992 to
August 31, August 31, October 31, October 31,
1995 1994+ 1993 1992*
---------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
NET ASSET VALUE, BEGINNING OF PERIOD $ 1.00 $ 1.00 $ 1.00 $ 1.00
Income From Investment Operations:
Net Investment Income 0.051 0.028 0.029 0.010
------- -------- -------- --------
Total from Investment Operations 0.051 0.028 0.029 0.010
Less Distributions:
Dividends from net investment
income 0.051 0.028 0.029 0.010
------- -------- -------- --------
Total Distributions 0.051 0.028 0.029 0.010
------- -------- -------- --------
NET ASSET VALUE, END OF PERIOD $ 1.00 $ 1.00 $ 1.00 $ 1.00
======= ======== ======== ========
TOTAL RETURN 5.27% 2.84% 2.99% 1.02%
Ratios/Supplemental Data*
Net Assets, End of Period (000
omitted) $91,621 $156,645 $258,630 $443,102
Ratio of Expenses to Average Net
Assets# 0.57% 0.60% 0.60% 0.59%
Ratio of Net Investment Income to
Average Net Assets# 5.13% 3.29% 2.93% 3.03%
Ratio of expenses without waivers and
assumption of expenses to Average
Net Assets# 0.79% 0.74% 0.70% 0.59%
Ratio of net investment income without
waivers and assumption of expenses
to Average Net Assets# 4.91% 3.15% 2.82% 3.03%
</TABLE>
* In 1992, the Trinity Money Market Fund, the predecessor to the Vista Cash
Management Fund, changed its fiscal year-end from June 30 to October 31.
# Short periods have been annualized.
(1) Trinity Money Market Fund and Vista Cash Management Fund each reorganized
as a new portfolio of Vista effective January 1, 1993 in a tax-free
reorganization. The new portfolio was named Vista Global Money Market
Fund and, in connection with the Reorganization, is being renamed Vista
Cash Management Fund. In connection with its reorganization, shares of
the Trinity Money Market Fund were reorganized as Vista Shares of Vista
Cash Management Fund, and shares of the former Vista Cash Management Fund
were reorganized as Premier Shares. The per share data and ratios for the
period prior to the reorganization relate to the Trinity Money Market
Fund. Management has determined that in connection with the Reorganization
the Hanover Cash Management Fund will be the accounting survivor to the
Vista Cash Management Fund. Accordingly, upon consummation of the
Reorganization the historical financial information presented for the
Vista Cash Management Fund will be that of the Hanover Cash Management
Fund.
+In 1994 the Vista Cash Management Fund changed its fiscal year-end from
October 31 to August 31.
39
<PAGE>
VISTA CASH MANAGEMENT FUND(1)
<TABLE>
<CAPTION>
Year ended June 30,
------------------------------------------------------------------------------
1992 1991 1990 1989 1988 1987 1986
-------- --------- --------- --------- ------- ------- ------
<S> <C> <C> <C> <C> <C> <C> <C>
NET ASSET VALUE, BEGINNING OF PERIOD $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
Income From Investment Operations:
Net Investment Income 0.045 0.069 0.081 0.084 0.066 0.059 0.072
------ ------- ------- ------- ------ ----- -----
Total from Investment Operations 0.045 0.069 0.081 0.084 0.066 0.059 0.072
Less Distributions:
Dividends from net investment
income 0.045 0.069 0.081 0.084 0.066 0.059 0.072
------ ------- ------- ------- ------ ----- -----
Total Distributions 0.045 0.069 0.081 0.084 0.066 0.059 0.072
------ ------- ------- ------- ------ ----- -----
NET ASSET VALUE, END OF PERIOD $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
====== ======= ======= ======= ====== ===== =====
TOTAL RETURN 4.59% 7.13% 8.42% 8.68% 6.83% 6.03% 7.29%
Ratios/Supplemental Data*
Net Assets, End of Period (000
omitted) $464,810 $359,637 $392,073 $526,972 $471,740 $414,983 $363,642
Ratio of Expenses to Average Net
Assets# 0.59% 0.59% 0.59% 0.59% 0.57% 0.55% 0.57%
Ratio of Net Investment Income to
Average Net Assets# 4.50% 6.91% 8.13% 8.41% 6.63% 5.88% 7.29%
Ratio of expenses without waivers and
assumption of expenses to Average
Net Assets# 0.59% 0.59% -- -- -- -- --
Ratio of net investment income without
waivers and assumption of expenses
to Average Net Assets# 4.50% 6.91% -- -- -- -- --
</TABLE>
*In 1992, the Trinity Money Market Fund, the predecessor to the Vista Cash
Management Fund, changed its fiscal year-end from June 30 to October 31.
#Short periods have been annualized.
(1) Trinity Money Market Fund and Vista Cash Management Fund each reorganized
as a new portfolio of Vista effective January 1, 1993 in a tax-free
reorganization. The new portfolio was named Vista Global Money Market
Fund and, in connection with the Reorganization, is being renamed Vista
Cash Management Fund. In connection with each reorganization, shares of
the Trinity Money Market Fund were re-organized as Vista Shares of Vista
Cash Management Fund, and shares of the former Vista Cash Management Fund
were reorganized as Premier Shares. The per share data and ratios for the
period prior to the reorganization relate to the Trinity Money Market
Fund. Management has determined that in connection with the Reorganization
the Hanover Cash Management Fund will be the accounting survivor to the
Vista Cash Management Fund. Accordingly, upon consummation of the
Reorganization the historical financial information presented for the
Vista Cash Management Fund will be that of the Hanover Cash Management
Fund.
+In 1994 the Vista Cash Management Fund changed its fiscal year-end from
October 31 to August 31.
39
<PAGE>
VISTA TAX FREE MONEY MARKET FUND
(Restubbed table)
<TABLE>
<CAPTION>
--------------------------------------------------------------------
VISTA SHARES
--------------------------------------------------------------------
November 1,
Year 1993
ended through
August 31, August 31,
1995 1994+ 1993 1992 1991
---------- ----------- ----------- ----------- -----------
Year ended October 31,
----------------------------------------
<S> <C> <C> <C> <C> <C>
NET ASSET VALUE, BEGINNING OF PERIOD $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
Income From Investment Operations
Net Investment Income 0.029 0.015 0.019 0.028 0.043
------- -------- -------- -------- -------
Total from Investment Operations 0.029 0.015 0.019 0.028 0.043
Less Distributions:
Dividends from net investment income 0.029 0.015 0.019 0.028 0.043
------- -------- -------- -------- -------
Total Distributions 0.029 0.015 0.019 0.028 0.043
------- -------- -------- -------- -------
NET ASSET VALUE, END OF PERIOD $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
======= ======== ======== ======== =======
TOTAL RETURN 2.99% 1.54% 1.90% 2.79% 4.37%
Ratios/Supplemental Data:
Net Assets, End of Period (000 omitted) $166,915 $121,710 $160,497 $145,241 $115,770
Ratio of Expenses to Average Net Assets# 0.86% 0.85% 0.85% 0.85% 0.85%
Ratio of Net Investment Income to Average Net
Assets# 2.96% 1.82% 1.88% 2.70% 4.27%
Ratio of Expenses without waivers and
assumption of expenses to Average Net Assets 0.94% 0.85% 0.91% 0.98% 0.99%
Ratio of net investment income without waivers
and assumption of expenses to Average Net Assets# 2.87% 1.82% 1.83% 2.57% 4.13%
</TABLE>
* Commencement of offering of shares.
# Short periods have been annualized.
+ In 1994 the Vista Tax Free Money Market Fund changed its fiscal year-end
from October 31 to August 31.
40
<PAGE>
VISTA TAX FREE MONEY MARKET FUND
<TABLE>
<CAPTION>
9/4/87*
to
1990 1989 1988 10/31/87
------ ------- ----- -------
<S> <C> <C> <C> <C>
NET ASSET VALUE, BEGINNING OF PERIOD $ 1.00 $ 1.00 $ 1.00 $ 1.00
Income From Investment Operations
Net Investment Income 0.054 0.056 0.045 0.007
----- ----- ----- -----
Total from Investment Operations 0.054 0.056 0.045 0.007
Less Distributions:
Dividends from net investment income 0.054 0.056 0.045 0.007
----- ----- ----- -----
Total Distributions 0.054 0.056 0.045 0.007
----- ----- ----- -----
NET ASSET VALUE, END OF PERIOD $ 1.00 $ 1.00 $ 1.00 $ 1.00
===== ===== ===== =====
TOTAL RETURN 5.47% 5.76% 4.61% 4.50%
Ratios/Supplemental Data:
Net Assets, End of Period (000 omitted) $112,770 $107,534 $116,260 $133,177
Ratio of Expenses to Average Net Assets# 0.85% 0.85% 0.85% 0.85%
Ratio of Net Investment Income to Average Net
Assets# 5.33% 5.59% 4.47% 4.47%
Ratio of Expenses without waivers and
assumption of expenses to Average Net Assets# 0.97% 1.01% 1.02% 1.18%
Ratio of net investment income without waivers
and assumption of expenses to Average Net
Assets# 5.21% 5.43% 4.30% 4.15%
</TABLE>
* Commencement of offering of shares.
# Short periods have been annualized.
+ In 1994 the Vista Tax Free Money Market Fund changed its fiscal year-end
from October 31 to August 31.
40
<PAGE>
(Restubbed table)
VISTA NEW YORK TAX FREE MONEY MARKET FUND
<TABLE>
<CAPTION>
--------------------------------------------------------------------
VISTA SHARES
--------------------------------------------------------------------
November 1,
Year 1993
ended through Year ended October 31,
August 31, August 31, ----------------------------------------
1995 1994+ 1993 1992 1991
---------- ----------- ----------- ----------- -----------
Vista Vista Vista Vista Vista
Shares Shares Shares Shares Shares
---------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
NET ASSET VALUE, BEGINNING OF PERIOD $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
Income From Investment Operations
Net Investment Income 0.028 0.015 0.017 0.025 0.038
-------- --------- --------- --------- ---------
Total from Investment Operations 0.028 0.015 0.017 0.025 0.038
Less Distributions:
Dividends from net investment income 0.028 0.015 0.017 0.025 0.038
-------- --------- --------- --------- ---------
Total Distributions 0.028 0.015 0.017 0.025 0.038
-------- --------- --------- --------- ---------
NET ASSET VALUE, END OF PERIOD $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
======== ========= ========= ========= =========
TOTAL RETURN 2.88% 1.48% 1.75% 2.53% 3.87%
Ratios/Supplemental Data:
Net Assets, End of Period (000 omitted) $378,400 $365,669 $300,425 $285,889 $230,855
Ratio of Expenses to Average Net Assets# 0.86% 0.85% 0.85% 0.85% 0.85%
Ratio of Net Investment Income to Average Net
Assets# 2.84% 1.77% 1.72% 2.48% 3.83%
Ratio of Expenses without waivers and
assumption of expenses to Average Net Assets# 0.95% 0.85% 0.89% 0.92% 0.92%
Ratio of net investment income without waivers
and assumption of expenses to Average Net
Assets# 2.75% 1.77% 1.68% 2.41% 3.76%
</TABLE>
* Commencement of offering of shares.
# Short periods have been annualized.
+ In 1994 the Vista New York Tax Free Money Market Fund changed its fiscal
year-end from October 31 to August 31.
41
<PAGE>
VISTA NEW YORK TAX FREE MONEY MARKET FUND
<TABLE>
<CAPTION>
September 4,
1987* to
October 31,
1990 1989 1988 1987
-------- --------- --------- -------------
Vista Vista Vista Vista
Shares Shares Shares Shares
-------- --------- --------- -------------
<S> <C> <C> <C> <C>
NET ASSET VALUE, BEGINNING OF PERIOD $ 1.00 $ 1.00 $ 1.00 $ 1.00
Income from Investment Operations:
Net Investment Income 0.050 0.051 0.043 0.009
------ ------- ------- -----------
Total from Investment Operations 0.050 0.051 0.043 0.009
Less Distributions:
Dividends from net investment income 0.050 0.051 0.043 0.009
------ ------- ------- -----------
Total Distributions 0.050 0.051 0.043 0.009
------ ------- ------- -----------
NET ASSET VALUE, END OF PERIOD $1.00 $1.00 $1.00 $1.00
====== ======= ======= ===========
TOTAL RETURN 5.02% 5.28% 4.50% 4.71%
Ratios/Supplemental Data
Net Assets, End of Period (000 omitted) $251,897 $252,201 $230,639 $2,385
Ratio of Expenses to Average Net Assets# 0.83% 0.81% 0.78% 0.25%
Ratio of Net Income to Average Net Assets# 4.91% 5.15% 4.26% 4.71%
Ratio of expenses without waivers and
assumption of expenses to Average Net Assets# 0.91% 0.95% 1.10% 1.50%
Ratio of net investment income without
waivers and assumption of expenses to Average
Net Assets# 4.83% 5.01% 3.94% 3.46%
</TABLE>
* Commencement of operations.
# Short periods have been annualized.
+ In 1994 the Vista New York Tax Free Money Market Fund changed its fiscal
year-end from October 31 to August 31.
41
<PAGE>
THE 100% U.S. TREASURY SECURITIES
MONEY MARKET FUND OF HANOVER
(For a share outstanding throughout each period)
<TABLE>
<CAPTION>
Year ended November 30, Period ended
-------------------------------------------------- November 30,
1995 1994 1993 1992 1991*
----------- ---------- --------- --------- -------------
Vista Vista Vista Vista Vista
Shares Shares Shares Shares Shares
---------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of Period $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000
-------- ------- ------- -----------
Income from Investment Operations:
Net investment income $ 0.050 0.033 0.026 0.033 0.021
-------- ------- ------- -----------
Less Distributions:
Dividends from net investment income (0.050) (0.033) (0.026) (0.033) (0.021)
--------- -------- ------- ------- -----------
Net Asset Value, End of Period $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000
========= ======== ======= ======= ===========
Total Return** 5.15% 3.32% 2.62% 3.33% 2.58%
Ratios/Supplemental Data:
Net Assets, End of Period (in thousands) $1,337,549 $1,024,125 $873,631 $383,688 $141,875
Ratio of Expenses to Average Net Assets+++ 0.58% 0.59% 0.58% 0.55% 0.45%+
Ratio of Net Investment Income to Average
Net Assets 4.99% 3.26% 2.58% 3.28% 5.02%+
</TABLE>
*Commencement of operations July 1, 1991.
**Total return computed for the period.
+Annualized.
+++ Ratios before effect of waivers were 0.61%, 0.62%, 0.61%, 0.67%, and
0.74% annualized, respectively.
C. MANAGEMENT OF THE PORTFOLIOS
Adviser and Sub-Advisers
Chase acts as investment adviser to each existing Vista Portfolio and will
act as investment adviser to each Vista Portfolio effective upon the Closing
Date. Upon consummation of the Bank Merger, Chase's successor will continue
to act as investment adviser to each Vista Portfolio. As used herein, the
term "Adviser" means Chase (including its successor in the Bank Merger) in
its capacity as investment adviser to the Vista Portfolios. Under the
Investment Advisory Agreement between the Adviser and Vista relating to each
Vista Portfolio that will take effect as of the Closing Date, the Adviser
will have responsibility for investment decisions for each Vista Portfolio.
For its services under the Investment Advisory Agreement relating to each
Vista Portfolio, the Adviser will receive an annual fee computed daily and
paid monthly at an annual rate equal to 0.10% of the average daily net assets
of such Vista Portfolio.
Effective upon the Closing Date, CAM will act as the sub-investment
adviser to each Vista Portfolio, other than Vista Cash Management Fund and
Vista Tax Free Money Market Fund, pursuant to a separate Sub-Investment
Advisory Agreement between CAM and Chase. Under the Sub-Investment Advisory
Agreement, CAM will make investment decisions for, and be responsible for the
day-to-day management of, each such portfolio. For its services under such
Sub-Investment Advisory Agreement, CAM will be entitled to receive, with
respect to each such Vista Portfolio, such compensation, payable by the
Adviser out of its advisory fee, as shall be agreed to from time to time
between the Adviser and CAM.
Effective upon the Closing Date, TCBNA will act as the sub-investment
adviser to the Vista Cash Management Fund and the Vista Tax Free Money Market
Fund pursuant to separate Sub-Investment Advisory Agreements between Chase
and TCBNA. Under the Sub-Investment Advisory Agreements, TCBNA will make
investment decisions for, and be responsible for the day-to-day management
of, the Vista Cash Management Fund and Vista Tax Free Money Market Fund. For
its services under the Sub-Investment Advisory Agreement relating to each of
the Vista Cash Management Fund and Vista Tax Free Money Market Fund, TCBNA
will be entitled to receive such compensation, payable by the Adviser out of
its advisory fee, as shall be agreed to from time to time between the Adviser
and TCBNA.
42
<PAGE>
The Adviser, CAM and TCBNA may each, from time to time, voluntarily waive
all or a portion of the fees payable to it under an Investment Advisory
Agreement or a Sub-Investment Advisory Agreement, as the case may be.
The Adviser is currently a wholly-owned subsidiary of CMC, a registered
bank holding company, and is a commercial bank offering a wide range of
banking and investment services to customers throughout the United States and
around the world. Effective upon consummation of the Parent Merger, the
Adviser will be a wholly- owned subsidiary of CBC, and CBC will be renamed
"The Chase Manhattan Corporation". Upon consummation of the Bank Merger, the
Adviser will continue to be a wholly-owned subsidiary of CBC. Its
headquarters is currently located at One Chase Manhattan Plaza, New York, New
York 10081. The Adviser, including its predecessor organizations, has over
100 years of money management experience and renders investment advisory
services to others. Also included among the Adviser's accounts are commingled
trust funds and a broad spectrum of individual trust and investment
management portfolios. These accounts have varying investment objectives.
CAM is a wholly-owned operating subsidiary of Chase, and upon consummation
of the Bank Merger, will be a wholly-owned operating subsidiary of the
Adviser. CAM is registered with the Commission as an investment adviser and
was formed for the purpose of providing discretionary investment advisory
services to institutional clients and to consolidate Chase's investment
management function, and the same individuals who serve as portfolio managers
for CAM also serve as portfolio managers for Chase. CAM is located at 1211
Avenue of the Americas, New York, New York 10036.
TCBNA has been in the investment counselling business since 1987 and is
ultimately controlled and owned by CBC. TCBNA renders investment advice to a
wide variety of corporations, pension plans, foundations, trusts and
individuals. TCBNA currently serves as the investment adviser to the Hanover
Cash Management Fund and the Hanover Tax Free Money Market Fund. The
principal business address of TCBNA is 600 Travis, Houston, Texas 77002.
If, in connection with the Related Changes, the shareholders of the Vista
Cash Management Fund or the Vista Tax Free Money Market Fund do not approve
the investment sub-advisory agreement with TCBNA, then, in that case, the
Adviser will continue to act as the investment adviser to such Vista
Portfolio pursuant to the terms of the investment advisory agreements
relating to those Vista Portfolios.
Certain Relationships and Activities. The Adviser and its affiliates may
have deposit, loan and other commercial banking relationships with the
issuers of securities purchased on behalf of any of the Vista Portfolios,
including outstanding loans to such issuers which may be repaid in whole or
in part with the proceeds of securities so purchased. The Adviser and its
affiliates deal, trade and invest for their own accounts in U.S. Government
obligations, and municipal obligations. The Adviser and its affiliates may
sell U.S. Government obligations and municipal obligations to, and purchase
them from, other investment companies sponsored by the Vista Distributor or
affiliates of the Vista Distributor. The Adviser will not invest any Vista
Portfolio assets in any U.S. Government obligations, municipal obligations or
commercial paper purchased from itself or any affiliate, although under
certain circumstances such securities may be purchased from other members of
an underwriting syndicate in which the Adviser or an affiliate is a
non-principal member. This restriction may limit the amount or type of U.S.
Government obligations, municipal obligations or commercial paper available
to be purchased on behalf of any Vista Portfolio. The Adviser has informed
Vista that in making its investment decisions, it does not obtain or use
material inside information in the possession of any other division or
department of such Adviser or in the possession of any affiliate of such
Adviser, including the division of Chase that performs services for Vista as
Custodian. Shareholders of the Vista Portfolios should be aware that, subject
to applicable legal or regulatory restrictions, the Adviser and its
affiliates may exchange among themselves certain information about the
shareholders and their accounts.
Administrator
Pursuant to an Administration Agreement (the "Administration Agreement"),
Chase serves as administrator of Vista (in such capacity, the
"Administrator"). The Administrator provides certain administrative services,
including, among other responsibilities, coordinating relationships with
independent contractors and agents, preparing for signature by officers and
filing of certain documents required for compliance with applicable laws and
regulations excluding those of the securities laws of the various states;
arranging for the maintenance of books and records; and providing office
facilities necessary to carry out its duties. For these services and
facilities, the Administrator is entitled to receive from each existing Vista
Portfolio, and will be entitled to receive from each Vista Portfolio
effective upon the Closing Date, a fee computed daily and paid monthly at an
annual rate equal to 0.05%
43
<PAGE>
of such Vista Portfolio's average daily net assets. However, the
Administrator may, from time to time, voluntarily waive all or a portion of
its fees payable under the Administration Agreement. The Administrator,
pursuant to the terms of the Administration Agreement, shall not have any
responsibility or authority for each Vista Portfolio's investments, the
determination of investment policy, or for any matter pertaining to the
distribution of Vista Portfolio shares.
Regulatory Matters. Banking laws and regulations, including the
Glass-Steagall Act as currently interpreted by the Board of Governors of the
Federal Reserve System, prohibit a bank holding company registered under the
Bank Holding Company Act of 1956, as amended, or any affiliate thereof from
sponsoring, organizing, controlling, or distributing the shares of a
registered, open-end investment company continuously engaged in the issuance
of its shares, and prohibit banks generally from issuing, underwriting,
selling or distributing securities, but do not prohibit such a bank holding
company or affiliate from acting as investment adviser, administrator,
transfer agent, or custodian to such an investment company or from purchasing
shares of such a company as agent for and upon the order of a customer.
Chemical, Chase, Hanover and Vista believe that Chase, CAM, TCBNA, or any
other affiliate of Chemical or Chase, may perform the investment advisory,
administrative, custody and transfer agency services for Vista, as the case
may be, described in this Prospectus/Proxy Statement, and that Chase, CAM,
TCBNA or any other affiliate of Chemical or Chase, subject to such banking
laws and regulations, may perform the shareholder services contemplated by
this Prospectus/Proxy Statement, without violation of such banking laws or
regulations. However, future changes in legal requirements relating to the
permissible activities of banks and their affiliates, as well as future
interpretations of present requirements, could prevent Chase, CAM, TCBNA or
any other affiliate of Chemical or Chase from continuing to perform
investment advisory, administrative or custody services for Vista, as the
case may be, or require Chase, CAM, Inc., TCBNA or any other affiliate of
Chemical or Chase to alter or discontinue the services provided by it to
shareholders of Vista Portfolios.
If Chase, CAM, TCBNA or any other affiliate of Chemical or Chase were
prohibited from performing investment advisory, administrative, custody or
transfer agency services for Vista, as the case may be, it is expected that
the Vista Board would recommend to Vista's shareholders that they approve new
agreements with another entity or entities qualified to perform such services
and selected by the Board of Trustees. If Chase, CAM, TCBNA or any other
affiliate of Chemical or Chase were required to discontinue all or part of
its shareholder servicing activities, its customers would be permitted to
remain the beneficial owners of Trust shares and alternative means for
continuing the servicing of such customers would be sought. Vista does not
anticipate that investors would suffer any adverse financial consequences as
a result of these occurrences.
In addition, state securities laws on this issue may differ from the
interpretations of federal law expressed herein and banks and financial
institutions may be required to register as dealers pursuant to state laws.
D. PURCHASES AND REDEMPTIONS OF SHARES
Purchases
The Vista Shares of the Vista Portfolios are continuously offered for sale
without a sales load at the net asset value next determined through the Vista
Distributor after an order is received and accepted by Vista's transfer agent
provided it is transmitted prior to 12:00 noon, Eastern time for the Vista
100% U.S. Treasury Securities Money Market Fund, the Vista Tax Free Money
Market Fund and the Vista New York Tax Free Money Market Fund, and prior to
2:00 p.m., Eastern time for the Vista Treasury Plus Money Market Fund, the
Vista U.S. Government Money Market Fund and the Vista Cash Management Fund on
any business day during which the New York Stock Exchange and the Adviser are
open for trading ("Fund Business Day") (see "Other Information Concerning
Shares of Vista-Net Asset Value"). Effective upon consummation of the
Reorganization, although the aforementioned deadlines will generally continue
in effect, purchase orders for Vista Shares of the Vista Treasury Plus Money
Market Fund and the Vista Cash Management Fund received by Vista's transfer
agent after 2:00 p.m., Eastern time, and prior to 4:00 p.m., eastern time, on
any Fund Business Day may be accepted and executed on the same day in Vista's
discretion. Orders for Vista Shares of the Vista Portfolios received and
accepted prior to the above designated times will be entitled to all
dividends declared on such day.
It is anticipated that each Vista Shares' net asset value will remain
constant at $1.00 per share and each Vista Portfolio will employ specific
investment policies and procedures to accomplish this result. Shares of each
Vista Portfolio are being offered exclusively to customers of a Shareholder
Servicing Agent (i.e., a financial institution, such as a federal or
state-chartered bank, trust company or savings and loan association that has
entered into a shareholder servicing agreement with Vista) or to customers of
brokers or certain financial institutions which have entered into Selected
Dealer Agreements with the Vista Distributor. An investor may purchase Vista
Shares of a Vista Port-
44
<PAGE>
folio by authorizing his Shareholder Servicing Agent, broker or financial
institution to purchase such Shares on his behalf through the Vista
Distributor, which the Shareholder Servicing Agent, broker or financial
institution must do on a timely basis. All share purchases must be paid for
in U.S. dollars, and checks must be drawn on U.S. banks. In the event a check
used to pay for shares purchased is not honored by the bank on which it is
drawn, the purchase order will be cancelled and the shareholder will be
liable for any losses or expenses incurred by Vista or its agents.
Shareholder Servicing Agents may offer services to their customers,
including specialized procedures for the purchase and redemption of Vista
Shares, such as pre-authorized or systematic purchase and redemption programs
and "sweep" checking programs. Each Shareholder Servicing Agent may establish
its own terms, conditions and charges, including limitations on the amounts
of transactions, with respect to such services. Charges for these services
may include fixed annual fees, transaction fees, account maintenance fees and
minimum account balance requirements. The effect of any such fees will be to
reduce the yield on the investment of customers of that Shareholder Servicing
Agent. Conversely, certain Shareholder Servicing Agents may (although they
are not required by a Vista Portfolio to do so) credit to the accounts of
their customers from whom they are already receiving other fees an amount not
exceeding the fees for their services as Shareholder Servicing Agents (see
"Shareholder Servicing Agents, Transfer Agent and Custodian--Shareholder
Servicing Agents"), which will have the effect of increasing the yield on the
investment of customers of that Shareholder Servicing Agent. Shareholder
Servicing Agents may also increase or reduce the minimum dollar amount
required to invest in the Vista Portfolios and waive any applicable holding
periods.
Each Vista Portfolio intends to be as fully invested at all times as is
reasonably practicable in order to enhance the yield on its assets.
Accordingly, in order to make investments which will immediately generate
income, each Vista Portfolio must have federal funds available to it (i.e.,
monies credited to the account of such Vista Portfolio's custodian bank by a
Federal Reserve Bank). Each Shareholder Servicing Agent has agreed to provide
each of the Vista Shares with federal funds for each purchase at the time it
transmits the order for such purchase to the Vista Distributor. Therefore,
each shareholder and prospective investor should be aware that if he or she
does not have sufficient funds on deposit with, or otherwise make immediately
available to, his Shareholder Servicing Agent, there may be a delay in
transmitting and effecting his purchase order since his Shareholder Servicing
Agent will have to convert his check, bank draft, money order or similar
negotiable instrument into federal funds prior to effecting the purchase
order. In such case, the purchase order will be effected at the purchase
price per share next determined after the conversion to federal funds has
been accomplished. If such a delay is necessary, it is expected that in most
cases it would not be longer than two business days.
Each of the Vista Portfolios reserves the right to cease offering Vista
Shares for sale at any time, to reject any order for the purchase of shares
and to cease offering any services provided by a Shareholder Servicing Agent.
Vista Portfolio Vista Shares will be maintained in book entry form, and no
certificates representing shares owned will be issued to shareholders.
Minimum Investments
The Vista Portfolios have established minimum initial and additional
investments for the purchase of Vista Shares. The minimums detailed below
vary by the type of account being established:
<TABLE>
<CAPTION>
Minimum
Initial
Account Type Investment
- --------------------------------------------- ----------
<S> <C>
Individual $2,500(1)
Individual Retirement Account (IRA) $1,000(2)
Spousal IRA $ 250
SEP-IRA $1,000(2)
Purchase Accumulation Plan $ 250(3)
Payroll Deduction Program (401K, 403B, Keogh) $ 100(4)
</TABLE>
(1) Employees of the Adviser and its affiliates, and certain qualified
persons are eligible for a $1,000 minimum initial investment.
(2) A $250 minimum initial investment is allowed if the new account is
established with a $100 minimum monthly Systematic Investment Plan as
described below.
(3) Account must be established with a $200 minimum monthly Systematic
Investment Plan as described below.
(4) A $25 minimum monthly investment must be established through an automatic
payroll cycle.
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The minimum additional investment is $100 for all types of accounts. The
initial investment minimums will be waived for Hanover Portfolio shareholders
that receive Vista Portfolio Shares in connection with the Reorganization.
For further information as to how to direct a Shareholder Servicing Agent
to purchase shares of a Vista Portfolio, an investor should contact his or
her Shareholder Servicing Agent.
Systematic Investment Plan. A Shareholder may establish a monthly
investment plan by which investments are automatically made to his/her Vista
Portfolio account through Automatic Clearing House (ACH) deductions from a
checking account. The minimum monthly investment through this plan is $100.
Shareholders may choose either to have these investments made during the
first or third week each month. Please note that your initial ACH
transactions may take up to 10 days from the receipt of your request to be
established.
Shareholders electing to start this Systematic Investment Plan when
opening an account should complete Section 8 of the account application.
Current shareholders may begin a Systematic Investment Plan at any time by
sending a signed letter with signature guarantee to the Vista Service Center,
P.O. Box 419392, Kansas City, MO 64141-6392. The letter should contain your
Vista Portfolio account number, the desired amount and cycle of the
systematic investment, and must include a voided check from the checking
account from which debits are to be made. A signature guarantee may be
obtained from a bank, trust company, broker-dealer or other member of the
national securities exchange. Please note that notaries public cannot provide
signature guarantees.
Redemptions
A Shareholder may redeem all or any portion of the shares in his account
on any Fund Business Day at the net asset value next determined after a
redemption request in proper form is furnished by the shareholder to his
Shareholder Servicing Agent and transmitted by it to and received by Vista's
Transfer Agent. Therefore, redemptions will be effected on the same day the
redemption order is received only if such order is received prior to 12:00
noon, Eastern time for the Vista 100% U.S. Treasury Securities Money Market
Fund, the Vista Tax Free Money Market Fund and the Vista New York Tax Free
Money Market Fund, and prior to 2:00 p.m., Eastern time for the Vista
Treasury Plus Money Market Fund, the Vista U.S. Government Money Market Fund
and the Vista Cash Management Fund on any Fund Business Day. Shares which are
redeemed earn dividends up to and including the day prior to the day the
redemption is effected. The forwarding of proceeds from redemption of shares
which were recently purchased by check may be delayed until the purchase
check has cleared, which may take up to fifteen days. A shareholder who is a
customer of a Shareholder Servicing Agent may redeem his Vista Shares by
authorizing his Shareholder Servicing Agent or its agent to redeem such
shares, which the Shareholder Servicing Agent or its agent must do on a
timely basis. The signature of both shareholders is required for any written
redemption requests (other than those by check) from a joint account. In
addition, a redemption request may be deferred for up to 15 calendar days if
the Transfer Agent has been notified of a change in either the address or the
bank account registration previously listed in Vista's records. Redemptions
of shares are taxable events on which the shareholder may recognize a gain or
loss. Although Vista generally retains the right to pay the redemption price
of shares in kind with securities (instead of cash), Vista has filed an
election under Rule 18f-1 under the 1940 Act committing to pay in cash all
redemptions by a shareholder of record up to the amounts specified in the
rule (approximately $250,000).
The payment of redemption requests may be wired or mailed directly to a
previously designated domestic commercial bank account. However, all
telephone redemption requests in excess of $25,000 will be wired directly to
such previously designated bank account, for the protection of shareholders.
Normally, redemption payments will be transmitted on the same Fund Business
Day as the receipt of the request (provided it is made prior to 12:00 noon,
Eastern time for the Vista 100% U.S. Treasury Securities Money Market Fund,
the Vista Tax Free Money Market Fund and the Vista New York Tax Free Money
Market Fund, and prior to 2:00 p.m., Eastern time for the Vista Treasury Plus
Money Market Fund, the Vista U.S. Government Money Market Fund and the Vista
Cash Management Fund, on any Fund Business Day), and in any event within
seven days. Redemption payments requested by telephone may not be available
in a previously designated bank account for up to four days. If no share
certificates have been issued, a wire redemption may be requested by
telephone or wire to the Vista Service Center. For telephone redemptions,
call the Vista Service Center at 1-800-34-VISTA.
The right of any shareholder to receive payment with respect to any
redemption may be suspended or the payment of the redemption proceeds
postponed during any period in which the New York Stock Exchange is closed
(other than weekends or holidays) or trading on such Exchange is restricted
or, to the extent otherwise permitted by the 1940 Act, if an emergency
exists.
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Automatic Redemption Plan. A shareholder owning $10,000 or more of the
shares of a Vista Portfolio as determined by the then current net asset value
may provide for the payment monthly or quarterly of any requested dollar
amount (subject to limits) from his or her account to his or her order. A
sufficient number of full and fractional shares will be redeemed so that the
designated payment is received on approximately the 1st or 15th day of the
month following the end of the selected payment period.
For further information as to how to direct a Shareholder Servicing Agent
to redeem shares of a Vista Portfolio, a shareholder should contact his or
her Shareholder Servicing Agent.
Redemption of Accounts of Less than $500. Each Vista Portfolio may
involuntarily redeem the shares of any shareholder, if at such time, the
aggregate net asset value of the shares in such shareholder's account is less
than $500. In the event of any such redemption, a shareholder will receive at
least 60 days' notice prior to the redemption.
Exchange Privileges
Holders of the Vista Shares of each Vista Portfolio may exchange at
relative net asset value among the Vista Shares offered by Vista's other
money market portfolios, and may exchange at relative net asset value plus
any applicable sales charges among certain classes of shares of the
portfolios of Vista other than the money market portfolios of Vista or for
the shares of the portfolios of Mutual Fund Group ("MFG"), an affiliated
investment company, of which Chase is the adviser and the Vista Distributor
is the distributor, in accordance with the terms of the then-current
prospectus of the fund being acquired. The prospectus of the fund into which
shares are being exchanged should be read carefully prior to any exchange and
retained for future reference. With respect to exchanges into a fund which
charges a front-end sales charge, such sales charge will not be applicable if
the shareholder previously acquired his Vista Shares by exchange from such
fund. Under the exchange privilege, shares of a fund may be exchanged for
shares of other funds of Vista or MFG only if those funds are registered in
the states where the exchange may legally be made. In addition, the account
registration for the fund (whether a portfolio of Vista or MFG) into which
shares of the Vista Portfolios are being exchanged must be identical to that
of the account registration for the fund from which shares are being
redeemed. Any such exchange may create a gain or loss to be recognized for
Federal income tax purposes. Normally, shares of the fund to be acquired are
purchased on the redemption date, but such purchase may be delayed by either
fund up to five business days if Vista determines that it would be
disadvantaged by an immediate transfer of the proceeds. This privilege may be
amended or terminated at any time without notice. Arrangements have been made
for the acceptance of instructions by telephone to exchange shares if certain
pre-authorizations or indemnifications are accepted and on file. Further
information and telephone exchange forms are available from Vista Service
Center.
Market Timing. The exchange privilege is not intended as a vehicle for
short-term trading. Excessive exchange activity may interfere with portfolio
management and have an adverse effect on all shareholders. In order to limit
excessive exchange activity and other circumstances where the Trustees or
relevant investment Adviser believes doing so would be in the best interest
of a Vista Portfolio, Vista reserves the right to revise or terminate the
exchange privilege, limit the amount or number of exchanges or reject any
exchange. In addition, any shareholder who makes more than ten exchanges of
shares involving a Vista Portfolio in a year or three in a calendar quarter
will be charged a $5.00 administration fee for each such exchange.
General
The Vista Portfolios have established certain procedures and restrictions,
subject to change from time to time, for purchase, redemption, and exchange
orders, including procedures for accepting telephone instructions and
effecting automatic investments and redemptions. Vista's Transfer Agent may
defer acting on a shareholder's instructions until it has received them in
proper form. In addition, the privileges described herein are not available
until a completed and signed account application has been received by Vista's
Transfer Agent. Telephone transaction privileges are made available to
shareholders automatically upon opening an account unless the privilege is
declined in Section 6 of the Account Application. To provide evidence of
telephone instructions, the Transfer Agent will record telephone
conversations with shareholders. Vista will employ reasonable procedures to
confirm that instructions communicated by telephone are genuine. In the event
Vista does not employ such procedures, it may be liable for losses due to
unauthorized or fraudulent instructions.
Upon receipt of any instructions or inquiries by telephone from a
shareholder or, if held in a joint account, from either party, or from any
person claiming to be the shareholder, the Vista Portfolios or their agents
are authorized, without notifying the shareholder or joint account parties,
to carry out the instructions or to respond to the inquiries, consistent with
the service options chosen by the shareholder or joint shareholders in his or
their latest account application or other written request for services,
including purchasing, exchanging, or redeeming shares of a Vista Portfolio and
depositing and withdrawing monies from the bank account specified in the Bank
Account Registration section of the shareholder's latest account application or
as otherwise properly specified to Vista in writing. Shareholders agree to
release and hold harmless the Vista Portfolios, the Adviser, the Administrator,
any Shareholder Servicing Agent or sub-agent and broker-dealer, and the
officers, directors, employees and agents thereof against any claim, liability,
loss, damage and expense for any act or failure to act in connection with Vista
Portfolio shares, any related investment account, any privileges or services
selected in connection with such invest-
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ment account, or any written or oral instructions or requests
with respect thereto, or any written or oral instructions or requests from
someone claiming to be a shareholder if the Vista Portfolios or any of the
above-described parties follow instructions which they reasonably believe to
be genuine and act in good faith by complying with the reasonable procedures
that have been established for Vista Portfolio accounts and services.
Shareholders purchasing their shares through a Shareholder Servicing Agent
may not assign, transfer or pledge any rights or interest in any Vista
Portfolio shares or any investment account established with a Shareholder
Servicing Agent to any other person without the prior written consent of such
Shareholder Servicing Agent, and any attempted assignment, transfer or pledge
without such consent may be disregarded.
The Vista Portfolios may also establish and revise from time to time
account minimums and transactions or amount restrictions on purchases,
exchanges, redemptions, checkwriting services, or other transactions
permitted in connection with shareholder accounts. The Vista Portfolios may
also require signature guarantees for changes that shareholders request be
made in Trust records with respect to their accounts, including but not
limited to, changes in the bank account specified in the Bank Account
Registration, or for any written requests for additional account services
made after a shareholder has submitted an initial account application to
Vista. The Vista Portfolios may refuse to accept or carry out any transaction
that does not satisfy any restrictions then in effect.
E. TAX MATTERS
The following discussion is addressed primarily to individual investors and
is for general information only. A prospective investor including a corporate
investor should also review the more detailed discussion of federal income
tax considerations relevant to each Vista Portfolio that is contained in the
Vista SAI. In addition, each prospective investor should consult with his own
tax advisers as to the tax consequences of an investment in the Vista
Portfolios, including the status of distributions from a Vista Portfolio in
his or her own state and locality and the possible applicability of the
federal alternative minimum tax to a portion of the distributions of the
Vista Tax Free Money Market Fund and the Vista New York Tax Free Money Market
Fund.
Each Vista Portfolio intends to qualify each year and elect to be treated as
a separate "regulated investment company" under Subchapter M of the Code. If
a Vista Portfolio qualifies as a "regulated investment company" and all of
its taxable income, if any, is distributed to its shareholders in accordance
with the timing requirements imposed by the Code, it will not be subject to
federal income tax on the amounts so distributed. If for any taxable year a
Vista Portfolio does not qualify for the treatment as a regulated investment
company, all of its taxable income will be subject to tax at regular
corporate rates without any deduction for distributions to its shareholders,
and such distributions will be taxable to shareholders to the extent of each
Vista Portfolio's current and accumulated earnings and profits.
Vista is organized as a Massachusetts business trust and, under current law,
is not liable for any income or franchise tax in the Commonwealth of
Massachusetts as long as each Vista Portfolio (and each other series of
Vista) qualifies as a regulated investment company under the Code.
Distributions by a Vista Portfolio of its taxable ordinary income (net of
expenses) and the excess, if any, of its net short-term capital gain over its
net long-term capital loss are generally taxable to shareholders as ordinary
income. Such distributions are treated as dividends for federal income tax
purposes, but do not qualify for the dividends-received deduction for
corporations. Distributions by the Vista Tax Free Money Market Fund and the
Vista New York Tax Free Money Market Fund of their tax-exempt interest income
(net of expenses) are designated as "exempt-interest dividends" which are
excluded from gross income for regular federal income tax purposes.
Distributions by a Vista Portfolio of the excess, if any, of its net
long-term capital gain over its net short-term capital loss are designated as
capital gain dividends and are taxable to shareholders as long-term capital
gains, regardless of the length of time a shareholder has held his shares.
Each Vista Portfolio will seek to avoid recognition of capital gains.
Distributions to shareholders will be treated in the same manner for federal
income tax purposes whether received in cash or reinvested in additional
shares of a Vista Portfolio. In general, distributions by a Vista Portfolio
are taken into account by shareholders in the year in which they are made.
However, certain distributions made during January will be treated as having
been paid by a Vista Portfolio and received by the shareholders on December
31 of the preceding year. A statement setting forth the federal income tax
status of all distributions made (or deemed made) during the fiscal year,
including any portions which constitute ordinary income dividends, capital
gains dividends and exempt interest dividends, will be sent to each
shareholder of a Vista Portfolio promptly after the end of each year.
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Under the backup withholding rules of the Code, certain shareholders may be
subject to 31% withholding of federal income tax on distributions and
redemption payments made by a Vista Portfolio. Generally, shareholders are
subject to backup withholding if they have not provided a Vista Portfolio
with a correct taxpayer identification number and certain required
certifications.
Vista U.S. Government Money Market Fund. Shareholders of the Vista U.S.
Government Money Market Fund (other than tax-exempt shareholders) will be
subject to federal income tax on the ordinary income dividends and any
capital gains dividends from such Vista Portfolio and may also be subject to
state and local taxes. The laws of some states and localities, however,
exempt from some taxes dividends such as those paid on shares of the Vista
U.S. Government Money Market Fund to the extent such dividends are
attributable to interest from obligations of the U.S. Government and certain
of its agencies and instrumentalities. The Vista U.S. Government Money Market
Fund intends to advise their shareholders of the proportion of their ordinary
income dividends which are attributable to such interest.
The State of New York, for example, exempts from its personal income tax
dividends such as those paid on shares of the Vista U.S. Government Money
Market Fund to the extent such dividends are attributable to interest from
obligations of the U.S. Government and certain of its agencies and
instrumentalities, provided that at least 50% of such Vista Portfolio's
portfolio consists of such obligations and such Vista Portfolio complies with
certain notice requirements. The New York State Department of Taxation and
Finance (like most other States) currently takes the position, however, that
certain obligations backed by the full faith and credit of the U.S. Treasury,
such as GNMA Certificates, and repurchase agreements backed by any U.S.
Government obligation, do not constitute exempt obligations of the U.S.
Government. Under present market conditions, it is expected that less than
50% of the Vista U.S. Government Money Market Fund's portfolio will consist
of obligations which the New York State Department of Taxation and Finance
views as exempt. Accordingly, it is likely that no portion of the dividends
paid on shares of such Vista Portfolio will be exempt from New York State
personal income tax.
Shareholders are urged to consult their tax advisers regarding the possible
exclusion from state and local income tax of a portion of the dividends paid
on shares of the Vista U.S. Government Money Market Fund which is
attributable to interest from obligations of the U.S. Government and its
agencies and instrumentalities.
Vista Tax Free Money Market Fund and Vista New York Tax Free Money Market
Fund. In accordance with the investment objectives of the Vista Tax Free
Money Market Fund and the Vista New York Tax Free Money Market Fund, it is
expected that most or all of the net investment income of the Vista Tax Free
Money Market Fund and the Vista New York Tax Free Money Market Fund will be
attributable to interest from Municipal Obligations, although from time to
time a portion of the portfolio of each such Vista Portfolio may be invested
in short- term taxable obligations since the preservation of capital and the
maintenance of liquidity are important aspects of each such Vista Portfolio's
investment objective. As a result, most or all of the dividends paid out of
the Vista Tax Free Money Market Fund's and the Vista New York Tax Free Money
Market Fund's net investment income will be designated "exempt-interest
dividends". The percentage of such dividends so designated will be applied
uniformly to all such dividends from the Vista Tax Free Money Market Fund or
the Vista New York Tax Free Money Market Fund made during each fiscal year
and may differ from the actual percentage for any particular month. Any
dividends paid out of any net long-term or short-term capital gains will be
taxable to shareholders, although the Vista Tax Free Money Market Fund and
the Vista New York Tax Free Money Market Fund each will seek to avoid
recognition of capital gains.
Although excluded from gross income for regular federal income tax purposes,
exempt-interest dividends, together with other tax-exempt interest, are
required to be reported on shareholders' federal income tax returns, and are
taken into account in determining the portion, if any, of Social Security
benefits which must be included in gross income for federal income tax
purposes. In addition, exempt-interest dividends paid out of interest on
certain Municipal Obligations that may be purchased by the Vista Tax Free
Money Market Fund or the Vista New York Tax Free Money Market Fund will be
treated as a tax preference item for both individual and corporate shareholders
potentially subject to an alternative minimum tax ("AMT"), and all
exempt-interest dividends will be included in computing a corporate
shareholder's adjusted current earnings, upon which is based a separate
corporate preference item which may be subject to AMT and to the environmental
superfund tax.
Interest on indebtedness incurred to purchase or carry shares of the Vista
Tax Free Money Market Fund or the Vista New York Tax Free Money Market Fund
is not deductible. Further, entities or persons who may be "substantial
users" (or persons related to "substantial users") of facilities financed by
certain types of Municipal Obligations should consult with their own tax
advisers before purchasing shares of the Vista Tax Free Money Market Fund or
the Vista New York Tax Free Money Market Fund.
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The exclusion from gross income for federal income tax purposes of
exempt-interest dividends does not necessarily result in an exclusion under
the income or other tax laws of any state or local taxing authority.
Shareholders of the Vista Tax Free Money Market Fund or the Vista New York
Tax Free Money Market Fund may be exempt from state and local taxes on
exempt-interest dividends paid out of interest on Municipal Obligations of
the state and/or municipalities of the state in which they reside but may be
subject to state and local tax on exempt-interest dividends paid out of
interest on Municipal Obligations of other jurisdictions. To the extent that
exempt-interest dividends from the Vista New York Tax Free Money Market Fund
are paid out of interest on New York Municipal Obligations, the dividends
will be exempt from New York State and New York City personal income taxes
for a New York individual resident shareholder. The annual tax information
statements referred to above, when sent to shareholders of the Vista New York
Tax Free Money Market Fund, will indicate the New York State and New York
City personal income tax status of distributions by such Fund.
Exempt-interest dividends from the Vista New York Tax Free Money Market Fund
are not excluded in determining New York State or New York City franchise
taxes on corporations and financial institutions.
F. OTHER INFORMATION CONCERNING SHARES OF VISTA
Net Asset Value
The net asset value of the Vista Shares of the Vista 100% U.S. Treasury
Securities Money Market Fund, the Vista Tax Free Money Market Fund and the
Vista New York Tax Free Money Market Fund is determined at 12:00 noon,
Eastern time and the net asset value of the Vista Shares of the Vista
Treasury Plus Money Market Fund, the Vista U.S. Government Money Market Fund
and the Vista Cash Management Fund is currently determined at 2:00 p.m.,
Eastern time, on each Fund Business Day. Effective upon consummation of the
Reorganization, the net asset value of the Vista Shares of the Vista Treasury
Plus Money Market Fund and the Vista Cash Management Fund will also be
determined as of 4:00 p.m., Eastern time, on each Fund Business Day. Net
asset value is determined by dividing a Vista Portfolio's net assets
attributable to Vista Shares by the number of its Vista Shares outstanding at
the time the determination is made. The portfolio securities of each Vista
Portfolio are valued at their amortized cost pursuant to Rule 2a-7 under the
1940 Act, certain requirements of which are summarized under "Comparison of
Investment Objectives and Policies." This method increases stability in
valuation, but may result in periods during which the stated value of a
portfolio security is higher or lower than the price such Vista Portfolio
would receive if the instrument were sold. It is anticipated that the net
asset value of each share will remain constant at $1.00 and these Vista
Portfolios will employ specific investment policies and procedures to
accomplish this result, although no assurance can be given that they will be
able to do so on a continuing basis. These procedures include a review of the
extent of any deviation of net asset value per share, based on available
market rates, from the $1.00 amortized cost price per share, and
consideration of certain actions before such deviation exceed 1/2 of 1%.
Income earned on a Vista Portfolio's investments is accrued daily and the Net
Income, as defined under "Distributions and Dividends" below, is declared
each Fund Business Day as a dividend. See "Determination of Net Asset Value"
in the Vista SAI for further information regarding determination of net asset
value and the procedures to be followed to stabilize the net asset value at
$1.00 per share.
Distributions and Dividends
The net income of the Vista Shares of the Vista Portfolios is determined
each Fund Business Day (and on such other days as the Trustees deem necessary
in order to comply with Rule 22c-1 under the 1940 Act). This determination is
made once during each such day as of 12:00 noon, Eastern time for the Vista
100% U.S. Treasury Securities Money Market Fund, the Vista Tax Free Money
Market Fund and the Vista New York Tax Free Money Market Fund and as of 2:00
p.m., Eastern time for the Vista Treasury Plus Money Market Fund, the Vista
U.S. Government Money Market Fund and the Vista Cash Management Fund.
Effective upon the consummation of the Reorganization, this determination will
be made at 4:00 p.m., Eastern time, rather than at 12:00 noon, Eastern time,
in the case of the Vista Treasury Plus Money Market Fund and the Vista Cash
Management Fund. All the net income, as defined below, of the Vista Shares so
determined is declared in shares as a dividend to shareholders of record at the
time of such determination. Shares begin accruing dividends on the day they are
purchased. Dividends are distributed monthly on or about the last business day
of each month (or on such other date in each month as the shareholder's
Shareholder Servicing Agent may designate as the dividend distribution date with
respect to a particular shareholder). Unless a shareholder elects to receive
dividends in cash (subject to the policies of the shareholder's Shareholder
Servicing Agent), dividends are distributed in the form of additional shares at
the rate of one share (and fractions thereof) for each one dollar (and
fractions thereof) of dividend income.
For this purpose, the net income of the Vista Shares (from the time of the
immediately preceding determination thereof) shall consist of all income
accrued, including the accretion of discounts, except for the Vista Tax Free
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Money Market Fund and the Vista New York Tax Free Money Market Fund, less the
amortization of any premium on the portfolio assets of such Vista Portfolio,
less all actual and accrued expenses determined in accordance with generally
accepted accounting principles. As noted above, securities are valued at
amortized cost, which the Trustees have determined in good faith constitutes
fair value for the purposes of complying with the 1940 Act. This valuation
method will continue to be used until such time as the Trustees determine
that it does not constitute fair value for such purposes.
Since the net income of the Vista Shares of a Vista Portfolio is declared
as a dividend each time its net income is determined, the net asset value per
share (i.e., the value of its net assets divided by the number of its shares
outstanding) is expected to remain at $1.00 per share immediately after each
such determination and dividend declaration. Any increase in the value of a
shareholder's investment, representing the reinvestment of dividend income,
is reflected by an increase in the number of shares in his account.
It is expected that the Vista Shares will have a positive net income at
the time of each determination thereof. If for any reason the net income
determined at any time is a negative amount, which could occur, for instance,
upon default by an issuer of a portfolio security, Vista would first offset
the negative amount with respect to each shareholder account from the
dividends declared during the month with respect to each such account. If and
to the extent that such negative amount exceeds such declared dividends at
the end of the month, the number of outstanding shares will be reduced by
treating each shareholder as having contributed to the capital of Vista that
number of full and fractional shares in the account of such shareholder which
represents his proportion of the amount of such excess. Each shareholder will
be deemed to have agreed to such contribution in these circumstances by his
investment. Thus, the net asset value per share will be maintained at a
constant $1.00.
Distribution Plans and Distribution and Sub-Administration Agreement
The Vista Board has adopted the Vista Distribution Plan for the Vista
Shares of certain Vista Portfolios in accordance with Rule 12b-1 under the
1940 Act, and, effective upon the Closing Date, the Vista Distribution Plan
will be in effect for the Vista Shares of each Vista Portfolio except for the
Vista Cash Management Fund. The Vista Trustees have concluded that there is a
reasonable likelihood that the Vista Distribution Plan will benefit the Vista
Portfolios and the holders of their Vista Shares.
Effective upon the Closing Date, the Vista Distribution Plan will provide
that the Vista Portfolios other than the Vista Cash Management Fund may pay
distribution fees (the "Distribution Fee"), including payments to the Vista
Distributor, at an annual rate not to exceed 0.10% of the average daily net
assets for the Vista Shares thereof. As noted above, there will be no
distribution plan for the Vista Cash Management Fund, and, accordingly, the
Vista Cash Management Fund will bear no distribution fees. The Vista
Distributor may, from time to time, voluntarily waive all or a portion of its
fees payable under the Vista Distribution Plan. Since the Distribution Fee is
not directly tied to expenses, the amount of Distribution Fees paid by each
of the Vista Portfolio's Vista Shares during any year may be more or less
than actual expenses incurred pursuant to the Vista Distribution Plan. For
this reason, this type of distribution fee arrangement is characterized by
the staff of the Commission as being of the "compensation variety" (in
contrast to "reimbursement" arrangements by which a distributor's
compensation is directly linked to its expenses). However, the Vista Shares
are not liable for any distribution expenses incurred in excess of the
Distribution Fee paid. No class of shares of a Vista Portfolio will make
payments or be liable for any distribution expenses incurred by any other
class of shares of such Vista Portfolio.
Pursuant to a Distribution and Sub-Administration Agreement (the
"Distribution Agreement"), the Vista Distributor acts as the principal
underwriter of shares of each existing Vista Portfolio and will act in such
capacity for each Vista Portfolio effective upon the Closing Date. Under the
Distribution Agreement, the Vista Distributor bears the expenses of printing,
distributing and filing prospectuses and statements of additional information
and reports used for sales purposes, and of preparing and printing sales
literature and advertisements not paid for by the Vista Distribution Plan. In
addition, the Vista Distributor provides certain sub-administration services,
including providing officers, clerical staff and office space. While there is
no sales load, the Vista Distributor receives a fee from each Vista Portfolio
at an annual rate equal to 0.05% of each such Vista Portfolio's average daily
net assets, on an annualized basis for Vista's then-current fiscal year.
Other funds which have investment objectives similar to those of each Vista
Portfolio, but which do not pay some or all of such fees from their assets,
may offer a higher return, although investors would, in some cases, be
required to pay a sales charge or a redemption fee.
The Vista Distributor has agreed to use a portion of its distribution and
sub-administration fee to pay for certain expenses incurred in connection
with organizing new series or classes of Vista and certain other ongoing
expenses of Vista.
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Expenses
Each of the Vista Portfolios intends to pay all or its pro rata share of
expenses, including the compensation of the Trustees; all fees under the
Vista Distribution Plan for that Vista Portfolio (payable on a per class
basis); governmental fees; interest charges; taxes; membership dues in the
Investment Company Institute; fees and expenses of independent accountants,
of legal counsel and of any transfer agent, Shareholder Servicing Agent, or
dividend disbursing agent; expenses of redeeming shares and servicing
shareholder accounts; expenses of preparing, printing and mailing
prospectuses, reports, notices, proxy statements and reports to shareholders
and to governmental officers and commissions; expenses connected with the
execution, recording and settlement of portfolio security transactions;
insurance premiums; fees and expenses of the Custodian including safekeeping
of funds and securities and maintaining required books and accounts; expenses
of calculating the net asset values of the Vista Portfolios; expenses of
shareholder meetings; and the advisory fees payable to the Adviser under the
Investment Advisory Agreements, the administration fee payable to the
Administrator under the Administration Agreement and the sub-administration
fee payable to the Vista Distributor under the Distribution and
Sub-Administration Agreement. Expenses relating to the issuance, registration
and qualification of shares of each Vista Portfolio and the preparation,
printing and mailing of prospectuses for such purposes are borne by the Vista
Portfolio except that the Distribution and Sub-Administration Agreement with
the Vista Distributor requires the Vista Distributor to pay for prospectuses
which are to be used for sales to prospective investors.
Pursuant to offering multiple classes of shares, certain expenses of the
Vista Portfolios are borne by certain classes, either exclusively, or in a
manner which approximates the proportionate value received by the class as a
result of the expense being incurred.
Description of Shares, Voting Rights and Liabilities
Vista is an open-end management investment company organized as a
Massachusetts business trust under the laws of the Commonwealth of
Massachusetts in 1994. Vista has reserved the right to create and issue
additional series or classes. Each share of a series or class represents an
equal proportionate interest in that series or class with each other share of
that series or class. The shares of each series or class participate equally
in the earnings, dividends and assets of the particular series or class.
Expenses of Vista which are not attributable to a specific series or class
are allocated among all the series in a manner believed by management of
Vista to be fair and equitable. Shares have no preemptive or conversion
rights. Shares when issued are fully paid and non-assessable, except as set
forth below. Shareholders are entitled to one vote for each whole share held,
and each fractional share shall be entitled to a proportionate fractional
vote, except that trust shares held in the treasury of the trust shall not be
voted. Shares of each series or class generally vote separately, for example
to approve an investment advisory agreement or distribution plan, but shares
of all series and classes vote together, to the extent required under the
1940 Act, in the election or selection of Trustees and independent
accountants.
The Vista Portfolios offer other classes of shares in addition to the
Vista Shares. Shareholders of the Vista Shares bear the fees and expenses
described herein. Similarly, shareholders of each other class of a Vista
Portfolio bear the fees and expenses described in the appropriate prospectus
for such classes of shares. Standardized yield quotations will be computed
separately for each class of shares of a Vista Portfolio. The principal
differences between the various share classes within a Vista Portfolio relate
to minimum investment and balance requirements, the level of services
provided to investors, and the amount of distribution, shareholder servicing
and certain other fees and expenses borne by the shares of each class.
Investors may call Vista at 1-800-34-VISTA to obtain additional
information about the classes of shares of the Vista Portfolios that are
offered. Any person entitled to receive compensation for selling or servicing
shares of a Vista Portfolio may receive different levels of compensation with
respect to one class of shares of such Vista Portfolio over another.
Vista is not required to hold annual meetings of shareholders but will
hold special meetings of shareholders of a series or class or of all series
and classes when in the judgment of the Trustees it is necessary or desirable
to submit matters for a shareholder vote. A Trustee of Vista may in
accordance with certain rules of the Commission be removed from office when
the holders of record of not less than two-thirds of the outstanding shares
either present a written declaration to Vista's Custodian or vote in person
or by proxy at a meeting called for this purpose. In addition, the Trustees
will promptly call a meeting of shareholders to remove a Trustee(s) when
requested to do so in writing by record holders of not less than 10% of the
outstanding shares of Vista. Finally, the Trustees shall, in certain
circumstances, give such shareholders access to a list of the names and
addresses of all other shareholders or inform them of the number of
shareholders and the cost of mailing their request. Vista's Declaration of
Trust provides that, at any meeting of shareholders, a Shareholder Servicing
Agent may vote any shares as to which such
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<PAGE>
Shareholder Servicing Agent is the
agent of record and which are otherwise not represented in person or by proxy
at the meeting, proportionately in accordance with the votes cast by holders
of all shares of the same series otherwise represented at the meeting in
person or by proxy as to which such Shareholder Servicing Agent is the agent
of record. Any shares so voted by a Shareholder Servicing Agent will be
deemed represented at the meeting for purposes of quorum requirements.
Shareholders of each series or class would be entitled to share pro rata in
the net assets of that series or class available for distribution to
shareholders upon liquidation of that series or class.
Vista is an entity of the type commonly known as a "Massachusetts business
trust." Under Massachusetts law, shareholders of such a business trust may,
under certain circumstances, be held personally liable as partners for its
obligations. However, the risk of a shareholder incurring financial loss on
account of shareholder liability is limited to circumstances in which both
inadequate insurance exists and Vista itself is unable to meet its
obligations.
On October 28, 1994, certain mutual fund series of MFG, an affiliated
investment company, underwent a statutory reorganization to become series of
Vista. The Vista U.S. Government Money Market Fund, the Vista Cash Management
Fund, the Vista Tax Free Money Market Fund and the Vista New York Tax Free
Money Market Fund are among such series and, therefore, certain information
contained herein reflects the history of those Vista Portfolios since their
inception as series of MFG and the fact that certain policies, plans and
shareholder privileges continued unchanged as a result of such reorganization.
G. SHAREHOLDER SERVICING AGENTS, TRANSFER AGENT AND CUSTODIAN
Shareholder Servicing Agents
The shareholder servicing agreement with each Shareholder Servicing Agent
for Vista provides that such Shareholder Servicing Agent will, as agent for
its customers, perform various services, including but not limited to the
following: answer customer inquiries regarding account status and history,
the manner in which purchases and redemptions of shares may be effected for
each Vista Portfolio or class of shares as to which the Shareholder Servicing
Agent is so acting and certain other matters pertaining to a Vista Portfolio
or class of shares; assist shareholders in designating and changing dividend
options, account designations and addresses; provide necessary personnel and
facilities to establish and maintain shareholder accounts and records; assist
in processing purchase and redemption transactions; arrange for the wiring of
funds; transmit and receive funds in connection with customer orders to
purchase or redeem shares; verify and guarantee shareholder signatures in
connection with redemption orders and transfers and changes in
shareholder-designated accounts; furnish (either separately or on an
integrated basis with other reports sent to a shareholder by a Shareholder
Servicing Agent) monthly and year-end statements and confirmations of
purchases and redemptions; transmit, on behalf of each Vista Portfolio or
class of shares, proxy statements, annual reports, updated prospectuses and
other communications to shareholders; receive, tabulate and transmit to the
Vista Portfolios proxies executed by shareholders with respect to meetings of
shareholders of each Vista Portfolio or class of shares; vote the outstanding
shares of each Vista Portfolio or class of shares whose shareholders do not
transmit executed proxies or attend shareholder meetings in the same
proportion as the votes cast by other shareholders of such Vista Portfolio or
class represented at the shareholder meeting and provide such other related
services as the Vista Portfolios or a shareholder may request. For performing
these services, each Shareholder Servicing Agent for the Vista Shares will be
entitled to receive, effective upon the Closing Date, an annual fee of up to
.35% of the average daily net assets of each Vista Portfolio represented by
shares owned during the period for which payment is being made by investors
for whom such Shareholder Servicing Agent maintains a servicing relationship.
Vista's Board of Trustees has determined that the amount payable by each
Vista Portfolio in respect of "service fees" (as defined in Article III,
Section 26 of the Rules of Fair Practice of the NASD) does not exceed
.25% of the average annual net assets of such portfolio. Each Shareholder
Servicing Agent may, from time to time, voluntarily waive a portion of the
fees payable to it. In addition, Chase may provide other related services to
Vista for which it may receive compensation.
The Shareholder Servicing Agent, and its affiliates, agents and
representatives acting as Shareholder Servicing Agents, may establish
custodial investment accounts ("Accounts"), known as Chase Investment
Accounts or by any other name designated by a Shareholder Servicing Agent.
Through such Accounts, customers can purchase, exchange and redeem Vista
Portfolio shares, receive dividends and distributions on Vista Portfolio
investments, and take advantage of any services related to an Account offered
by such Shareholder Servicing Agent from time to time. All Accounts and any
related privileges or services shall be governed by the laws of the State of
New York, without regard to its conflicts of laws provisions.
The Glass-Steagall Act and other applicable laws generally prohibit
federally chartered or supervised banks from publicly underwriting or
distributing certain securities such as each Vista Portfolio's shares. Vista,
on behalf
53
<PAGE>
of the Vista Portfolios, will engage banks, including Chase and its
affiliates, as Shareholder Servicing Agents only to perform advisory,
custodian, administrative and shareholder servicing functions as described
above. While the matter is not free from doubt, the management of Vista
believes that such laws should not preclude a bank, including a bank which
acts as investment adviser, custodian or administrator, or in all such
capacities for Vista, from acting as a Shareholder Servicing Agent. However,
possible future changes in federal law or administrative or judicial
interpretations of current or future law, could prevent a bank from
continuing to perform all or a part of its servicing activities. If that
occurred, the bank's shareholder clients would be permitted to remain as
shareholders and alternative means for continuing the servicing of such
shareholders would be sought. In such event, changes in the operation of each
Vista Portfolio might occur and a shareholder serviced by such bank might no
longer be able to avail himself of any automatic investment or other services
then being provided by such bank. Vista does not expect that shareholders
would suffer any adverse financial consequences as a result of these
occurrences.
Transfer Agent and Custodian
DST Systems, Inc. ("DST") acts as transfer agent and dividend disbursing
agent (the "Transfer Agent") for Vista. In this capacity, DST maintains the
account records of all shareholders in the existing Vista Portfolios and will
maintain such records for each Vista Portfolio effective upon the Closing
Date, including statement preparation and mailing. DST also is responsible
for disbursing dividend and capital gain distributions to shareholders,
whether taken in cash or additional shares. From time to time, DST and/or the
Vista Portfolios may contract with other entities to perform certain services
for the Transfer Agent. For its services as Transfer Agent, DST receives such
compensation as is from time to time agreed upon by Vista and DST. DST's
address is 127 W. 10th Street, Kansas City, MO 64105.
Pursuant to a Custodian Agreement, Chase acts as the custodian of the
assets of each existing Vista Portfolio, and will act as the custodian for
each Vista Portfolio effective upon the Closing Date. For its services as
Custodian, Chase receives compensation as is from time to time agreed upon by
Vista and Chase. The Custodian's responsibilities include safeguarding and
controlling each Vista Portfolio's cash and securities, handling the receipt
and delivery of securities, determining income and collecting interest on
each Vista Portfolio's investments, maintaining books of original entry for
portfolio and fund accounting and other required books and accounts, and
calculating the daily net asset value of shares of each Vista Portfolio.
Portfolio securities and cash may be held by sub-custodian banks if such
arrangements are reviewed and approved by the Trustees. The internal division
of Chase which serves as Vista's Custodian does not determine the investment
policies of the Vista Portfolios or decide which securities will be bought or
sold on behalf of the Vista Portfolios or otherwise have access to or share
material inside information with the internal division that performs advisory
services for the Vista Portfolios.
Tax Sheltered Retirement Plans
Shares of the Vista U.S. Government Money Market Fund and the Vista Cash
Management Fund are offered in connection with the following qualified
prototype retirement plans: IRA, Rollover IRA, SEP-IRA, Profit-Sharing, and
Money Purchase Pension Plans which can be adopted by self-employed persons
("Keogh") and by corporations, and 403(b) Retirement Plans. Call or write the
Transfer Agent for more information.
H. YIELD AND PERFORMANCE INFORMATION
From time to time, each of the Vista Shares may use hypothetical investment
examples and performance information in advertisements, shareholder reports
or other communications to shareholders. Because such performance information
is based on historical earnings, it should not be considered as an indication
or representation of the performance of the Vista Shares in the future. From
time to time, the yield of each of the Vista Shares, as a measure of its
performance, may be quoted and compared to those of other mutual funds with
similar investment objectives, unmanaged investment accounts, including savings
accounts, or other similar products and to other relevant indices or to rankings
prepared by independent services or other financial or industry publications,
such as Lipper Analytical Services, Inc., or the Morningstar Mutual Funds on
Disc, that monitor the performance of mutual funds. In addition, the yield of
each of the Vista Shares may be compared to the Donoghue's Money Fund
Averages(TM), compiled in the Donoghue's Money Fund Report, a widely
recognized independent publication that monitors the performance of money
market funds. Also, each of the Vista Shares' yield data may be reported in
national financial publications including, but not limited to, Money
Magazine, Forbes, Barron's, The Wall Street Journal and The New York Times,
or in publications of a local or regional nature. Each of the Vista Shares
may, with proper authorization, reprint articles written about the Vista
Shares and provide them to prospective shareholders.
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<PAGE>
Each of the Vista Shares may provide its annualized "yield" and "effective
yield" to current and prospective shareholders. The "yield" of a fund refers
to the income generated by an investment in the fund over a seven-day period
(which period shall be stated in any advertisement or communication with a
shareholder). This income is then "annualized," that is, the amount of income
generated by the investment during that week is assumed to be generated each
week over a 52-week period and is shown as a percentage of investment. The
"effective yield" is calculated similarly, but when annualized the income
earned by the investment during that week is assumed to be reinvested. The
"effective yield" will be slightly higher than the "yield" because of the
compounding effect of this assumed reinvestment.
The Vista Tax Free Money Market Fund and the Vista New York Tax Free Money
Market Fund each may also quote a "tax equivalent yield." The "tax equivalent
yield" refers to the yield that a taxable money market fund would have to
generate in order to produce an after-tax yield equivalent to that of the
Vista Tax Free Money Market Fund or the Vista New York Tax Free Money Market
Fund. The use of a tax equivalent yield allows investors to compare the yield
of the Vista Tax Free Money Market Fund or the Vista New York Tax Free Money
Market Fund, which provide shareholders with income excluded for federal
income tax and/or New York State and New York City tax purposes, to the
yields of money market funds which are not so tax-exempt.
Unlike some bank deposits or other investments which pay a fixed yield for a
stated period of time, the yield of each of the Vista Shares will vary based
on interest rates, the current market value of the securities held in the
Vista Portfolio's portfolio and changes in the Vista Portfolio's and the
shares' expenses. In addition, the Adviser, the Administrator, the Vista
Distributor and each Shareholder Servicing Agent may voluntarily waive a
portion of their fees on a month-to-month basis. In addition, the Vista
Distributor may assume a portion of a Vista Portfolio's expenses on a
month-to-month basis. These actions would have the effect of increasing the
net income (and therefore the yield) of the Vista Shares during the period
such waivers of fees or assumptions of expenses are in effect. These factors
and possible differences in the methods used to calculate yields should be
considered when comparing each of the Vista Shares' yields to those published
for other money market funds and other investment vehicles. A Shareholder
Servicing Agent may charge its customers direct fees in connection with an
investment (see "Purchases and Redemptions of Shares--Purchases") which will
have the effect of reducing the net return on the investment of customers of
that Shareholder Servicing Agent. Conversely, each of the Vista Shares is
advised that certain Shareholder Servicing Agents may credit to the accounts
of their customers from whom they are already receiving other fees amounts
not exceeding the Shareholder Servicing Agent fees received (see "Purchases
and Redemptions of Shares--Purchases"), which will have the effect of
increasing the net return on the investment of customers of those Shareholder
Servicing Agents. Such customers may be able to obtain through their
Shareholder Servicing Agents quotations reflecting such increased return. See
the Vista SAI for further information concerning each of the Vista Shares'
calculation of yield.
I. ADDITIONAL INFORMATION
Each Vista Portfolio has adopted a Code of Ethics which prohibits all
affiliated personnel from engaging in personal investment activities which
compete with or attempt to take advantage of such Vista Portfolio's planned
portfolio transactions. The objective of each Vista Portfolio's Code of
Ethics is that such Vista Portfolio's operations be carried out for the
exclusive benefit of its shareholders. Each Vista Portfolio maintains careful
monitoring of compliance with its Code of Ethics.
The Vista SAI contains more detailed information about Vista and the Vista
Shares, including information related to (i) each Vista Portfolio's
investment policies and restrictions, (ii) risk factors associated with each
Vista Portfolio's policies and investments, (iii) Vista's Trustees, officers
and the Administrator and the Adviser, (iv) portfolio transactions and brokerage
allocation, (v) the Vista Portfolio's shares, including rights and liabilities
of shareholders, and (vi) additional performance information, including the
method used to calculate yield or total rate of return quotations of such
shares. The audited financial statements for the existing Vista Portfolios for
their last fiscal year end are incorporated by reference into the Vista SAI.
The Vista SAI has been filed with the Commission and is incorporated by
reference into the Statement of Additional Information. A copy of the Vista
SAI may be obtained without charge by writing or calling Vista at the address
and telephone number shown on the cover page of this Prospectus/Proxy
Statement. These Reports and other information filed by Vista can be
inspected and copied at the Public Reference Facilities maintained by the
Securities and Exchange Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549 and at the New York regional office of the Securities and Exchange
Commission at 26 Federal Plaza, Room 1028, New York, New York 10007. 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.
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<PAGE>
As of January 22, 1996, the officers and Trustees of Vista as a group owned
less than 1% of any of its portfolios. As of November 30, 1995, the officers
and Directors of Hanover as a group owned less than 1% of any of its
portfolios. The tables below show the name, address and share ownership of
each person having at the record date for the Hanover Special Meeting of
Shareholders record or beneficial ownership with respect to 5% or more of a
class of a portfolio of Vista or Hanover. The tables also show the percentage
of shares of each portfolio owned by such persons at the record date, as well
as the percentage of shares that would be owned by these persons of record or
beneficially upon the consummation of the Reorganization based on shares
outstanding at the record date.
VISTA
<TABLE>
<CAPTION>
Percentage of
Percentage Portfolio Percentage of
Class and Amount of Class Shares Portfolio Shares
of Shares Owned Owned on Owned on Owned on
Portfolio Name and Address and Type of Ownership Record Date Record Date Consummation
- --------- ---------------- --------------------- ----------- ----------- ----------------
<S> <C> <C> <C> <C> <C>
Cash Nysernet, Inc. 6,178,032 6% .73% .25%
Management 200 Elwood Davis Road Vista Shares
Fund Liverpool, NY 13088-6147 (record & beneficial ownership)
Croydon Company Inc. 5,175 5% .61% .21%
7272 Morgan Road Vista Shares
Liverpool, NY 13090-4535 (record & beneficial ownership)
Cudd & Company 33,136,701 6% 3.9% 1.3%
1211 Avenue of the Americas Premier Shares
New York, NY 10036-8701 (record ownership)
National Financial Service 101,340,920 20% 12% 4%
Corp. Premier Shares
Church Street Station (record ownership)
P.O. Box 3908
New York, NY 10008-3908
Chase Manhattan Bank NA 25,940,184 5% 3% 1%
2000 Marcus Avenue-1 Premier Shares
New Hyde Park, NY 11042-1063 (record ownership)
Chase Manhattan Bank NA 154,222,191 31% 18% 6%
3 Chase Metro Tech Center Premier Shares
Brooklyn, NY 11245-0002 (record ownership)
Chase Manhattan Bank NA 39,377,089 8% 4.6% 1.6%
2 Chase Manhattan Plaza Premier Shares
New York, NY 10081-1001 (record ownership)
Citadel Holding Corp. 14,043,528 5% 1.6% .57%
550 So. Hope Street Institutional Shares
Los Angeles, CA 90210 (record & beneficial ownership)
Continental Micronesia Inc. 13,925,000 5% 1.6% .57%
P.O. Box 8778T Institutional Shares
Taminung, GU 96931-8778 (record & beneficial ownership)
Manhattan Prepaid Health 13,734,634 5% 1.6% .57%
Service Plan Inc. Institutional Shares
475 Riverside Drive (record & beneficial ownership)
New York, NY 10115-0122
Continental Airlines Inc. 33,220,000 12% 3.9% 1.3%
2929 Allen Parkway Institutional Shares
Houston, TX 77019-2197 (record & beneficial ownership)
Carriers ILA CFS Trust Fund 21,348,507 8% 2.5% .88%
One Evertrust Plaza Institutional Shares
Jersey City, NJ 07302-3051 (record & beneficial ownership)
Associated Food Stores LLC 13,060,286 5% 1.6% .57%
122-20 Merrick Blvd. Institutional Shares
Jamaica, NY 11434-1916 (record & beneficial ownership)
</TABLE>
56
<PAGE>
<TABLE>
<CAPTION>
Percentage of
Percentage Portfolio Percentage of
Class and Amount of Class Shares Portfolio Shares
of Shares Owned Owned on Owned on Owned on
Portfolio Name and Address and Type of Ownership Record Date Record Date Consummation
- --------- ---------------- --------------------- ----------- ----------- ----------------
<S> <C> <C> <C> <C> <C>
Chase Manhattan Bank N.A. 15,568,972 17% 1.9% .68%
Metropolitan Community Bank Institutional Shares
1985 Marcus Avenue-2 (record & beneficial ownership)
New Hyde Park, NY 11042-1081
Chase Manhattan Bank NA 36,695,043 14% 4.3% 1.5%
Global SEC Services Omnibus Institutional Shares
3 Chase Metro Tech Center (record ownership)
Brooklyn, NY 11245-0002
Cudd & Company 41,678,802 16% 4.9% 1.7%
1211 Avenue of the Americas Institutional Shares
New York, NY 10036-8701 (record ownership)
U.S. Cudd & Company 237,879,268 64% 9% 5.9%
Government 1211 Avenue of the Americas Vista Shares
Money New York, NY 10036-8701 (record ownership)
Market Fund
Chase Manhattan Bank N.A. 59,624,572 15% 2% 1.4%
Metropolitan Community Bank Vista Shares
1985 Marcus Avenue-2 (record & beneficial ownership)
New Hyde Park, NY 11042-1081
Chase Manhattan Bank NA 357,997,217 31% 14% 8%
Global SEC Services Omnibus Premier Shares
3 Chase Metro Tech Center (record ownership)
Brooklyn, NY 11245-0002
Penlin & Co. 110,378,835 9% 4% 2.7%
Chase Lincoln First Bank Premier Shares
P.O. Box 1412 (record ownership)
Rochester, NY 14602-1412
Chase Manhattan Bank 225,097,632 19% 9% 5.5%
Corp. Custody and Escrow Dept. Premier Shares
3 Chase Metro Tech Center (record ownership)
Brooklyn, NY 11245-0002
Chase Manhattan Bank 162,328,515 19% 6.5% 4%
3 Chase Metro Tech Center Institutional Shares
Brooklyn, NY 11245-0002 (record ownership)
Chase Manhattan Bank NA 455,844,932 47% 18% 11%
2 Chase Manhattan Plaza Institutional Shares
New York, NY 10081-10001 (record ownership)
Cudd & Company 53,358,534 5% 2% 1%
1211 Avenue of the Americas Institutional Shares
New York, NY 10036-8701 (record ownership)
Treasury Photronics Incorporated 5,477,872 8% 4% .30%
Plus Money 15 Secor Road Premier Shares
Market Fund Brookfield, CT 06804-3937 (record & beneficial ownership)
Chase Manhattan Bank NA 54,186,387 79% 40% 3%
2 Chase Manhattan Plaza Premier Shares
New York, NY 10081-10001 (record ownership)
Trenwick America Reinsurance 4,105,303 6% 3% .23%
Corp. Institutional Shares
Metro Center, One Station (record & beneficial ownership)
Place
Stanford, CT 06902
Chase Manhattan Bank TTEE 3,375,201 5% 2.5% .19%
4 Chase Metro Tech Center Institutional Shares
Brooklyn, NY 11245-0001 (record ownership)
57
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Percentage of
Percentage Portfolio Percentage of
Class and Amount of Class Shares Portfolio Shares
of Shares Owned Owned on Owned on Owned on
Portfolio Name and Address and Type of Ownership Record Date Record Date Consummation
- --------- ---------------- --------------------- ----------- ----------- ----------------
<S> <C> <C> <C> <C> <C>
Chase Manhattan Bank NA 44,603,298 69% 33% 2.5%
2 Chase Manhattan Plaza Institutional Shares
New York, NY 10081-10001 (record ownership)
Tax Free Cudd & Company 134,417,257 74% 26% 15.7%
Money 1211 Avenue of the Americas Vista Shares
Market Fund New York, NY 10036-8701 (record ownership)
Chase Manhattan Bank N.A. 26,753,213 14% 5% 3%
1985 Marcus Avenue-2 Vista Shares
New Hyde Park, NY 11042-1081 (record ownership)
Cudd & Company 55,924,539 33% 11% 6.5%
Chase Manhattan Bank NA Premier Shares
1211 Avenue of the Americas (record ownership)
New York, NY 10036-8701
National Financial Service Corp. 23,236,529 14% 4.5% 2.7%
Church Street Station Premier Shares
P.O. Box 3908 (record & beneficial ownership)
New York, NY 10008-3908
Cudd & Company 95,375,697 59% 18% 11%
Chase Manhattan Bank NA Institutional Shares
1211 Avenue of the Americas (record ownership)
New York, NY 10036-8701
Chase Manhattan Bank 12,186,343 7% 2% 1%
3 Chase Metro Tech Center Institutional Shares
Brooklyn, NY 11245-0002 (record ownership)
Parfums De Coeur Ltd 13,012,644 8% 2.5% 1.5%
85 Old Kings Highway N. Institutional Shares
Darien, CT 06820-4724 (record & beneficial ownership)
Union Bank of Switzerland NY 9,179,349 5% 1.8% 1%
299 Park Avenue Institutional Shares
New York, NY 10171-0026 (record & beneficial ownership)
New York Chase Manhattan Bank N.A. 124,849,715 24% 24% 15%
Tax Free Metropolitan Community Bank Vista Shares
Money 1985 Marcus Avenue-2 (record ownership)
Market Fund New Hyde Park, NY 11042-1081
Chase Manhattan Bank N.A. 37,089,832 7% 7% 4.4%
1985 Marcus Avenue-2 Vista Shares
New Hyde Park, NY 11042-1081 (record ownership)
National Financial Service 25,634,355 5% 5% 3%
Corp. Vista Shares
Church Street Station (record & beneficial ownership)
P.O. Box 3908
New York, NY 10008-3908
Cudd & Company 201,804,464 39% 39% 24%
Chase Manhattan Bank NA Vista Shares
1211 Avenue of the Americas (record ownership)
New York, NY 10036-8701
Federal Chase Manhattan Bank N.A. 49,063,004 21% 9% 9%
Money Metropolitan Community Bank Vista Shares
Market Fund 1985 Marcus Avenue-2 (record ownership)
New Hyde Park, NY 11042-1081
National Financial Service 99,039,116 51% 18% 18%
Corp. Premier Shares
Church Street Station (record & beneficial ownership)
P.O. Box 3908
New York, NY 10008-3908
</TABLE>
58
<PAGE>
<TABLE>
<CAPTION>
Percentage of
Percentage Portfolio Percentage of
Class and Amount of Class Shares Portfolio Shares
of Shares Owned Owned on Owned on Owned on
Portfolio Name and Address and Type of Ownership Record Date Record Date Consummation
- --------- ---------------- --------------------- ----------- ----------- ----------------
<S> <C> <C> <C> <C> <C>
Chase Manhattan Bank N.A. 42,315,116 22% 7.7% 7.7%
1985 Marcus Avenue-2 Premier Shares
New Hyde Park, NY 11042-1081 (record ownership)
Cudd & Company 70,764,013 58% 13% 13%
Chase Manhattan Bank NA Institutional Shares
1211 Avenue of the Americas (record ownership)
New York, NY 10036-8701
Chase Manhattan Bank NA 33,028,644 27% 6% 6%
2 Chase Manhattan Plaza Institutional Shares
New York, NY 10081-10001 (record ownership)
Health Management Systems Inc. 7,661,312 6% 1.4% 1.4%
401 Park Avenue South Institutional Shares
New York, NY 10016-8808 (record & beneficial ownership)
Prime Money Chase Manhattan Bank NA 321,934,668 68% 23% 23%
Market Fund 2 Chase Manhattan Plaza Premier Shares
New York, NY 10081-10001 (record ownership)
Chase Manhattan Bank NA 568,426,720 63% 41% 41%
2 Chase Manhattan Plaza Institutional Shares
New York, NY 10081-10001 (record ownership)
Chase Manhattan Bank 180,155,537 19% 13% 13%
3 Chase Metro Tech Center Institutional Shares
Brooklyn, NY 11245-0002 (record ownership)
California Cudd & Company 14,801,923 39% 39% 39%
Intermediate c/o Chase Manhattan Bank NA Shares
Tax Free 1211 Avenue of the Americas (record ownership)
Income Fund New York, NY 10036-8701
National Financial Service 10,211,626 27% 27% 27%
Corp. Shares
Church Street Station (record & beneficial ownership)
P.O. Box 3908
New York, NY 10008-3908
Union Bank of Switzerland NY 7,370,819 19% 19% 19%
299 Park Avenue Shares
New York, NY 10171-0026 (record & beneficial ownership)
New York Cudd & Company 2,315,852 25% 22% 22%
Tax Free 1211 Avenue of the Americas Class A Shares
Income Fund New York, NY 10036-8701 (record ownership)
Jeane B. Mahony 67,985 6% 6% 6%
38 Hutchinson Blvd. Class B Shares
Scarsdale, NY 10583-6524 (record & beneficial ownership)
</TABLE>
59
<PAGE>
HANOVER
<TABLE>
<CAPTION>
Percentage of
Corresponding
Amount of Percentage of Vista Portfolio
Shares Owned Portfolio Shares
and Type of Shares Owned on Owned on
Portfolio Name and Address Ownership Record Date Consummation
- ---------------------------- -------------------- ------------- --------------- -----------------
<S> <C> <C> <C> <C>
Chemical Bank 243,056,526 15.32% 10.02%
Administrative Services (record ownership)
Attention: Sevan Marinos
AIS Section 31/270
270 Park Avenue
New York, NY 10017-2014
Chemical Bank Global 82,809,263 5.22% 3.41%
Securities Services EBS (record ownership)
Attention: Mr. Kurt Nuemeister
4 New York Plaza
4th Floor
New York, NY 10004-2413
Manufacturers Hanover 92,741,719 5.85% 3.82%
Trust Company (record ownership)
Attention: Mr. Kurt Nuemeister
4 New York Plaza
4th Floor
New York, NY 10004-2413
Tax Free Money Market Chemical Bank 129,051,988 36.96% 15.10%
Fund Administrative Services (record ownership)
Attention: Sevan Marinos
AIS Section 31/270
270 Park Avenue
New York, NY 10017-2014
Obie and Company 62,889,961 18.01% 7.36%
c/o Texas Commerce Bank (record ownership)
Attention: STIP UNIT 17 HCB 98
P.O. Box 2558
Houston, TX 77252
New York Tax Free Chemical Bank 130,724,027 41.75% 15.85%
Money Market Fund Administrative Services (record ownership)
Attention: Sevan Marinos
AIS Section 31/270
270 Park Avenue
New York, NY 10017-2014
Leon Levy 24,813,350 7.92% 3.01%
Odyssey Partners, L.P. (record &
31 West 52nd Street beneficial
New York, NY 10019-6118 ownership)
100% U.S. Treasury Chemical Bank 215,239,576 14.88% 14.88%
Securities Money Market Administrative Services (record ownership)
Fund Attention: Sevan Marinos
AIS Section 31/270
270 Park Avenue
New York, NY 10017-2014
</TABLE>
60
<PAGE>
<TABLE>
<CAPTION>
Percentage of
Corresponding
Amount of Percentage of Vista Portfolio
Shares Owned Portfolio Shares
and Type of Shares Owned on Owned on
Portfolio Name and Address Ownership Record Date Consummation
- ---------------------------- -------------------- ------------- --------------- -----------------
<S> <C> <C> <C> <C>
U.S. Treasury Chemical Bank 127,713,111 7.79% 7.21%
Money Market Fund Administrative Services (record ownership)
Attention: Sevan Marinos
AIS Section 31/270
270 Park Avenue
New York, NY 10017-2014
Chemical Bank 115,874,211 7.07% 6.53%
Global Securities Services (record ownership)
Attention: Mr. Kurt Nuemeister
4 New York Plaza
4th Floor
New York, NY 10004-2413
Obie & Co. 280,610,710 17.11% 15.83%
c/o Texas Commerce Bank (record ownership)
Attention: STIP UNIT 17 HCB 98
P.O. Box 2558
Houston, TX 77252
Government Chemical Bank 136,765,349 8.75% 3.39%
Money Market Fund Administrative Services (record ownership)
Attention: Sevan Marinos
AIS Section 31/270
270 Park Avenue
New York, NY 10017-2014
Chemical Bank Global 112,028,654 7.16% 2.78%
Securities Services (record ownership)
Attention: Mr. Kurt Nuemeister
4 New York Plaza, 4th Floor
New York, NY 10004-2413
</TABLE>
INFORMATION ABOUT HANOVER
Information concerning the operations and management of Hanover is
incorporated herein by reference from its current prospectus and its current
statement of additional information (the "Hanover SAI"), each dated March 30,
1995, copies of which may be obtained without charge by writing or calling
Hanover at the address and telephone number shown on the cover page of this
Prospectus/Proxy Statement. Reports and other information filed by Hanover
can be inspected and copied at the Public Reference Facilities maintained by
the Securities and Exchange Commission, located at 450 Fifth Street, N.W.,
Washington, D.C., and copies of such material can 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.
Hanover will furnish, without charge, a copy of Hanover's Annual Report
for the fiscal year ended November 30, 1995 to a shareholder upon request.
Such requests may be made to the Secretary, The Hanover Funds, Inc., 237 Park
Avenue, New York, New York 10017 (1-800-821-2371).
61
<PAGE>
FINANCIAL STATEMENTS AND EXPERTS
The financial statements of each Vista Portfolio other than Vista 100%
U.S. Treasury Securities Money Market Fund incorporated by reference into
this Prospectus/Proxy Statement have been so incorporated in reliance on the
report of Price Waterhouse LLP, independent accountants, given on the
authority of said firm as experts in accounting and auditing.
The financial statements of the Hanover 100% U.S. Treasury Securities
Money Market Fund, the Hanover U.S. Treasury Money Market Fund, the Hanover
Government Money Market Fund, the Hanover Cash Management Fund, the Hanover
Tax Free Money Market Fund and the Hanover New York Tax Free Money Market
Fund as of November 30, 1995, incorporated by reference into this
Prospectus/Proxy Statement, have been incorporated herein in reliance on the
report of KPMG Peat Marwick LLP, independent certified public accountants,
given on the authority of said firm as experts in accounting and auditing.
LEGAL MATTERS
Certain legal matters concerning the issuance of shares of the Vista
Portfolios will be passed upon by Kramer, Levin, Naftalis, Nessen, Kamin &
Frankel, New York, New York.
62
<PAGE>
APPENDIX
RATINGS DESCRIPTION*
The ratings of Moody's, Standard & Poor's, Fitch and D&P represent their
opinions as to the quality of various Municipal Obligations. It should be
emphasized, however, that ratings are not absolute standards of quality.
Consequently, Municipal Obligations with the same maturity, coupon and rating
may have different yields while Municipal Obligations of the same maturity
and coupon with different ratings may have the same yield.
Description of Moody's two highest municipal bond ratings:
Aaa -- Bonds which are rated Aaa are judged to be of the best quality. They
carry the smallest degree investment risk and are generally referred to as
"gilt edge." Interest payments are protected by a large or by exceptionally
stable margin and principal is secure. While the various protective elements
are likely to change, such changes as can be visualized are most unlikely to
impair the fundamentally strong position of such issues.
Aa -- Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally known
as high grade bonds. They are rated lower than the best bonds because margins
of protection may not be as large as in Aaa securities, or fluctuation of
protective elements may be of greater amplitude, or there may be other
elements present which make the long-term risks appear somewhat larger than
in Aaa securities. Bonds in the Aa category which Moody's believes possess
the strongest investment attributes are designated by the symbol Aa1.
Description of Moody's two highest ratings of state and municipal notes:
Moody's ratings for state and municipal notes and other short-term loans are
designated Moody's Investment Grade ("MIG"). Such ratings recognize the
differences between short-term credit risk and long-term risk. Factors
affecting the liquidity of the borrower and short-term cyclical elements are
critical in short-term ratings, while other factors of major importance in
bond risk, long-term secular trends for example, may be less important over
the short run. Symbols used are as follows:
MIG-1 -- Notes bearing this designation are of the best quality, enjoying
strong protection from established cash flows of funds for their servicing or
from established and broad-based access to the market for refinancing, or
both.
MIG-2 -- Notes bearing this designation are of high quality, with margins of
protection ample although not so large as in the preceding group.
Description of Moody's two highest commercial paper ratings:
Moody's Commercial Paper ratings are opinions of the ability of issuers to
repay punctually promissory obligation not having an original maturity in
excess of nine months. Moody's employs three designations, all judged to be
investment grade, to indicate the relative repayment capacity of rated
issuers: Prime-1, Prime-2 and Prime-3.
Issuer rated Prime-1 (or related supporting institutions) have a superior
capacity for repayment of short-term promissory obligations. Prime-1
repayment capacity will normally be evidenced by the following
characteristics: (1) leading market positions in well-established industries;
(2) high rates of return on funds employed; (3) conservative capitalization
structures with moderate reliance on debt and ample asset protection; (4)
broad margins in earnings coverage of fixed financial charges and high
internal cash generation; and (5) well-established access to a range of
financial markets and assured sources of alternate liquidity.
Issuers rated Prime-2 (or related supporting institutions) have a strong
capacity for repayment of short-term promissory obligations. This will
normally be evidenced by many of the characteristics cited above but to a
lesser degree. Earnings trends and coverage ratios, while sound, will be more
subject to variation. Capitalization characteristics, while still
appropriate, may be more affected by external conditions. Ample alternate
liquidity is maintained.
- -----------------
*As described by the rating agencies. Ratings are generally given to
securities at the time of issuance. While the rating agencies may from time
to time revise such ratings, they undertake no obligation to do so.
A-1
<PAGE>
Description of Standard & Poor's two highest municipal bond ratings:
AAA -- Bonds rated AAA have the highest rating assigned by Standard &
Poor's. Capacity to pay interest and repay principal is extremely strong.
AA -- Bonds rated AA have a very strong capacity to pay interest and repay
principal and differ from the highest rated issues only in small degree.
Description of Standard & Poor's ratings of municipal notes and tax-exempt
demand bonds:
A Standard & Poor's note rating reflects the liquidity concerns and market
access risks unique to notes. Notes due in 3 years or less will likely
receive a note rating. Notes maturing beyond 3 years will most likely receive
a long-term debt rating. The following criteria will be used in making that
assessment.
-- Amortization schedule (the larger the final maturity relative to
other maturities, the more likely it will be treated as a note.)
-- Source of payment (the more dependent the issue is on the market for
its refinancing, the more likely it will be treated as a note)
Note rating symbols are as follows:
SP-1 -- Very strong or strong capacity to pay principal and interest.
Those issues determined to possess overwhelming safety characteristics are
given a plus (+) designation.
SP-2 -- Satisfactory capacity to pay principal and interest.
Standard & Poor's assigns "dual" ratings to all long-term debt issues that
have as part of their provisions a demand or double feature.
The first rating addresses the likelihood of repayment of principal and
interest as due, and the second rating addresses only the demand feature. The
long-term debt rating symbols are used for bonds to denote the long-term
maturity and the commercial paper rating symbols are used to denote the put
option (for example, "AAA/A-1+"). For the newer "demand notes," Standard &
Poor's note rating symbols, combined with the commercial per symbols, are
used (for example, "SP-1+/A-1+").
Description of Standard & Poor's two highest commercial paper ratings:
A -- Issues assigned this highest rating are regarded as having the greatest
capacity for timely payment. Issues in this category are delineated with the
numbers 1, 2 and 3 to indicate the relative degree of safety.
A-1--This designation indicates that the degree of safety regarding timely
payment is either overwhelming or very strong. Those issues determined to
possess overwhelming safety characteristics will be denoted with a plus (+)
sign designation.
A-2 -- Capacity for timely payment on issues with this designation is strong.
However, the relative degree of safety is not as high as for issues
designated A-1.
Description of Fitch's ratings of municipal notes and tax-exempt demand bonds
Municipal Bond Ratings
The ratings represent Fitch's assessment of the issuer's ability to meet the
obligations of a specific debt issue or class of debt. The ratings take into
consideration special features of the issuer, its relationship to other
obligations of the issuer, the current financial condition and operative
performance of the issuer and of any guarantor, as well as the political and
economic environment that might affect the issuer's financial strength and
credit quality.
AAA-Bonds rated AAA are considered to be investment grade and of the highest
credit quality. The obligor has an exceptionally strong ability to pay
interest and repay principal, which is unlikely to be affected by reasonably
foreseeable events.
AA-Bonds rated AA are considered to be investment grade and of very high
credit quality. The obligor's ability to pay interest and repay principal is
very strong, although not quite as strong as bonds rated AAA. Because bonds
rated in the AAA and AA categories are not significantly vulnerable to
foreseeable developments, short-term debt of these issuers is generally rated
F-1.
A-2
<PAGE>
Short-Term Ratings
Fitch's short-term ratings apply to debt obligations that are payable on
demand or have original maturities of up to three years, including commercial
paper, certificates of deposit, medium-term notes, and municipal and
investment notes.
Although the credit analysis is similar to Fitch's bond rating analysis, the
short-term rating places greater emphasis than bond ratings on the existence
of liquidity necessary to meet the issuer's obligations in a timely manner.
F-1+ -- Exceptionally Strong Credit Quality. Issues assigned this rating are
regarded as having the strongest degree of assurance for timely payment.
F-1 -- Very Strong Credit Quality. Issues assigned this rating reflect an
assurance of timely payment only slightly less in degree than issues rated
F-1+.
F-2 -- Good Credit Quality. Issues carrying this rating have satisfactory
degree of assurance for timely payments, but the margin of safety is not as
great as the F-1+ and F-1 categories.
Description of D&P's two highest short-term rating categories
D-1+ -- Highest Certainty of Timely Payment. Short-term liquidity, including
internal operating factors and/or access to alternative sources of funds, is
outstanding, and safety is just below risk-free U.S. Treasury short-term
obligations.
D-1 -- Very High Certainty of Timely Payment. Liquidity factors are
excellent and supported by good fundamental protection factors. Risk factors
are minor.
D-1 - -- High Certainty of Timely Payment. Liquidity factors are strong and
supported by good fundamental protection factors. Risk factors are very
small.
D-2 -- Good Certainty of Timely Payment. Liquidity factors and company
fundamentals are sound. Although ongoing funding needs may enlarge total
financing requirements, access to capital markets is good. Risk factors are
small.
A-3
<PAGE>
EXHIBIT A
<PAGE>
AGREEMENT AND PLAN OF REORGANIZATION AND LIQUIDATION
AGREEMENT AND PLAN OF REORGANIZATION AND LIQUIDATION, dated as of December
18, 1995 (this "Agreement") between THE HANOVER FUNDS, INC. ("Hanover"), a
Maryland corporation comprised of the following separate investment
portfolios: The 100% U.S. Treasury Securities Money Market Fund, The U.S.
Treasury Money Market Fund, The Government Money Market Fund, The Cash
Management Fund, The Tax Free Money Market Fund and The New York Tax Free
Money Market Fund (each, a "Hanover Portfolio") and MUTUAL FUND TRUST
("MFT"), a Massachusetts business trust comprised of separate investment
portfolios which include Vista Treasury Plus Money Market Fund, Vista U.S.
Government Money Market Fund, Vista Global Money Market Fund, Vista Tax Free
Money Market Fund and Vista New York Tax Free Money Market Fund and which is
expected to include, at the Effective Time of the Reorganization (as defined
herein), Vista 100% U.S. Treasury Securities Money Market Fund (each, an "MFT
Portfolio").
In consideration of the mutual promises herein contained, the parties
hereto agree as follows:
SECTION 1. SHAREHOLDER APPROVAL
(a) Hanover Meeting of Shareholders. A meeting of shareholders of each
Hanover Portfolio shall be called and held for the purpose of acting upon this
Agreement and the transactions contemplated herein. MFT shall furnish to
Hanover such data and information relating to MFT as shall be reasonably
requested by Hanover for inclusion in the information to be furnished to such
shareholders in connection with the meeting for the purpose of acting upon
this Agreement and the transactions contemplated herein.
(b) MFT Meeting of Shareholders. A meeting of the shareholders of MFT shall
be called and held for the purpose of all of the shareholders of MFT acting
upon the matters referred to in clause (i) of Section 7(f) of this Agreement,
the shareholders of each MFT Portfolio acting upon the matters referred to in
clauses (ii) and (v) of Section 7(f) of this Agreement, and the shareholders
of the MFT Portfolios referred to in clauses (iii) and/or (iv) of Section 7(f)
of this Agreement acting upon the matters referred to therein.
SECTION 2. REORGANIZATION
The transactions described in this section are hereinafter referred to as
the "Reorganization." For the avoidance of doubt, MFT's investment portfolios
other than the MFT Portfolios (consisting of Vista Prime Money Market Fund,
Vista California Tax Free Money Market Fund, Vista Tax Free Income Fund, Vista
New York Tax Free Income Fund, Vista California Intermediate Tax Free Income
Fund and Vista Federal Money Market Fund) are not parties to the Reorganization.
(a) Plan of Reorganization and Liquidation.
(1) Hanover will cause each Hanover Portfolio to convey, transfer and
deliver to the MFT Portfolio set forth opposite its name in the table attached
hereto as Schedule I (each such MFT Portfolio being the "Corresponding MFT
Portfolio" of the Hanover Portfolio set forth opposite its name, and each such
Hanover Portfolio being the "Corresponding Hanover Portfolio" of the MFT
Portfolio set forth opposite its name) at the closing provided for in Section
2(b) hereof (the "Closing") all of the then existing assets of such Hanover
Portfolio. In consideration thereof, MFT agrees at the Closing to cause each
MFT Portfolio (i) to assume and pay, to the extent that they exist on or after
the Effective Time of the Reorganization (as defined in Section 2(b) hereof),
all of the obligations and liabilities of its Corresponding Hanover Portfolio
and (ii) to issue and deliver to the Corresponding Hanover Portfolio full and
fractional shares of that series and class of MFT's shares of beneficial
interest, representing Vista Shares of such MFT Portfolio ("MFT Portfolio
Shares"), equal to that number of full and fractional MFT Portfolio Shares as
determined in Section 2(c) hereof. Any shares of capital stock, par value
$.001 per share, of the Hanover Portfolios ("Hanover Portfolio Shares") held
in the treasury of Hanover on the Effective Time of the Reorganization (as
defined in Section 2(b) hereof) shall thereupon be retired.
(2) At the Effective Time of the Reorganization, each Hanover Portfolio will
liquidate and distribute pro rata to its holders of Hanover Portfolio Shares
as of the Effective Time of the Reorganization the MFT Portfolio Shares of the
Corresponding MFT Portfolio received by such Hanover Portfolio pursuant to
this Section 2(a). Such liquidation and distribution will be accompanied by
the establishment of an account on the respective share records of each MFT
Portfolio in the name of each record holder of Hanover Portfolio Shares of the
Corresponding Hanover Portfolio and representing the respective pro rata
number of MFT Portfolio Shares due such shareholder. Fractional MFT Portfolio
Shares will be car-
<PAGE>
ried to the third decimal place. Simultaneously with such crediting of MFT
Portfolio Shares to the shareholders, the Hanover Portfolio Shares held by
such shareholders shall be cancelled.
(3) As soon as practicable after the Effective Time of the Reorganization,
Hanover shall take all the necessary steps under Maryland law and Hanover's
Articles of Incorporation, as amended and supplemented, to effect a complete
dissolution of Hanover and to deregister Hanover under the Investment Company
Act of 1940, as amended (the "Act").
(b) Closing and Effective Time of the Reorganization. Subject to the
satisfaction of the conditions to the Closing specified in this Agreement, the
Closing shall occur at 12:00 noon (with respect to the Vista Tax Free Money
Market Fund and the Vista New York Tax Free Money Market Fund and their
corresponding Hanover Portfolios) and at 2 p.m. (with respect to each of the
other Vista Portfolios and their corresponding Hanover Portfolios), New York
City time, on the day which is the later of (i) the final adjournment of the
meeting of the holders of Hanover Portfolio Shares at which this Agreement
will be considered, (ii) the declaration by the Securities and Exchange
Commission (the "Commission") of the effectiveness of the First N-1A Amendment
and the Second N-1A Amendment (each as defined in Section 5(b) hereof), (iii)
March 22, 1996, and (iv) such later day as the parties may mutually agree (the
"Effective Time of the Reorganization").
(c) Valuation. The number of full and fractional MFG Portfolio Shares to be
issued pursuant to Section 2(a) hereof to holders of shares of the
Corresponding Hanover Portfolio shall be determined by multiplying the number
of shares of the Corresponding Hanover Portfolio that will be exchanged for
such MFG Portfolio Shares by the appropriate exchange ratio computed as set
forth below, the product of such multiplication to be rounded to the nearest
one thousandth of a full share. For each Hanover Portfolio and its
Corresponding MFT Portfolio, the exchange ratio shall be the number determined
by dividing the net asset value per share of the Hanover Portfolio Shares by
the net asset value per share of the MFT Portfolio Shares of the Corresponding
MFT Portfolio, in each case such values to be determined on a consistent basis
by the valuation procedures that have been adopted by the Board of Trustees of
MFT, as of the Effective Time of the Reorganization; provided, that in the
case of Vista 100% U.S. Treasury Securities Money Market Fund and The 100%
U.S. Treasury Securities Money Market Fund of Hanover, the exchange ratio
shall be one. Each such exchange ratio shall be rounded to the nearest ten
thousandth.
All computations of value shall be made in accordance with the regular
practice of the MFT Portfolios as of the Effective Time by the agent then
responsible for pricing shares of the MFT Portfolios.
SECTION 3. REPRESENTATIONS AND WARRANTIES OF MFT
MFT represents and warrants to Hanover as follows:
(a) Organization, Existence, etc. MFT is a business trust 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, and each MFT Portfolio is a validly existing series of shares of
such business trust representing interests therein under the laws of
Massachusetts. MFT 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. MFT 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 prospectuses and statements of
additional information of MFT, each dated October 28, 1994 and included in
MFT's registration statement on Form N-1A filed with the 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 herein, in light of the circumstances under which they
were made, not misleading.
(d) Capitalization. MFT has an unlimited number of authorized shares of
beneficial interest, currently without par value, of which as of December 15,
1995 there were outstanding the following numbers of shares of the MFT
Portfolios: 141,507,578 shares of Vista Treasury Plus Money Market Fund
(consisting of 57,276,018 Premier Shares and 84,231,560 Institutional Shares),
2,223,546,135 shares of Vista U.S. Government Money Market Fund (consisting of
357,781,049 Vista Shares, 1,062,319,669 Premier Shares and 803,445,416
Institutional Shares), 909,499,298 shares of Vista Global Money Market Fund
(consisting of
2
<PAGE>
86,381,957 Vista Shares, 499,705,017 Premier Shares and 323,412,323
Institutional Shares), 444,587,213 shares of Vista Tax Free Money Market Fund
(consisting of 144,649,563 Vista Shares, 182,827,067 Premier Shares and
117,110,583 Institutional Shares), and 391,964,383 shares of Vista New York
Tax Free Money Market Fund (all of the Vista Shares class). There are no
outstanding shares of Vista 100% U.S. Treasury Money Market Fund. All of the
outstanding shares of MFT have been duly authorized and are validly issued,
fully paid and nonassessable. Because MFT 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 each MFT 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 of MFT for the fiscal
year ended August 31, 1995, which have been audited by Price Waterhouse LLP,
(the "MFT Financial Statements"), previously delivered to Hanover, fairly
present the financial position of MFT as of the dates thereof and the results
of its operations and changes in its net assets for each of the periods
indicated, in accordance with GAAP.
(f) Shares to be Issued Upon Reorganization. The MFT 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 MFT Portfolios' Prospectuses and
recognizing that under Massachusetts law, shareholders of an MFT Portfolio
could, under certain circumstances, be held personally liable for the
obligations of such MFT Portfolio).
(g) Authority Relative to this Agreement. MFT has the power to enter into
this Agreement and to carry out its obligations hereunder. The execution and
delivery of this Agreement and the consummation of the transactions
contemplated hereby have been duly authorized by MFT's Board of Trustees and
no other proceedings by MFT other than those contemplated under this
Agreement are necessary to authorize its officers to effectuate this
Agreement and the transactions contemplated hereby. MFT is not a party to or
obligated under any charter, by-law, 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 Agreement in accordance with its terms.
(h) Liabilities. There are no liabilities of MFT or the MFT Portfolios,
whether actual or contingent and whether or not determined or determinable,
other than liabilities disclosed or provided for in the MFT Financial
Statements and liabilities incurred in the ordinary course of business
subsequent to August 31, 1995 or otherwise previously disclosed to Hanover,
none of which has been materially adverse to the business, assets or results
of operations of MFT.
(i) No Material Adverse Change. Since August 31, 1995, there has been no
material adverse change in the financial condition, results of operations,
business, properties or assets of MFT, 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 MFT, threatened which would adversely affect MFT or
the MFT Portfolios or MFT'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 MFT and, to the knowledge of MFT, there are no regulatory
investigations of MFT pending or threatened, other than routine inspections
and audits.
(k) Contracts. Except for contracts and agreements disclosed to Hanover on
Schedule II hereto under which no default exists, MFT is not a party to or
subject to any material contract, debt instrument, plan, lease, franchise,
license or permit of any kind or nature whatsoever with respect to the MFT
Portfolios. As of the Effective Time of the Reorganization, MFT will have no
liability in respect of any of the contracts referred to in Section 5(f) with
respect to which MFT is to receive releases.
(l) Taxes. The federal income tax returns of MFT and each MFT Portfolio,
and all other income tax returns required to be filed by MFT and any MFT
Portfolio, have been filed for all taxable years to and including August 31,
1994, and all taxes payable pursuant to such returns have been paid. To the
knowledge of MFT, 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
MFT or any MFT Portfolio have been paid so far as due. Each portfolio of MFT,
other than Vista 100% U.S. Treasury Securities Money Market Fund, which has
not yet commenced operations,
3
<PAGE>
is qualified as a regulated investment company under the Internal Revenue
Code of 1986, as amended (the "Code"), in respect of each taxable year since
commencement of its operations.
SECTION 4. REPRESENTATIONS AND WARRANTIES OF HANOVER
Hanover represents and warrants to MFT as follows:
(a) Organization, Existence, etc. Hanover is a corporation duly organized,
validly existing and in good standing under the laws of the State of Maryland
and has the power to carry on its business as it is now being conducted, and
each Hanover Portfolio is a validly existing series of shares of such
corporation representing interests therein under the laws of Maryland.
Hanover 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. Hanover is registered under the Act
as an open-end diversified 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 Hanover, each dated March 30, 1995 and included in
Hanover'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 authorized capital stock of Hanover consists of
10,000,000,000 shares of Common Stock, each having a par value of $.001 per
share. As of December 15, 1995, there were outstanding 1,297,696,923 shares
of The 100% U.S. Treasury Securities Money Market Fund, 1,590,651,002 shares
of The U.S. Treasury Money Market Fund, 1,564,200,698 shares of The
Government Money Market Fund, 1,648,244,437 shares of The Cash Management
Fund, 317,954,363 shares of The Tax Free Money Market Fund, and 260,324,578
shares of The New York Tax Free Money Market Fund. All of the outstanding
shares of Hanover have been duly authorized and are validly issued, fully
paid and nonassessable. Because Hanover 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 time of the Closing, be held by
the shareholders of record of the Hanover Portfolios as set forth on the
books and records of Hanover's transfer agent (and in the amounts set forth
therein) and as set forth in any list of shareholders of record provided to
MFT for purposes of the Closing, and no such shareholders of record will have
any preemptive rights to purchase any of such shares, and Hanover does not
have outstanding any options, warrants or other rights to subscribe for or
purchase any shares (other than dividend reinvestment plans of the Hanover
Portfolios or as set forth in this Agreement), nor are there outstanding any
securities convertible into any shares of the Hanover Portfolios (except
pursuant to exchange privileges described in the current Prospectus and
Statement of Additional Information of Hanover). All of each Hanover
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 of Hanover for the year
ended November 30, 1994, which have been audited by KPMG Peat Marwick LLP,
and the unaudited financial statements of Hanover for the six months ended
May 31, 1995 (collectively, the "Hanover Financial Statements"), previously
delivered to MFT, fairly present the financial position of Hanover as of the
date thereof, and the results of its operations and changes in its net assets
for the periods indicated, in accordance with GAAP.
(f) Authority Relative to this Agreement. Hanover has the power to enter
into this Agreement and to carry out its obligations hereunder. The execution
and delivery of this Agreement and the consummation of the transactions
contemplated hereby have been duly authorized by its Board of Directors, and,
except for approval by the shareholders of Hanover, no other proceedings by
Hanover are necessary other than those contemplated under this Agreement to
authorize its officers to effectuate this Agreement and the transactions
contemplated hereby. Hanover is not a party to or obligated under any
charter, by-law, 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 Agreement in
accordance with its terms.
(g) Liabilities. There are no liabilities of Hanover, whether actual or
contingent and whether or not determined or determinable, other than
liabilities disclosed or provided for in the Hanover Financial Statements
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and liabilities incurred in the ordinary course of business subsequent to
May 31, 1995 or otherwise previously disclosed to MFT, none of which has been
materially adverse to the business, assets or results of Hanover.
(h) No Material Adverse Change. Since May 31, 1995, there has been no
material adverse change in the financial condition, results of operations,
business, properties or assets of Hanover, 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 Hanover, threatened which would adversely affect
Hanover or its 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 Hanover and, to the knowledge of Hanover, there are no regulatory
investigations of Hanover pending or threatened, other than routine
inspections and audits.
(j) Contracts. Except for contracts and agreements disclosed to MFT on
Schedule II hereto under which no default exists, Hanover is not a party to
or subject to any material contract, debt instrument, plan, lease, franchise,
license or permit of any kind or nature whatsoever. As of the Effective Time
of the Reorganization, Hanover will have no liability in respect of any of
the contracts referred to in Section 6(e) with respect to which Hanover is to
receive releases.
(k) Taxes. The federal income tax returns of Hanover and each Hanover
Portfolio, and all other income tax returns required to be filed by Hanover,
have been filed for all taxable years to and including the taxable year ended
November 30, 1994, and all taxes payable pursuant to such returns have been
paid. To the knowledge of Hanover, 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 Hanover or any Hanover Portfolio have been paid so far as
due. Each Hanover Portfolio has qualified as a regulated investment company
under the Code in respect of each taxable year since commencement of its
operations.
SECTION 5. COVENANTS OF MFT
MFT covenants to Hanover as follows:
(a) Portfolio Securities. All securities owned by MFT as of the Effective
Time of the Reorganization will be owned by MFT free and clear of any liens,
claims, charges, options and encumbrances, except as may be indicated in a
schedule delivered by MFT to Hanover immediately prior to the Effective Time
of the Reorganization or as may be permitted under the Act.
(b) Formation of New Portfolio; Amendment of Registration Statement on Form
N-1A. Prior to the Effective Time of the Reorganization, MFT will cause the
formation and registration of Vista 100% U.S. Treasury Securities Money
Market Fund, including filing an amendment or amendments to MFT's
registration statement on Form N-1A (collectively, the "First N-1A
Amendment") with the Commission relating to the registration of Vista 100%
U.S. Treasury Securities Money Market Fund. The investment objective and
policies of Vista 100% U.S. Treasury Securities Money Market Fund will
conform with the descriptions thereof contained in the Prospectus and
Statement of Additional Information in the form presented to the Hanover
Board of Directors. MFT will not issue any shares of Vista 100% U.S. Treasury
Securities Money Market Fund prior to the Effective Time of the
Reorganization except as contemplated by this Agreement. Prior to the
Effective Time of the Reorganization, MFT will also file an amendment to
MFT's registration statement on Form N-1A (the "Second N-1A Amendment") with
the Commission to conform the descriptions of the MFT Portfolios in such
registration statement with the descriptions of the MFT Portfolios in the
Registration Statement (as defined in Section 5(c) hereof), as the
Registration Statement may be amended or supplemented prior to the Effective
Time of the Reorganization.
(c) Registration Statement. MFT shall file with the Commission a
Registration Statement on Form N-14 (the "Registration Statement") under the
Securities Act relating to the MFT Portfolio Shares issuable hereunder. 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
shareholders' meeting referred to in Section 1(a) hereof, and at the
Effective Time of the Reorganization, the prospectus/proxy statement (the
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"Prospectus") and statement of additional information included therein (the
"Statement of Additional Information"), as amended or supplemented by any
amendments or supplements filed by MFT, 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; provided, however, that none of the representations and
warranties in this subsection shall apply to statements in or omissions from
a Registration Statement, Prospectus or Statement of Additional Information
made in reliance upon and in conformity with information furnished by Hanover
for use in the Registration Statement, Prospectus or Statement of Additional
Information as provided in Section 6(b) hereof.
(d) Cooperation in Effecting Reorganization. MFT agrees to use all
reasonable efforts (by taking such actions as may be necessary or advisable)
to effectuate the Reorganization, to continue in operation thereafter, and to
obtain any necessary regulatory approvals. MFT will cooperate fully with
Hanover in preparing and effecting any filings with the Federal Trade
Commission required under federal antitrust laws with respect to the proposed
Reorganization.
(e) Operations in the Ordinary Course. Except as otherwise contemplated by
this Agreement, MFT shall conduct its business in the ordinary course until
the consummation of the Reorganization.
(f) Interim Advisory Arrangements. Each portfolio of MFT shall enter into
an interim advisory agreement with The Chase Manhattan Bank, N.A. that will
be effective beginning at the time the merger of Chemical Banking Corporation
and The Chase Manhattan Corporation is consummated, and each such agreement
shall have been approved by the Board of Trustees of MFT. MFT shall have
obtained from the Commission exemptive relief from Section 15(a) of the Act
enabling it to enter into the interim advisory agreements referred to above
without obtaining prior shareholder approval, and shall comply with all
representations and conditions contained in the Commission's order issued in
connection therewith.
SECTION 6. COVENANTS OF HANOVER
Hanover covenants to MFT as follows:
(a) Portfolio Securities. With respect to the assets to be transferred in
accordance with Section 1(a), each Hanover 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 Hanover's books. At least five (5)
business days prior to the Closing, each Hanover Portfolio will provide MFT
with a list of its assets and a list of its stated Liabilities. Each Hanover
Portfolio shall have the right to sell any of the securities or other assets
shown on the list of assets prior to the Closing but will not, without the
prior approval of MFT, acquire any additional securities other than
securities which the Corresponding MFT 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 MFT informs Hanover that a Hanover Portfolio holds any investments that
its Corresponding MFT Portfolio would not be permitted to hold, the Hanover
Portfolio will dispose of such securities prior to the Closing to the extent
practicable and to the extent that its shareholders would not be materially
affected in an adverse manner by such a disposition. In addition, Hanover
will prepare and deliver to MFT, immediately prior to the Effective Time of
the Reorganization, a Schedule of Investments (the "Schedule") listing all
the securities owned by each Hanover Portfolio as of the Effective Time of
the Reorganization. All securities to be listed in the Schedule as of the
Effective Time of the Reorganization will be owned by Hanover free and clear
of any liens, claims, charges, options and encumbrances, except as indicated
in the Schedule or as permitted by the Act, 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.
(b) Registration Statement. In connection with the Registration Statement,
Hanover will cooperate with MFT and will furnish to MFT the information
relating to Hanover required by the Securities Act and the Regulations to be
set forth in the Registration Statement (including the Prospectuses and
Statements of Additional Information). At the time the Registration Statement
becomes effective, the Registration Statement, insofar as it relates to
Hanover, (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 shareholders' meeting referred to in Section 1(a)
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hereof 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 MFT, insofar as they relate to Hanover,
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 Hanover for use in the Registration Statement,
Prospectus or Statement of Additional Information as provided in this Section
6(b).
(c) Cooperation in Effecting Reorganization. Hanover agrees to use all
reasonable efforts (by taking such actions as may be necessary or advisable)
to effectuate the Reorganization, including calling the meeting of
shareholders referred to in Section 1(a) of this Agreement, and to obtain any
necessary regulatory approvals. Hanover will cooperate fully with MFT in
preparing and effecting any filings with the Federal Trade Commission
required under federal antitrust laws with respect to the proposed
Reorganization. Hanover will assist MFT in obtaining such information as MFT
reasonably requests concerning the beneficial ownership of the shares of the
Hanover Portfolios.
(d) Operations in the Ordinary Course. Except as otherwise contemplated by
this Agreement, Hanover shall conduct its business in the ordinary course
until the consummation of the Reorganization.
(e) Contract Terminations. Hanover shall, prior to the consummation of the
Reorganization, terminate its agreements with The Portfolio Group, Inc. (with
respect to the 100% U.S. Treasury Securities Money Market Fund, The U.S.
Treasury Money Market Fund, The Government Money Market Fund and The New York
Tax Free Money Market Fund), Texas Commerce Bank, National Association (with
respect to The Cash Management Fund and The Tax Free Money Market Fund),
Chemical Bank, Furman Selz Incorporated, Hanover Funds Distributor, Inc., and
each of the financial institutions with whom Hanover has entered into a
shareholder servicing agreement (as set forth in Schedule II hereto) for
Investment Advisory, Administration, Administration and Fund Accounting,
Custody, Distribution, Transfer Agency, Sub-Transfer Agency and Shareholder
Servicing services, as the case may be, such terminations to be effective as
of the Effective Time of the Reorganization.
SECTION 7. CONDITIONS TO OBLIGATIONS OF HANOVER
The obligations of Hanover hereunder with respect to the consummation of the
Reorganization as it relates to each Hanover Portfolio are subject to the
satisfaction of the following conditions:
(a) Approval by Hanover Shareholders. This Agreement and the transactions
contemplated by the Reorganization, including, when necessary, a temporary
amendment of the investment restrictions that might otherwise preclude the
consummation of the Reorganization, shall have been approved by the requisite
vote of the shares of each Hanover Portfolio entitled to vote in the matter.
(b) Covenants, Warranties and Representations. MFT 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), there shall have been no material adverse change (as defined in
Section 3(i)) in the financial condition, results of operations, business,
properties or assets of the MFT Portfolios since August 31, 1995, and Hanover
shall have received a certificate of the President of MFT satisfactory in
form and substance to Hanover so stating. Hanover shall also have received
certificates of (i) The Chase Manhattan Bank, N.A., in its capacity as
investment adviser to MFT and as MFT's administrator, and (ii) Vista
Broker-Dealer Services, Inc., in its capacity as MFT's distributor, in each
case to the effect that, as of the Effective Time of the Reorganization, such
entity is not aware that any of the representations and warranties of MFT
herein is not true in all material respects.
(c) Regulatory Approval. The Registration Statement, the First N-1A
Amendment and the Second N-1A Amendment shall each have been declared
effective by the Commission, no stop orders under the Securities Act
pertaining thereto shall have been issued and all approvals, registrations,
and exemptions under federal and state laws considered to be necessary shall
have been obtained.
(d) Tax Opinion. Hanover shall have received the opinion of Simpson Thacher
& Bartlett dated on or before the date of the Closing, addressed to and in
form and substance satisfactory to Hanover, as to certain of the federal
income tax consequences under the Code of the Reorganization, insofar as it
relates to each Hanover Portfolio and its Corresponding MFT Portfolio, and to
shareholders of each Hanover Portfolio. For
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purposes of rendering their opinion, Simpson Thacher & Bartlett may rely
exclusively and without independent verification, as to factual matters, upon
the statements made in this Agreement, the prospectus/proxy statement which
will be distributed to the shareholders of the Hanover Portfolios in
connection with the Reorganization, and upon such other written
representations as the President of each of Hanover and MFT will have
verified as of the Effective Time of the Reorganization. The opinion of
Simpson Thacher & Bartlett 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 each Hanover Portfolio and its
Corresponding MFT Portfolio; (ii) no gain or loss will be recognized by any
of the Hanover Portfolios or the Corresponding MFT Portfolios upon the
transfer of all the assets and liabilities, if any, of each Hanover Portfolio
to its Corresponding MFT Portfolio solely in exchange for MFT Portfolio
Shares or upon the distribution of the MFT Portfolio Shares to the holders of
Hanover Portfolio Shares solely in exchange for all of their Hanover
Portfolio Shares; (iii) no gain or loss will be recognized by shareholders of
any of the Hanover Portfolios upon the exchange of such Hanover Portfolio
Shares solely for MFT Portfolio Shares; (iv) the holding period and tax basis
of the MFT Portfolio Shares received by each holder of Hanover Portfolio
Shares pursuant to the Reorganization will be the same as the holding period
(provided the Hanover Portfolio Shares were held as a capital asset on the
date of the Reorganization) and tax basis of the Hanover Portfolio Shares
held by the shareholder immediately prior to the Reorganization; and (v) the
holding period and tax basis of the assets of each of the Hanover Portfolios
acquired by its Corresponding MFT Portfolio will be the same as the holding
period and tax basis of those assets to each of the Hanover Portfolios
immediately prior to the Reorganization.
The payment by Chemical Banking Corporation and/or The Chase Manhattan
Corporation of the related Reorganization expenses referred to in Section 10
hereof will not affect the opinions set forth above regarding the tax
consequences of the exchanges by Hanover and the shareholders of Hanover;
however, Simpson Thacher & Bartlett will express no opinion as to any federal
income tax consequences to any of the parties of the payment of such expenses
by Chemical Banking Corporation and/or The Chase Manhattan Corporation.
(e) Opinion of Counsel. Hanover shall have received the opinion of Kramer,
Levin, Naftalis, Nessen, Kamin & Frankel as counsel for MFT, dated as of the
date of the Closing, addressed to and in form and substance satisfactory to
Hanover, to the effect that: (i) MFT is a business trust duly organized and
existing under the laws of the Commonwealth of Massachusetts, and each MFT
Portfolio is a validly existing series of shares of such business trust; (ii)
MFT is an open-end investment company of the management type registered under
the Act; (iii) this Agreement and the Reorganization provided for herein and
the execution of this Agreement have been duly authorized and approved by all
requisite action of MFT and this Agreement has been duly executed and
delivered by MFT and is a valid and binding obligation of MFT enforceable
against MFT in accordance with its terms, except as affected by bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and other
similar laws relating to or affecting creditors' rights generally, general
equitable principles (whether considered in a proceeding in equity or at law)
and an implied covenant of good faith and fair dealing; (iv) the Registration
Statement has been declared effective under the Securities Act and to such
counsel's knowledge after reasonable investigation no stop order has been
issued or threatened suspending its effectiveness; (v) to such counsel's
knowledge, no consent, approval, order or other authorization of any federal
or New York state or Massachusetts state court or administrative or
regulatory agency is required for MFT to enter into this Agreement or carry
out its terms that has not already been obtained, other than where the
failure to obtain any such consent, approval, order or authorization would
not have a material adverse effect on the operations of MFT; (vi) to such
counsel's knowledge, MFT is not in breach or violation of any material
contract listed on Schedule II hereto to which it is a party, which breach or
violation would (a) affect the ability of MFT to enter into this Agreement or
consummate the transactions contemplated hereby, including the
Reorganization, or (b) have a material adverse effect on the business or
financial condition of MFT; (vii) to such counsel's knowledge, no federal or
New York state or Massachusetts state administrative or regulatory proceeding
is pending or threatened against MFT which would (i) affect the ability of
MFT to enter into this Agreement or consummate the transactions contemplated
hereby, including the Reorganization, or (b) have a material adverse effect
on the business or financial condition of MFT; and (viii) the MFT Portfolio
Shares to be issued in the Reorganization have been duly authorized and upon
issuance thereof in accordance with this Agreement, will be validly issued,
fully paid and nonassessable. In rendering such opinion, Kramer, Levin,
Naftalis, Nessen, Kamin & Frankel may rely on the opinion of Massachusetts
counsel as to matters relating to Massachusetts law and on certificates of
officers and/or trustees of MFT as to factual matters.
(f) Board of Trustees Approvals. The Board of Trustees of MFT shall have
taken the following action with respect to MFT or the MFT Portfolios, as the
case may be, at a meeting duly called for such purposes:
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(i) approval of the selection of Price Waterhouse LLP as MFT's
independent auditors for the fiscal year ending August 31, 1996, on terms
acceptable to the Hanover Board of Directors;
(ii) approval of an investment advisory agreement with The Chase
Manhattan Bank, N.A. with respect to each MFT Portfolio, in each case in the
form presented to the Hanover Board of Directors;
(iii) approval of sub-investment advisory agreements between The Chase
Manhattan Bank, N.A. and Texas Commerce Bank, National Association with
respect to the Vista Global Money Market Fund (to be renamed the Vista Cash
Management Fund in connection with the Reorganization) and the Vista Tax Free
Money Market Fund, and between The Chase Manhattan Bank, N.A. and Chase Asset
Management, Inc., with respect to each other MFT Portfolio, in each case in
the form presented to the Hanover Board of Directors;
(iv) approval of the application of MFT's distribution plan pursuant to
Rule 12b-1 under the Act to Vista Shares of the Vista 100% U.S. Treasury
Securities Money Market Fund, to conform with the Prospectus and Statement of
Additional Information in the form presented to the Hanover Board of
Directors, as the Prospectus and Statement of Additional Information may be
amended or supplemented at the time of the shareholders' meeting referred to
in Section 1(a) hereof;
(v) approval of the modification of certain fundamental investment
limitations of the MFT Portfolios and certain other investment policies to
conform with the descriptions thereof contained in the Prospectus and
Statement of Additional Information in the form presented to the Hanover
Board of Directors or as may be amended or supplemented at the time of the
shareholders' meeting referred to in Section 1(a) hereof; and
(vi) creation of Vista Shares in the Vista Treasury Plus Money Market
Fund and authorization of the issuance by MFT, immediately prior to the
Effective Time of the Reorganization, of one Vista Share of Vista 100% U.S.
Treasury Securities Money Market Fund of MFT to Vista Broker Dealer Services
("VBDS") in consideration for payment equal to the net asset value per share
of The 100% U.S. Treasury Securities Money Market Fund of Hanover, and one
Vista Share of Vista Treasury Plus Money Market Fund of MFT to VBDS in
consideration for payment equal to the net asset value per share of The U.S.
Treasury Money Market Fund of Hanover for the purpose of enabling VBDS to
vote on the matters referred to in paragraph (g) and (h), respectively, of
Section 8.
(g) Trustees and Officers Insurance. Chemical Banking Corporation and/or
The Chase Manhattan Corporation shall have purchased trustees and officers
liability insurance coverage referred to in Section 10(b) of this Agreement.
(h) Contract Terminations. Hanover shall have terminated the agreements
referred to in Section 6(e) of this Agreement as provided therein.
(i) Bank Holding Company Merger. The merger of The Chase Manhattan
Corporation with and into Chemical Banking Corporation shall have been
consummated.
SECTION 8. CONDITIONS TO OBLIGATIONS OF MFT
The obligations of MFT hereunder with respect to the consummation of the
Reorganization as it relates to each MFT Portfolio are subject to the
satisfaction of the following conditions:
(a) Approval by Shareholders. This Agreement and the transactions
contemplated by the Reorganization, including, when necessary, a temporary
amendment of the investment restrictions that might otherwise preclude the
consummation of the Reorganization, shall have been approved by the requisite
vote of the shares of each Hanover Portfolio entitled to vote on the matter.
(b) Covenants, Warranties and Representations. Hanover 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), there shall have been no material adverse change (as defined in
Section 4(h)) in the financial condition, results of operations, business,
properties or assets of the Hanover Portfolios since November, 1995, and MFT
shall have received a certificate of the President of Hanover satisfactory in
form and substance to MFT so stating. MFT shall also have received
certificates of (i) The Portfolio Group, Inc., in its capacity as investment
adviser to The U.S. Treasury Money Market Fund, The Government Money Market
Fund, The 100% U.S. Treasury Secu-
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rities Money Market Fund and The New York Tax Free Money Market Fund of
Hanover, (ii) Texas Commerce Bank, National Association, in its capacity as
investment adviser to The Cash Management Fund and The Tax Free Money Market
Fund of Hanover, (iii) Furman Selz Incorporated, in its capacity as Hanover's
administrator and (iv) Hanover Funds Distributor, Inc., in its capacity as
Hanover's distributor, in each case to the effect that, as of the Effective
Time of the Reorganization, such entity is not aware that any of the
representations and warranties of Hanover herein is not true in all material
respects.
(c) Portfolio Securities. All securities to be acquired by each MFT
Portfolio in the Reorganization shall have been approved for acquisition by
the investment adviser of such MFT Portfolio as consistent with the
investment policies of such MFT Portfolio and all such securities on the
books of the Corresponding Portfolio that are not readily marketable shall be
valued on the basis of an evaluation by an independent appraiser acceptable
to both Hanover and MFT at the expense of Chemical Banking Corporation and/or
The Chase Manhattan Corporation, taking into account the information
contained in the Schedule.
(d) Regulatory Approval. The Registration Statement, the First N-1A
Amendment and the Second N-1A Amendment shall each have been declared
effective by the Commission, no stop orders under the Securities Act
pertaining thereto shall have been issued and all approvals, registrations,
and exemptions under federal and state laws considered to be necessary shall
have been obtained.
(e) Tax Opinion. MFT shall have received the opinion of Simpson Thacher &
Bartlett, dated on or before the date of the Closing, addressed to and in
form and substance satisfactory to MFT, as to certain of the federal income
tax consequences under the Code of the Reorganization insofar as it relates
to each Hanover Portfolio and its Corresponding MFT Portfolio, and to
shareholders of each Hanover Portfolio. For purposes of rendering their
opinion, Simpson Thacher & Bartlett may rely exclusively and without
independent verification as to factual matters, upon the statements made in
this Agreement, the prospectus/proxy statement which will be distributed to
the shareholders of the Hanover Portfolios in connection with the
Reorganization, and upon such other written representations as the President
of each of Hanover and MFT will have verified as of the Effective Time of the
Reorganization. The opinion of Simpson Thacher & Bartlett 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 each
Hanover Portfolio and its Corresponding MFT Portfolio; (ii) no gain or loss
will be recognized by any of the Hanover Portfolios or the Corresponding MFT
Portfolios upon the transfer of all the assets and liabilities, if any, of
each Hanover Portfolio to its Corresponding MFT Portfolio solely in exchange
for MFT Portfolio Shares or upon the distribution of the MFT Portfolios
Shares to the holders of Hanover Portfolio Shares solely in exchange for all
of their Hanover Portfolios Shares; (iii) no gain or loss will be recognized
by shareholders of any of the Hanover Portfolios upon the exchange of such
Hanover Portfolio Shares solely for MFT Portfolio Shares; (iv) the holding
period and tax basis of the MFT Portfolio Shares received by each holder of
Hanover Portfolio Shares pursuant to the Reorganization will be the same as
the holding period (provided the Hanover Portfolio Shares were held as a
capital asset on the date of the Reorganization) and tax basis of the Hanover
Portfolio Shares held by the shareholder immediately prior to the
Reorganization; and (v) the holding period and tax basis of the assets of
each of the Hanover Portfolios acquired by its Corresponding MFT Portfolio
will be the same as the holding period and tax basis of those assets to each
of the Hanover Portfolios immediately prior to the Reorganization.
The payment by Chemical Banking Corporation and/or The Chase Manhattan
Corporation of the related Reorganization expenses referred to in Section 10
hereof will not affect the opinions set forth above regarding the tax
consequences of the exchanges by Hanover and the shareholders of Hanover;
however, Simpson Thacher & Bartlett will express no opinion as to any federal
income tax consequences to any of the parties of the payment of such expenses
by Chemical Banking Corporation and/or The Chase Manhattan Corporation.
(f) Opinion of Counsel. MFT shall have received the opinion of Simpson
Thacher & Bartlett, as counsel for Hanover, dated as of the date of the
Closing, addressed to and in form and substance satisfactory to MFT, to the
effect that (i) Hanover is a corporation duly organized and validly existing
under the laws of the State of Maryland and each Hanover Portfolio is a
validly existing series of shares of such corporation; (ii) Hanover is an
open-end investment company of the management type registered under the Act;
(iii) this Agreement and the Reorganization provided for herein and the
execution of this Agreement have been duly authorized and approved by all
requisite corporate action of Hanover and this Agreement has been duly
executed and delivered by Hanover and is a valid and binding obligation of
Hanover enforceable against Hanover in accordance with its terms, except as
affected by bankruptcy, insolvency, fraudulent conveyance, reorganization,
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moratorium and other similar laws relating to or affecting creditors' rights
generally, general equitable principles (whether considered in a proceeding
in equity or at law) and an implied covenant of good faith and fair dealing;
(iv) to such counsel's knowledge, no consent, approval, order or other
authorization of any federal or New York state or Maryland state court or
administrative or regulatory agency is required for Hanover to enter into
this Agreement or carry out its terms that has not already been obtained
other than where the failure to obtain any such consent, approval, order or
authorization would not have a material adverse effect on the operations of
Hanover; (v) to such counsel's knowledge, Hanover is not in breach or
violation of any material contract listed on Schedule II hereto to which it
is a party, which breach or violation would (a) affect the ability of Hanover
to enter into this Agreement or consummate the transactions contemplated
hereby, including the Reorganization, or (b) have a material adverse effect
on the business or financial condition of Hanover; and (vi) to such counsel's
knowledge, no federal or New York state or Maryland state administrative or
regulatory proceeding is pending or threatened against Hanover which would
(a) affect the ability of Hanover to enter into this Agreement or consummate
the transactions contemplated hereby, including the Reorganization, or (b)
have a material adverse effect on the business or financial condition of
Hanover. In rendering such opinion, Simpson Thacher & Bartlett may rely on
the opinion of Maryland counsel as to matters relating to Maryland law, and
on certificates of officers and/or trustees of Hanover as to factual matters.
(g) Vote by the Sole Shareholder of Vista 100% U.S. Treasury Securities
Money Market Fund. VBDS shall have voted, immediately after it becomes sole
shareholder of Vista Shares of Vista 100% U.S. Treasury Securities Money
Market Fund of MFT and prior to the receipt by Hanover of any of Vista 100%
U.S. Treasury Securities Money Market Fund shares, to:
(i) approve the investment advisory agreement between MFT and The Chase
Manhattan Bank, N.A., and the sub-investment advisory agreement between The
Chase Manhattan Bank and Chase Asset Management, Inc. with respect to Vista
100% U.S. Treasury Securities Money Market Fund as contemplated by Section
7(f) hereof;
(ii) approve MFT's distribution plan pursuant to Rule 12b-1 under the Act
for Vista Shares of Vista 100% U.S. Treasury Securities Money Market Fund as
contemplated by Section 7(f) hereof;
(iii) approve all persons who are to be Trustees of MFT effective upon
consummation of the Reorganization as Trustees of MFT; and
(iv) approve the selection of Price Waterhouse LLP as MFT's independent
auditors for the fiscal year ending August 31, 1996.
(h) Vote by the Sole Shareholder of Vista Shares of Vista Treasury Plus
Money Market Fund. VBDS shall have voted, immediately after it becomes sole
shareholder of Vista Shares of Vista Treasury Plus Money Market Fund of MFT
and prior to the receipt by Hanover of any of Vista Treasury Plus Money
Market Fund shares, to approve MFT's distribution plan pursuant to Rule 12b-1
under the Act for Vista Shares of Vista Treasury Plus Money Market Fund as
contemplated by Section 7(g) hereof.
(i) Contract Terminations. Hanover shall have terminated the agreements
referred to in Section 6(e) of this Agreement as provided therein.
(j) Bank Holding Company Merger. The merger of The Chase Manhattan
Corporation with and into Chemical Banking Corporation shall have been
consummated.
SECTION 9. AMENDMENTS; TERMINATIONS; NO SURVIVAL OF COVENANTS, WARRANTIES
AND REPRESENTATIONS
(a) Amendments. The parties hereto may, by agreement in writing authorized
by their respective Board of Trustees or Board of Directors, amend this
Agreement at any time before or after approval hereof by the shareholders of
Hanover or MFT or both, 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 of the parties hereto 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 neither party may waive the
conditions set forth in Sections 7(c) or 8(d) hereof.
11
<PAGE>
(c) Termination by Hanover. Hanover may terminate this Agreement at any time
prior to the Effective Time of the Reorganization by notice to MFT and
Chemical Banking Corporation if (i) a material condition to its performance
hereunder or a material covenant of MFT 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 Agreement shall be made by MFT.
(d) Termination by MFT. MFT may terminate this Agreement at any time prior
to the Effective Time of the Reorganization by notice to Hanover and Chemical
Banking Corporation if (i) a material condition to its performance hereunder
or a material covenant of Hanover 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 Agreement shall be made by Hanover.
(e) Termination by either Hanover or MFT. This Agreement may be terminated
by Hanover or MFT at any time prior to the Effective Time of the
Reorganization, whether before or after approval of this Agreement by the
shareholders of Hanover, without liability on the part of either party
hereto, its respective Directors, Trustees, officers or shareholders, or
Chemical Banking Corporation, on notice to the other parties in the event
that such party's Board of Directors or Board of Trustees, as the case may
be, determines that proceeding with this Agreement is not in the best
interest of that party's shareholders. Unless the parties hereto shall
otherwise agree in writing, this Agreement shall terminate without liability
as of the close of business on July 31, 1996 if the Effective Time of the
Reorganization is not on or prior to such date.
(f) Survival. No representations, warranties or covenants in or pursuant to
this Agreement (including certificates of officers), except for the
provisions of Section 10 of this Agreement, shall survive the Reorganization.
SECTION 10. EXPENSES; INSURANCE
(a) Except as otherwise specified in this Section 10, the expenses of the
Reorganization will be borne by Chemical Banking Corporation and/or The Chase
Manhattan Corporation. Such expenses include, without limitation, (i)
expenses incurred in connection with the entering into and the carrying out
of the provisions of this Agreement; (ii) expenses associated with the
preparation and filing of the Registration Statement under the Securities Act
covering the MFT Portfolio Shares to be issued pursuant to the provisions of
this Agreement (other than registration fees payable to the Commission in
respect of the registration of such shares, which shall be payable by the
respective MFT Portfolios in which such shares represent interests); (iii)
registration or qualification fees and expenses of preparing and filing such
forms as are necessary under applicable state securities laws to qualify the
Corresponding MFT Portfolio Shares to be issued in connection herewith in
each state in which shareholders of the corresponding Hanover Portfolios are
resident as of the date of the mailing of the Prospectus to such
shareholders; (iv) postage; (v) printing; (vi) accounting fees; (vii) legal
fees and (viii) solicitation costs relating to the Reorganization.
(b) Chemical Banking Corporation and/or The Chase Manhattan Corporation
agrees to purchase, prior to the Effective Time of the Reorganization,
trustee and officers liability insurance coverage for the benefit of the
Board of Directors of Hanover for a period of one year following the Closing,
the coverage and policy limits to be no less favorable than those of the
Hanover insurance coverage currently in existence.
SECTION 11. NOTICES
Any notice, report, statement or demand required or permitted by any
provision of this Agreement 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:
(a) if to Hanover, to it at:
237 Park Avenue
New York, New York 10017
Attention: Joan V. Fiore, Esq.
Facsimile: (212) 808-3980
12
<PAGE>
with a copy to:
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, New York 10017
Attention: Gary S. Schpero, Esq.
Facsimile: (212) 455-2502
(b) if to MFT, to it at:
125 West 55th Street
New York, New York 10019
Attention: Ann Bergin
Facsimile: (212) 581-6091
with a copy to:
Kramer, Levin, Naftalis, Nessen, Kamin & Frankel
919 Third Avenue
New York, New York 10022
Attention: Carl Frischling, Esq.
Facsimile: (212) 715-8000
(c) if to Chemical Banking Corporation, to it at:
270 Park Avenue
48th Floor
New York, New York 10017
Attention: Gary N. Gordon
Facsimile: (212) 270-4173
with a copy to:
c/o Chemical Bank
270 Park Avenue
New York, New York 10017
Attention: Molly Sheehan, Esq.
Facsimile: (212) 270-1224
(d) if to The Chase Manhattan Corporation, to it at:
c/o Vista Capital Management
101 Park Avenue
New York, New York 10178
Attention: Leonard M. Spalding, Jr.
Facsimile: (212) 907-6123
with a copy to:
c/o The Chase Manhattan Bank, N.A.
One Chase Manhattan Plaza
New York, New York 10081
Attention: Deborah B. Oliver, Esq.
Facsimile: (212) 552-4786
SECTION 12. GENERAL
This Agreement supersedes all prior agreements between the parties (written
or oral), is intended as a complete and exclusive statement of the terms of
the Agreement between the parties and may not be changed or terminated orally.
This Agreement may be executed in one or more counterparts, all of which shall
be considered one and the same agreement, and shall become effective when one
or more counterparts have been executed by Hanover and MFT and delivered to
each of the parties hereto. The headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement. Nothing in this Agree-
13
<PAGE>
ment, expressed or implied, is intended to confer upon any other person any
rights or remedies under or by reason of this Agreement.
Copies of the Declaration of Trust, as amended, establishing MFT are on file
with the Secretary of the Commonwealth of Massachusetts and with the City
Clerk for the City of Boston, and notice is hereby given that this Agreement
and Plan of Reorganization and Liquidation is executed on behalf of MFT by
officers of MFT as officers and not individually and that the obligations of
or arising out of this Agreement are not binding upon any of the Trustees,
officers, shareholders, employees or agents of MFT individually but are
binding only upon the assets and property of MFT.
THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
date first above written.
MUTUAL FUND TRUST
By: /s/ FERGUS REID, III
THE HANOVER FUNDS, INC.
By: /s/ JOSEPH L. MCELROY
Accepted and agreed to as to Sections 8(c) and 10:
CHEMICAL BANKING CORPORATION
By: /s/ WILLIAM B. HARRISON, JR.
THE CHASE MANHATTAN CORPORATION
By: /s/ LEONARD M. SPALDING, JR.
14
<PAGE>
SCHEDULE I
to Agreement
CORRESPONDING PORTFOLIOS OF THE HANOVER FUNDS, INC.
AND MUTUAL FUND TRUST
<TABLE>
<CAPTION>
Hanover Portfolios Corresponding MFT Portfolios
<S> <C>
The 100% U.S. Treasury Securities Money Market Vista 100% U.S. Treasury Securities Money Market
Fund Fund
The U.S. Treasury Money Market Fund Vista Treasury Plus Money Market Fund
The Government Money Market Fund Vista U.S. Government Money Market Fund
The Cash Management Fund Vista Global Money Market Fund
The Tax Free Money Market Fund Vista Tax Free Money Market Fund
The New York Tax Free Money Market Fund Vista New York Tax Free Money Market Fund
</TABLE>
<PAGE>
SCHEDULE II
to Agreement
MATERIAL CONTRACTS OF MUTUAL FUND TRUST AND THE HANOVER FUNDS, INC.
I. Mutual Fund Trust
1. Investment Advisory Agreements between MFT and The Chase Manhattan
Bank, N.A., with respect to each of the following portfolios:
a. Vista Treasury Plus Money Market Fund, dated April 18, 1994;
b. Vista U.S. Government Money Market Fund, dated August 23, 1994;
c. Vista Global Money Market Fund, dated August 23, 1994;
d. Vista Tax Free Money Market Fund, dated August 23, 1994;
e. Vista New York Tax Free Money Market Fund, dated August 23, 1994;
2. Distribution and Sub-Administration Agreement, dated as of August 24,
1995, between MFT and Vista Broker-Dealer Services, Inc.
3. Custodian Agreement, dated as of April 15, 1994, between MFT and The
Chase Manhattan Bank, N.A.
4. Transfer Agency Agreement, dated as of February 2, 1995, between MFT
and DST Systems, Inc.
5. Administration Agreement between MFT and The Chase Manhattan Bank, N.A.
with respect to each of the following Portfolios:
a. Vista Treasury Plus Money Market Fund, dated April 18, 1994;
b. Vista U.S. Government Money Market Fund, Vista Global Money Market
Fund, Vista Tax Free Money Market Fund, Vista New York Tax Free
Money Market Fund, dated August 23, 1994.
6. Shareholder Servicing Agreement, dated April 15, 1994, between MFT and
The Chase Manhattan Bank, N.A.
II. The Hanover Funds, Inc.
1. Investment Advisory Agreements, each dated September 1, 1995, between
Hanover and Texas Commerce Bank, National Association with respect
to The Cash Management Fund and The Tax Free Money Market Fund
2. Investment Advisory Agreements, each dated September 30, 1992, between
Hanover and The Portfolio Group, Inc. with respect to The 100% U.S.
Treasury Securities Money Market Fund, The U.S. Treasury Money Market
Fund, The Government Money Market Fund and The New York Tax Free Money
Market Fund.
3. Distribution Agreement, dated September 30, 1992, between Hanover and
Hanover Funds Distributor, Inc.
4. Custodian Agreement, dated August 1, 1992, between Hanover and
Chemical Bank.
5. Administration Agreement, dated June 26, 1992, between Hanover and
Furman Selz Incorporated.
6. Accounting Services Agreement, dated February 10, 1995, between Hanover
and Furman Selz Incorporated.
7. Administration Agreement, dated August 1, 1992 and amended February 10,
1995, between Hanover and Chemical Bank.
8. Transfer Agency Agreement, dated June 26, 1992, between Hanover and
Chemical Bank.
9. Sub-Transfer Agency Agreement dated June 26, 1992, among Hanover,
Chemical Bank and Furman Selz Incorporated.
10. Shareholder Servicing Agreement, dated June 26, 1992, between Hanover
and Chemical Bank.
<PAGE>
11. Shareholder Servicing Agreement, dated June 26, 1992, between Hanover
and Texas Commerce Bank, National Association.
12. Shareholder Servicing Agreement, dated June 26, 1992, between Hanover
and Furman Selz Incorporated.
13. Shareholder Servicing Agreement, dated June 26, 1992, between Hanover
and Chemical Bank New Jersey, N.A.
14. Shareholder Servicing Agreement, dated August 1, 1992, between Hanover
and Chemical Investment Services Corp.
15. Shareholder Servicing Agreement, dated June 26, 1992, between Hanover
and Chemical Investor Services.
16. Shareholder Servicing Agreement, dated June 26, 1992, between Hanover
and Chemical Bank Florida.
17. Shareholder Servicing Agreement, dated June 26, 1992, between Hanover
and Chemical Trust Company of California.
18. Shareholder Servicing Agreement, dated November 16, 1995, between
Hanover and Chemical Mellon Shareholder Services, LLC.
19. Services Agreement dated June 27, 1994, among Hanover, Chemical Bank
and Hanover Funds Distributor, Inc.
20. Shareholder Servicing Agreement, dated June 26, 1992, between Hanover
and Princeton Bank and Trust Company.
21. Shareholder Servicing Agreement, dated May 10, 1995, between Hanover
and Chemical FSB.
22. Shareholder Servicing Agreement, dated June 26, 1992, between Hanover
and Chemical Securities, Inc.
23. Shareholder Servicing Agreement, dated June 26, 1992, between Hanover
and Chemical Bank Delaware.
24. Shareholder Servicing Agreement, dated June 26, 1992, between Hanover
and Texas Commerce Brokerage Company.
25. Shareholder Servicing Agreement, dated June 26, 1992, between Hanover
and Smith Barney Shearson.
<PAGE>
APPENDIX FOR GRAPHIC AND IMAGE MATERIAL
Pursuant to Rule 304 of Regulation S-T, the following table presents fair
and accurate narrative descriptions of graphic and image material omitted
from this EDGAR Submission File due to ASCII-incompatibility and cross-
references this material to the location of each occurrence in the text.
<TABLE>
<CAPTION>
DESCRIPTION OF OMITTED LOCATION OF GRAPHIC OR IMAGE
GRAPHIC OR IMAGE IN TEXT
- ------------------------ -------------------------------------------------------
<S> <C>
Gray shading in table Page 10 of prospectus, at third and fourth
columns of table
</TABLE>
<PAGE>
PART B
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION
Mutual Fund Trust
This Statement of Additional Information is not a prospectus. A
Prospectus/Proxy Statement, dated , 1996 may be obtained by writing or calling
Mutual Fund Trust at 12 W. 55th Street, New York, New York 10022
(1-800-34-VISTA). Further information about Mutual Fund Trust is contained in
and incorporated by reference into its Statement of Additional Information
relating to the Vista Treasury Plus Money Market Fund, the Vista U.S.
Government Money Market Fund, the Vista Cash Management Fund (currently known
as the Vista Global Money Market Fund), the Vista Tax Free Money Market Fund
and the Vista New York Tax Free Money Market Fund dated December 31, 1995 (the
"Vista SAI") and its Statement of Additional Information relating to the Vista
100% U.S. Treasury Securities Money Market Fund dated the date hereof, each of
which is incorporated herein by reference. Also incorporated herein by
reference are the audited financial statements of Mutual Fund Trust relating
to the Vista Treasury Plus Money Market Fund, the Vista U.S. Government Money
Market Fund, the Vista Cash Management Fund (currently known as the Vista
Global Money Market Fund), the Vista Tax Free Money Market Fund and the Vista
New York Tax Free Money Market Fund included in the Annual Report to
Shareholders of Mutual Fund Trust for the fiscal year ended August 31, 1995,
and the audited financial statements of The Hanover Funds, Inc. relating to
the Hanover 100% U.S. Treasury Securities Money Market Fund included in the
Annual Report to Shareholders of The Hanover Funds, Inc. for the fiscal year
ended November 30, 1995.
, 1996
<PAGE>
Upon consummation of the Reorganization, the investment restrictions and
policies set forth in the Vista SAI under the caption "Investment
Restrictions" will be replaced with the following section with respect to each
of the Vista Treasury Plus Money Market Fund, the Vista U.S. Government Money
Market Fund, the Vista Cash Management Fund (currently known as the Vista
Global Money Market Fund), the Vista Tax Free Money Market Fund and the Vista
New York Tax Free Money Market Fund assuming, with respect to fundamental
restrictions, that shareholder approvals of the changes thereby effected are
obtained with respect to such Vista Portfolio:
As a matter of fundamental policy, each such Vista Portfolio will not be
permitted to:
(1) borrow money, except that each Vista Portfolio may borrow money for
temporary or emergency purposes, or by engaging in reverse repurchase
transactions, in an amount not exceeding 331/3% 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 that 5% of a Vista Portfolio's total assets must
be repaid before the Vista Portfolio may make additional investments;
(2) make loans, except that each Vista Portfolio 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
the Vista Portfolio's total assets would be invested in the securities of
companies whose principal business activities are in the same industry.
Notwithstanding the foregoing, (i) with respect to a Vista Portfolio's
permissible futures and option transactions in U.S. government securities,
positions in such options and futures shall not be subject to this
restriction; (ii) the Vista Portfolios may invest more than 25% of their total
assets in obligations issued by banks, including U.S. banks; and (iii) the
Vista New York Tax Free Money Market Fund and the Vista Tax Free Money Market
Fund may invest more than 25% of their respective assets in municipal
obligations secured by bank letters of credit or guarantees, including
participation certificates;
(4) purchase or sell physical commodities unless acquired as a result of
ownership of securities or other instruments but this shall not prevent a
Vista Portfolio 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 Vista
Portfolio from investing in securities or other instruments backed by real
estate or securities of companies engaged in the real estate business).
Investments by a Vista Portfolio 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) a Vista Portfolio 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) a
Vista Portfolio 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, a Vista Portfolio may borrow money as
authorized by the 1940 Act. For purposes of this restriction, collateral
arrangements with respect to a Vista Portfolio permissible options and future
transactions, including deposits of initial and variation margin, are not
considered to be the issuance of a senior security; or
(7) underwrite securities issued by other persons except insofar as a Vista
Portfolio may technically be deemed to be an underwriter under the Securities
Act of 1933 in selling a portfolio security.
For purposes of investment restriction (5) above, real estate includes Real
Estate Limited Partnerships. For purposes of investment restriction (3),
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."
In addition, each such Vista Portfolio will be subject to the following
nonfundamental investment restrictions which may be changed without
shareholder approval:
(1) Each Vista Portfolio may not, with respect to 75% (50% with respect to
the Vista Tax Free Money Market Fund, and the Vista New York Tax Free Money
Market Fund) of its assets, hold more than 10% of the outstanding voting
securities of an issuer.
2
<PAGE>
(2) Each Vista Portfolio 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 the Vista
Portfolio.
(3) Each Vista Portfolio may not purchase or sell interests in oil, gas or
mineral leases.
(4) Each Vista Portfolio may not invest more than 10% of its net assets in
illiquid securities.
(5) Each Vista Portfolio may not write, purchase or sell any put or call
option or any combination thereof, provided that this shall not prevent (i)
the writing, purchasing or selling of puts, calls or combinations thereof with
respect to portfolio securities or (ii) with respect to a Vista Portfolio's
permissible futures and options transactions, the writing, purchasing,
ownership, holding or selling of futures and options positions or of puts,
calls or combinations thereof with respect to futures.
(6) Each Vista Portfolio 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.
Notwithstanding any other investment policy or restriction, a Vista
Portfolio 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 the Vista Portfolio.
If a percentage or rating restriction on investment or use of assets set
forth herein or in the Prospectus is adhered to at the time a transaction is
effected, later changes in percentage or ratings resulting from any cause
other than actions by a Vista Portfolio will not be considered a violation. If
the value of a Vista Portfolio's holdings of illiquid securities at any time
exceeds the percentage limitation applicable at the time of acquisition due to
subsequent fluctuations in value or other reasons, the Board of Trustees will
consider what actions, if any, are appropriate to maintain adequate liquidity.
It is Vista's position that proprietary strips, such as CATS and TIGRS, are
United States Government securities. However, Vista has been advised that the
staff of the Commission's Division of Investment Management does not consider
these to be United States Government securities, as defined under the
Investment Company Act of 1940, as amended.
For purposes of the Vista Portfolios' investment restrictions, the issuer of a
tax-exempt security is deemed to be the entity (public or private) ultimately
responsible for the payment of the principal of and interest on the security.
3
<PAGE>
MUTUAL FUND TRUST
PRO-FORMA FINANCIAL STATEMENTS
PF-1
<PAGE>
VISTA U.S. TREASURY MONEY MARKET FUND
PORTFOLIO OF INVESTMENTS
August 31, 1995
(Unaudited)
<TABLE>
<CAPTION>
Vista Hanover Pro-Forma
Treasury Plus Vista U.S. Treasury Hanover Combined Pro-Forma
Principal Treasury Plus Principal U.S. Treasury Principal Combined
Issuer Amount Value Amount Value Amount Value
--------------------------- ------------- ------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
U.S. Government Obligations--
U.S. Treasury Note,
6.125, 07/31/96 $2,000,000 $2,010,571 $-- -- $ 2,000,000 $ 2,010,571
7.875%, 07/15/96 -- -- 36,500,000 37,095,000 36,500,000 37,095,000
6.250%, 08/31/96 -- -- 25,000,000 25,067,716 25,000,000 25,067,716
----------- ----------- -----------
Total U.S. Government
Obligations 2,010,571 62,162,716 64,173,287
----------- ----------- -----------
U.S. Treasury Bills
09/07/95 -- -- 150,000,000 149,873,333 150,000,000 149,873,333
09/21/95 -- -- 15,000,000 14,955,000 15,000,000 14,955,000
09/28/95 -- -- 299,450,000 298,258,528 299,450,000 298,258,528
10/19/95 -- -- 50,000,000 49,639,333 50,000,000 49,639,333
10/26/95 -- -- 100,000,000 99,188,750 100,000,000 99,188,750
11/02/95 -- -- 115,000,000 113,954,698 115,000,000 113,954,698
12/21/95 -- -- 100,000,000 98,347,333 100,000,000 98,347,333
07/25/96 -- -- 12,500,000 11,892,403 12,500,000 11,892,403
----------- ----------- -----------
Total U.S. Treasury Bills -- 836,109,378 836,109,378
----------- ----------- -----------
Total U.S. Treasury
Obligations 2,010,571 898,272,094 900,282,665
----------- ----------- -----------
Repurchase Agreements--
Scotia McLeod, 5.70%, due
9/1/95, (Dated 8/31/95;
Proceeds $5,000,792,
Secured by $5,010,000 U.S.
Treasury Note 6.125%, due
7/31/96; Market Value
$5,057,820) 5,000,000 5,000,000 -- -- 5,000,000 5,000,000
Hong Kong-Shanghai Banking
Corp., 5.70%, due 9/1/95,
(Dated 8/31/95; Proceeds
$4,302,681, Secured by
$4,080,000 U.S. Treasury
Note 7.75%, due 11/30/99;
Market Value $4,413,433) 4,302,000 4,302,000 -- -- 4,302,000 4,302,000
Goldman Sachs & Co., 5.70%,
due 9/1/95, (Dated
8/31/95; Proceeds
$8,301,314, Secured by
$8,515,000 U.S. Treasury
Note, 5.625%, due 8/31/97;
Market Value $8,480,393) 8,300,000 8,300,000 -- -- 8,300,000 8,300,000
Merrill Lynch, 5.75%, due
9/1/95, (Dated 8/31/95;
Proceeds $8,301,326,
Secured by $7,690,000 U.S.
Treasury Note, 9.00%, due
5/15/98; Market Value
$8,474,150) 8,300,000 8,300,000 -- -- 8,300,000 8,300,000
Morgan Stanley & Co. Inc.
5.77%, due 9/1/95, (Dated
8/31/95; Proceeds
$125,020,035, Secured by
$127,280,000 U.S. Treasury
Notes, 5.125%, due
3/31/98) -- -- 125,000,000 125,000,000 125,000,000 125,000,000
</TABLE>
See notes to financial statements.
PF-2
<PAGE>
VISTA U.S. TREASURY MONEY MARKET FUND
PORTFOLIO OF INVESTMENTS--(Continued)
August 31, 1995
(Unaudited)
<TABLE>
<CAPTION>
Vista Hanover Pro-Forma
Treasury Plus Vista U.S. Treasury Hanover Combined Pro-Forma
Principal Treasury Plus Principal U.S. Treasury Principal Combined
Issuer Amount Value Amount Value Amount Value
--------------------------- ------------- ------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Deutsche Bank Government
Securities Inc. 5.80%, due
9/1/95, (Dated 8/31/95;
Proceeds $100,016,111,
Secured by $95,455,000
U.S. Treasury Notes,
6.375%, due 07/15/99) $-- $-- $100,000,000 $ 100,000,000 $100,000,000 $ 100,000,000
Donaldson Lufkin & Jenrette
Securities Corp. 5.80%,
due 9/1/95, (Dated
8/31/95; Proceeds
$80,012,889, Secured by
$81,726,000 U.S. Treasury
Notes, 5.50%-5.875%, due
07/31/97-08/15/98) -- -- 80,000,000 80,000,000 80,000,000 80,000,000
Morgan (J.P.) Securities
Inc. 5.80%, due 9/1/95,
(Dated 8/31/95; Proceeds
$125,020,139, Secured by
$121,526,000 U.S. Treasury
Notes, 6.75%-6.875%, due
03/31/00-04/30/00) -- -- 125,000,000 125,000,000 125,000,000 125,000,000
Nomura Securities Int'l.
Inc. 5.80%, due 9/1/95,
(Dated 8/31/95; Proceeds
$125,020,139, Secured by
$125,165,000 U.S. Treasury
Notes, 6.00%-6.375%,
due 07/15/99-10/15/99) -- -- 125,000,000 125,000,000 125,000,000 125,000,000
Sanwa BGK Securities, Inc.
5.80%, due 9/1/95, (Dated
8/31/95; Proceeds
$75,012,083, Secured by
$73,489,000 U.S. Treasury
Notes, 6.625%-6.875%, due
03/31/97) -- -- 75,000,000 75,000,000 75,000,000 75,000,000
Aubrey G. Lanston, 5.85%,
due 9/1/95, (Dated
8/31/95; Proceeds
$8,301,349, Secured by
$8,301,000 U.S. Treasury
Note, 5.875%, due 3/31/99;
Market Value $8,475,171) 8,300,000 8,300,000 -- -- 8,300,000 8,300,000
Goldman Sachs & Co. 5.85%,
due 9/1/95, (Dated
8/31/95; Proceeds
$80,013,000, Secured by
$80,205,000 U.S. Treasury
Notes, 6.375%, due
01/15/99) -- -- 80,000,000 80,000,000 80,000,000 80,000,000
----------- ----------- -----------
Total Repurchase Agreements 34,202,000 710,000,000 744,202,000
----------- ----------- -----------
Total Investments $36,212,571 $1,608,272,094 $1,644,484,665
=========== =========== ===========
</TABLE>
See notes to financial statements.
PF-3
<PAGE>
VISTA U.S. TREASURY MONEY MARKET FUND
PRO FORMA STATEMENT OF ASSETS AND LIABILITIES
8/31/95
(Unaudited)
<TABLE>
<CAPTION>
Vista Hanover
Treasury Plus US Treasury Pro-Forma Pro-Forma
MMF MMF Adjustments Combined
------------- --------------- -------------- -------------
<S> <C> <C> <C> <C>
ASSETS:
Investment securities, at value $36,212,571 $1,608,272,094 $ 0 $1,644,484,665
Cash 4 7,324,903 15,782 (6) 7,340,689
Receivables
Interest 16,114 1,274,856 0 1,290,970
Expense reimbursement from Distributor 57,744 0 0 57,744
Prepaid insurance 0 28,830 0 28,830
Unamortized organizational expenses 0 15,782 (15,782)(6) 0
----------- ------------- ------------ -----------
Total assets 36,286,433 1,616,916,465 0 1,653,202,898
----------- ------------- ------------ -----------
LIABILITIES:
Dividends payable 14,291 6,986,401 0 7,000,692
Other liabilities 1,206 6,872 0 8,078
Accrued liabilities:
Administration fee 0 75,728 0 75,728
Advisory fee 0 172,662 0 172,662
Custodian fees 12,498 103,623 0 116,121
Professional 0 30,277 0 30,277
Shareholder servicing fees 0 501,823 0 501,823
Fund accounting 0 12,522 0 12,522
Sub-administration fee 0 43,165 0 43,165
Other 50,959 62,140 0 113,099
----------- ------------- ------------ -----------
Total liabilities 78,954 7,995,213 0 8,074,167
----------- ------------- ------------ -----------
NET ASSETS:
Paid in capital 36,207,479 1,608,955,594 0 1,645,163,073
Accumulated undistributed net realized gain (loss) on
investment transactions 0 (34,342) 0 (34,342)
----------- ------------- ------------ -----------
Net assets $36,207,479 $1,608,921,252 $ 0 $1,645,128,731
=========== ============= ============ ===========
Net assets by class
Vista $ 0 $1,608,921,252 $ 0 $1,608,921,252
----------- ------------- ------------ -----------
Premier 18,572,280 0 0 18,572,280
----------- ------------- ------------ -----------
Institutional 17,635,199 0 0 17,635,199
----------- ------------- ------------ -----------
Total combined net assets by class $36,207,479 $1,608,921,252 $ 0 $1,645,128,731
=========== ============= ============ ===========
Shares of beneficial interest outstanding (no par value;
unlimited number of shares authorized):
Vista Shares 0 1,608,955,594 0 1,608,955,594
=========== ============= ============ ===========
Premier Shares 18,572,280 0 0 18,572,280
=========== ============= ============ ===========
Institutional Shares 17,635,199 0 0 17,635,199
=========== ============= ============ ===========
Net asset value, offering and redemption price per share,
Vista, Premier and Institutional (net assets/shares
outstanding) $ 1.00 $ 1.00 $ 0.00 $ 1.00
=========== ============= ============ ===========
Cost of Investments $
36,212,571 $1,608,272,094 $ 0 $1,644,484,665
=========== ============= ============ ===========
</TABLE>
See notes to financial statements.
PF-4
<PAGE>
VISTA U.S. TREASURY MONEY MARKET FUND
PRO FORMA STATEMENT OF OPERATIONS
For the year ended 8/31/95
(Unaudited)
<TABLE>
<CAPTION>
Vista Hanover
Treasury Plus US Treasury Pro-Forma Pro-Forma
MMF MMF Adjustments Combined
--------------- -------------- ------------ ------------
<S> <C> <C> <C> <C>
INTEREST INCOME $ 1,259,757 $75,014,272 $ 0 $76,274,029
------------- ------------ ---------- ----------
EXPENSES
Distribution fees
Vista Shares 0 0 1,349,149(1) 1,349,149
Premier Shares 0 0 0 0
Institutional Shares 0 0 0 0
Fund Servicing fees
Vista Shares 0 0 0 0
Premier Shares 2,971 0 (2,971)(2) 0
Institutional Shares 0 0 0 0
Shareholder Servicing fees
Vista Shares 0 4,722,021 0 4,722,021
Premier Shares 2,971 0 743(3) 3,714
Institutional Shares 0 0 0 0
Administration fees 11,331 590,588 213,873(1) 815,792
Advisory fees 22,663 2,023,723 (674,574)(1) 1,371,812
Sub-Administration fees 11,331 404,744 399,717(1) 815,792
Professional fees 8,659 62,692 (8,659)(6) 62,692
Custodian fees 52,775 229,747 (74,116)(4) 208,406
Printing and postage 1,003 25,202 0 26,205
Registration costs 23,174 140,213 0 163,387
Fund Accounting 0 24,733 (24,733)(6) 0
Insurance 0 24,850 0 24,850
Transfer agent fees
Vista Shares 0 51,046 904,958(5) 956,004
Premier Shares 18,524 0 11,603(5) 30,127
Institutional Shares 19,973 0 6,725(5) 26,698
Trustee fees 3,281 16,020 62,720(7) 82,021
Amortization of organizational costs 0 19,768 (19,768)(6) 0
Other 43,680 50,090 0 93,770
------------- ------------ ---------- ----------
Total expenses 222,336 8,385,437 2,144,667 10,752,440
------------- ------------ ---------- ----------
Less amounts waived by the Administrator,
Shareholder Servicing Agents, Adviser and Distributor 51,267 474,021 1,498,435(8) 2,023,723
Less expenses borne by Distributor 93,200 0 (93,200)(8) 0
------------- ------------ ---------- ----------
Net expenses 77,869 7,911,416 739,432 8,728,717
------------- ------------ ---------- ----------
Net investment income 1,181,888 67,102,856 (739,432) 67,545,312
------------- ------------ ---------- ----------
REALIZED AND UNREALIZED GAIN/(LOSS) ON INVESTMENTS
Realized gain (loss) on investment transactions 3,586 3,536 0 7,122
------------- ------------ ---------- ----------
Net increase in net assets from operations $1,185,474 $67,106,392 $(739,432) $67,552,434
============= ============ ========== ==========
</TABLE>
See notes to financial statements.
PF-5
<PAGE>
VISTA U.S. GOVERNMENT MONEY MARKET FUND
PORTFOLIO OF INVESTMENTS
August 31, 1995
(Unaudited)
<TABLE>
<CAPTION>
Vista Vista Hanover Hanover
U.S. Gov't U.S. Gov't U.S. Gov't U.S. Gov't Combined Combined
Issuer Principal Value Principal Value Principal Value
- ------------------------------- --------------- ----------- ----------- ----------- ------------ ---------------
<S> <C> <C> <C> <C> <C> <C>
U.S. Government Agency and
Agency Sponsored
Obligations--
Federal Farm Credit Bank,
5.875%, due 09/03/96 $ 25,000,000 $ 24,977,122 $-- $-- 25,000,000 $ 24,977,122
5.750%, due 08/01/96 40,000,000 39,945,285 50,000,000 49,953,688 90,000,000 89,898,973
5.750%, due 09/09/96 -- -- 13,685,000 13,660,009 13,685,000 13,660,009
--------- --------- -------------
64,922,407 63,613,697 114,876,095
--------- --------- -------------
Federal Farm Credit Bank, DN,
6.050%, due 10/06/95 15,000,000 14,911,771 -- -- 15,000,000 14,911,771
--------- --------- -------------
Federal Home Loan Bank,
5.750%, due 07/18/96 25,000,000 25,000,000
5.980%, due 07/08/96 -- -- 50,000,000 49,987,289 50,000,000 49,987,289
5.970%, due 07/18/96 -- -- 50,000,000 50,000,000 50,000,000 50,000,000
6.050%, due 08/22/96 -- -- 40,000,000 40,000,000 40,000,000 40,000,000
6.100%, due 09/05/96 -- -- 30,000,000 30,000,000 30,000,000 30,000,000
--------- --------- -------------
25,000,000 169,987,289 169,987,289
--------- --------- -------------
Federal Home Loan Bank, FRDN,
6.000%, due 09/01/95 5,000,000 5,000,000 -- -- 5,000,000 5,000,000
--------- --------- -------------
Federal Home Loan Bank, DN,
5.670%, due 09/01/95 100,000,000 100,000,000 -- -- 100,000,000 100,000,000
5.700%, due 09/01/95 125,000,000 125,000,000 -- -- 125,000,000 125,000,000
--------- --------- -------------
225,000,000 -- 225,000,000
--------- --------- -------------
Federal Home Loan Mortgage
Corp. DN
due 09/12/95 -- -- 32,458,000 32,401,171 32,458,000 32,401,171
due 09/20/95 -- -- 200,000,000 199,401,500 200,000,000 199,401,500
due 09/21/95 -- -- 48,525,000 48,371,338 48,525,000 48,371,338
due 09/25/95 -- -- 81,775,000 81,462,619 81,775,000 81,462,619
--------- --------- -------------
-- 361,636,628 361,636,628
--------- --------- -------------
Federal National Mortgage
Association ("FNMA"), 6.270%,
due 04/03/96 10,000,000 10,004,763 -- -- 10,000,000 10,004,763
5.580%, due 09/06/95 25,000,000 25,000,000 -- -- 25,000,000 25,000,000
--------- --------- -------------
35,004,763 -- 35,004,763
--------- --------- -------------
Federal National Mortgage
Association ("FNMA"), DN,
5.980%, due 10/03/95 10,000,000 9,946,844 -- -- 10,000,000 9,946,844
5.900%, due 11/13/95 25,000,000 24,700,903 -- -- 25,000,000 24,700,903
5.660%, due 09/01/95 35,000,000 35,000,000 -- -- 35,000,000 35,000,000
5.800%, due 10/13/95 15,025,000 14,923,331 -- -- 15,025,000 14,923,331
6.080%, due 01/19/96 10,000,000 9,763,556 -- -- 10,000,000 9,763,556
5.910%, due 09/11/95 25,000,000 24,958,958 -- -- 25,000,000 24,958,958
5.670%, due 09/08/95 78,735,000 78,648,195 -- -- 78,735,000 78,648,195
5.895%, due 10/20/95 25,000,000 24,799,406 -- -- 25,000,000 24,799,406
5.950%, due 11/03/95 15,000,000 14,843,813 -- -- 15,000,000 14,843,813
5.670%, due 09/05/95 60,000,000 59,962,200 -- -- 60,000,000 59,962,200
due 09/01/95 -- -- 60,000,000 60,000,000 60,000,000 60,000,000
due 09/14/95 -- -- 100,000,000 99,794,528 100,000,000 99,794,528
due 09/18/95 -- -- 150,000,000 149,596,958 150,000,000 149,596,958
--------- --------- -------------
297,547,206 309,391,486 606,938,692
--------- --------- -------------
</TABLE>
See notes to financial statements.
PF-6
<PAGE>
VISTA U.S. GOVERNMENT MONEY MARKET FUND
PORTFOLIO OF INVESTMENTS--(Continued)
August 31, 1995
(Unaudited)
<TABLE>
<CAPTION>
Vista Vista Hanover Hanover
U.S. Gov't U.S. Gov't U.S. Gov't U.S. Gov't Combined Combined
Issuer Principal Value Principal Value Principal Value
- ------------------------------- --------------- ----------- ----------- ----------- ------------ ---------------
<S> <C> <C> <C> <C> <C> <C>
Fidelity Federal Bank (Backed
by Irrevocable LOC by FHLB),
DN,
5.880%, due 11/13/95 $ 15,000,000 $ 14,821,150 $-- $-- $ 15,000,000 $ 14,821,150
5.440%, due 07/12/96 5,000,000 4,762,000 -- -- 5,000,000 4,762,000
6.030%, due 10/05/95 10,000,000 9,943,050 -- -- 10,000,000 9,943,050
5.980%, due 07/08/96 10,000,000 9,998,390 -- -- 10,000,000 9,998,390
--------- --------- -------------
39,524,590 -- 39,524,590
--------- --------- -------------
Student Loan Marketing
Association, FRDN,
5.690%, due 09/06/95 25,000,000 24,991,942 -- -- 25,000,000 24,991,942
5.710%, due 09/06/95 15,000,000 15,002,231 -- -- 15,000,000 15,002,231
5.720%, due 09/06/95 25,000,000 25,000,000 -- -- 25,000,000 25,000,000
5.670%, due 09/06/95 25,000,000 25,000,236 -- -- 25,000,000 25,000,236
5.710%, due 09/06/95 24,000,000 24,004,127 -- -- 24,000,000 24,004,127
5.710%, due 09/06/95 25,000,000 25,000,000 -- -- 25,000,000 25,000,000
5.720%, due 09/06/95 25,000,000 25,000,000 -- -- 25,000,000 25,000,000
5.700%, due 09/05/95 -- -- 50,000,000 50,000,000 50,000,000 50,000,000
5.710%, due 09/05/95 -- -- 77,000,000 76,992,529 77,000,000 76,992,529
5.850%, due 09/05/95 -- -- 45,000,000 45,129,916 45,000,000 45,129,916
--------- --------- -------------
163,998,536 172,122,445 336,120,981
--------- --------- -------------
Total U.S. Government Agency
and Sponsored Agency
Obligations 870,909,273 1,076,751,545 1,947,660,818
--------- --------- -------------
Repurchase Agreements--
Bear Stearns,
Dated 8/28/95; Proceeds
$150,337,167,
5.780%, due 09/11/95 Secured
by FNMA REMICS; $17,702,185
at 6.00%, due 8/25/20;
$26,400,000 at 7.00%, due
4/25/23; $46,612,756 at
6.50%, due 4/25/08;
$15,940,429 at 6.50%, due
3/25/23; $19,718,294 at 7.00%
due 9/25/22; $4,370,000 at
6.25%, due 1/15/20; and
$30,000,000 at 7.00%, due
12/15/07; Market Value
$153,206,831 150,000,000 150,000,000 -- -- 150,000,000 150,000,000
CS First Boston,
Dated 8/29/95; Proceeds
$150,168,583, 5.780%, due
09/05/95 Secured by FNMA
REMICS; $22,710,000 at
7.269%, due 2/25/22;
$23,803,246 at 6.769%, due
10/25/20; 38,995,767 at
6.00%, due 4/25/21; and FHLMC
REMICS; $23,283,752 at 6.5%,
due 1/15/24; $25,574,641 at
5.50%, due 11/15/08; Market
Value $153,622,741 150,000,000 150,000,000 -- -- 150,000,000 150,000,000
</TABLE>
See notes to financial statements.
PF-7
<PAGE>
VISTA U.S. GOVERNMENT MONEY MARKET FUNDS
PORTFOLIO OF INVESTMENTS--(Continued)
August 31, 1995
(Unaudited)
<TABLE>
<CAPTION>
Vista Vista Hanover Hanover
U.S. Gov't U.S. Gov't U.S. Gov't U.S. Gov't Combined Combined
Issuer Principal Value Principal Value Principal Value
- ------------------------------- --------------- ----------- ----------- ----------- ------------ ---------------
<S> <C> <C> <C> <C> <C> <C>
Donaldson, Lufkin & Jenrette
Securities Corp.
Dated 8/31/95, Proceeds
$150,024,167 5.800%, due
09/01/95 Secured by:
$50,000,000 U.S. Treasury
Bill, 11/09/95 $99,915,000
U.S. Treasury Notes,
7.125%-7.625%, due
5/31/96-2/15/23 $-- $-- $150,000,000 $ 150,000,000 $150,000,000 $ 150,000,000
Fuji Securities Inc.
Dated 08/31/95, Proceeds
$100,016,111 5.800%, due
09/01/95 Secured by:
$99,720,000 U.S. Treasury
Notes, 4.375%-6.75%, due
9/30/96-10/31/98 -- -- 100,000,000 100,000,000 100,000,000 100,000,000
Morgan (J.P.) Securities Inc.
Dated 08/31/95, Proceeds
$150,024,167 5.800%, due
09/01/95
Secured by: $135,378,000 U.S.
Treasury Notes,
7.875%-8.125%, due 08/15/19-
02/15/21 -- -- 150,000,000 150,000,000 150,000,000 150,000,000
Nikko Securities,
Dated 8/31/95; Proceeds
$150,024,000, 5.760%, due
09/05/95 Secured by FNMA
REMICS totaling $114,307,902
at 7.00%, due 8/1/25; FHLMC
Pool; $29,266,162 at 6.668%,
due 12/1/23; PC Gold Pool;
$11,776,288 at 8.5%, due
1/1/25; Market Value
$153,403,069 150,000,000 150,000,000 -- -- 150,000,000 150,000,000
Prudential-Bache Securitites,
Dated 8/30/95; Proceeds
$150,168,292, 5.770%, due
09/06/95 Secured by FNMA
REMIC; 5.77%, due 9/6/95,
$20,000,000 at 5.00%, due
3/25/12, FNMA ARM Pool:
$25,578,040 at 6.391%, due
4/1/34 and by FHLMC REMICS;
$21,617,020 at 6.368%, due
11/15/08; $19,000,000 at
9.30%, due 8/15/20;
$25,000,000 at 6.50% due
9/15/23; $28,000,000 at
7.00%, due 1/15/07, and FHLMC
ARM Pool; $15,317,792 at
8.115%, due 7/1/23; Market
Value $153,025,974) 150,000,000 150,000,000 -- -- 150,000,000 150,000,000
Sanwa Bank, Dated 8/31/95;
Proceeds $110,610,101,
5.730%, due 09/07/95 Secured
by U.S. Treasury Notes;
$25,000,000 at 7.875%, due
8/15/01; $47,444,000 at
7.125%, due 2/15/23;
$25,377,000 at 6.250%, due
8/31/96; $9,384,000 at
7.875%, due 2/15/21; Market
Value $113,648,880) 110,487,000 110,487,000 -- -- 110,487,000 110,487,000
--------- --------- -------------
Total Repurchase Agreements 710,487,000 400,000,000 1,110,487,000
--------- --------- -------------
Total Investments $1,581,396,273 $1,476,751,545 $3,058,147,818
========= ========= =============
</TABLE>
See notes to financial statements.
PF-8
<PAGE>
VISTA U.S. GOVERNMENT MONEY MARKET FUNDS
PORTFOLIO OF INVESTMENTS--(Continued)
August 31, 1995
(Unaudited)
DN = Discount Note
GNMA = Government National Mortgage Association
FHLMC = Federal Home Loan Mortgage Corp.
REMIC = Real Estate Mortgage Investment Conduit
LOC = Letter of Credit
FRDN = Floating Rate Demand Notes: The maturity date shown is the next
interest reset date; the rate shown is the rate in effect at
August 31, 1995.
See notes to financial statements.
PF-9
<PAGE>
VISTA U.S. GOVERNMENT MONEY MARKET FUND
PRO FORMA STATEMENT OF ASSETS AND LIABILITIES
8/31/95
(Unaudited)
<TABLE>
<CAPTION>
Vista Hanover Gov't Pro-Forma Pro-Forma
US Gov't MMF MMF Adjustments Combined
------------- --------------- ------------ ---------------
<S> <C> <C> <C> <C>
ASSETS:
Investment securities, at value $1,581,396,273 $1,476,751,545 $ 0 $3,058,147,818
Cash 0 9,553,675 32,502(6) 9,586,177
Receivables
Investment securities sold 0 25,001,953 0 25,001,953
Interest 2,613,140 2,398,192 0 5,011,332
Shares of beneficial interest sold 276,241 0 0 276,241
Other receivables 5,000,000 0 0 5,000,000
Unamortized organizational expenses 0 32,502 (32,502)(6) 0
----------- ------------- ---------- -------------
Total assets 1,589,285,654 1,513,737,867 0 3,103,023,521
----------- ------------- ---------- -------------
LIABILITIES:
Payable for investment securities purchased 0 55,000,000 0 55,000,000
Payable for shares of beneficial interest redeemed 9,753,167 10,546 0 9,763,713
Payable to Custodian 4,999,300 0 0 4,999,300
Dividends payable 2,507,366 6,553,266 0 9,060,632
Accrued liabilities:
Administration fee 67,786 106,580 0 174,366
Advisory fee 134,111 152,092 0 286,203
Custodian fees 79,066 38,311 0 117,377
Distribution fee 94,127 (10,068) 0 84,059
Fund servicing fees 61,603 0 0 61,603
Shareholder servicing fees 138,367 443,602 0 581,969
Sub-administration fee 67,786 0 0 67,786
Other 354,939 75,653 0 430,592
----------- ------------- ---------- -------------
Total liabilities 18,257,618 62,369,982 0 80,627,600
----------- ------------- ---------- -------------
NET ASSETS
Paid in capital 1,571,026,583 1,451,720,872 0 3,022,747,455
Accumulated undistributed net realized gain (loss) on
investment transactions 1,453 (352,987) 0 (351,534)
----------- ------------- ---------- -------------
Net assets $1,571,028,036 $1,451,367,885 0 $3,022,395,921
=========== ============= ========== =============
Net assets by class
Vista $ 341,335,948 $1,451,367,885 0 $1,792,703,833
----------- ------------- ---------- -------------
Premier 763,609,176 0 0 763,609,176
----------- ------------- ---------- -------------
Institutional 466,082,912 0 0 466,082,912
----------- ------------- ---------- -------------
Total combined net assets by class $1,571,028,036 $1,451,367,885 0 $3,022,395,921
=========== ============= ========== =============
Shares of beneficial interest outstanding (no par
value; unlimited number of shares authorized):
Vista Shares 341,335,448 1,451,720,872 0 1,793,056,320
=========== ============= ========== =============
Premier Shares 763,608,676 0 0 763,608,676
=========== ============= ========== =============
Institutional Shares 466,082,459 0 0 466,082,459
=========== ============= ========== =============
Net asset value, offering and redemption price per
share, Vista, Premier and Institutional (net
assets/shares outstanding) $ 1.00 $ 1.00 0 $ 1.00
=========== ============= ========== =============
Cost of Investments $1,581,396,273 $1,473,003,982 0 $3,054,400,255
=========== ============= ========== =============
</TABLE>
See notes to financial statements.
PF-10
<PAGE>
VISTA U.S. GOVERNMENT MONEY MARKET FUNDS
PRO FORMA STATEMENT OF OPERATIONS
For the year ended 8/31/95
(Unaudited)
<TABLE>
<CAPTION>
Vista
US Gov't Hanover Pro-Forma Pro-Forma
MMF Gov't MMF Adjustments Combined
------------------ ------------------ ----------------- ---------------
<S> <C> <C> <C> <C>
INTEREST INCOME $83,335,925 $71,718,948 $ 0 $155,054,873
---------------- ---------------- --------------- -------------
EXPENSES
Distribution fees
Vista Shares 326,670 0 1,289,245 (1) 1,615,915
Premier Shares 684,952 0 0 684,952
Institutional Shares 0 0 0 0
Fund Servicing fees
Vista Shares 326,670 25,382 (352,052)(1),(2) 0
Premier Shares 684,952 0 (684,952)(2) 0
Institutional Shares 0 0 0 0
Shareholder Servicing fees
Vista Shares 816,674 4,512,358 326,669(1),(3) 5,655,701
Premier Shares 684,952 0 171,238(3) 856,190
Institutional Shares 0 0 0 0
Administration fees 720,093 565,952 159,732(1) 1,445,777
Advisory fees 1,440,186 1,933,868 (482,500)(1) 2,891,554
Sub-Administration fees 720,093 386,773 338,911(1) 1,445,777
Professional fees 105,210 61,935 (61,935)(6) 105,210
Custodian fees 407,465 71,465 (154,907)(4) 324,023
Printing and postage 25,389 23,731 0 49,120
Registration costs 150,863 208,301 0 359,164
Insurance 0 20,579 0 20,579
Transfer agent fees
Vista Shares 294,003 64,242 143,767(5) 502,012
Premier Shares 190,562 0 110,354(5) 300,916
Institutional Shares 89,603 0 26,675(5) 116,278
Trustee fees 81,167 16,000 53,521(7) 150,688
Amortization of organizational costs 0 6,485 (6,485)(6) 0
Other 94,016 19,463 0 113,479
---------------- ---------------- --------------- -------------
Total expenses 7,843,520 7,916,534 715,158 16,475,212
---------------- ---------------- --------------- -------------
Less amounts waived by the Administrator,
Shareholder Servicing Agents, Adviser and
Distributor (259,057 ) (386,773) (1,769,033)(8) (2,414,863)
Less expenses borne by Distributor (34,709 ) 0 34,709 (8) 0
---------------- ---------------- --------------- -------------
Net expenses 7,549,754 7,529,761 (1,019,166) 14,060,349
---------------- ---------------- --------------- -------------
Net investment income 75,786,171 64,189,187 1,019,166 140,994,524
---------------- ---------------- --------------- -------------
REALIZED AND UNREALIZED GAIN/(LOSS) ON
INVESTMENTS
Realized gain (loss) on investment
transactions 1,453 (249,790) 0 (248,337)
---------------- ---------------- --------------- -------------
Net increase in net assets from operations $75,787,624 $63,939,397 $1,019,166 $140,746,187
================ ================ =============== =============
</TABLE>
See notes to financial statements.
PF-11
<PAGE>
VISTA CASH MANAGEMENT MONEY MARKET FUND
PORTFOLIO OF INVESTMENTS
August 31, 1995
(Unaudited)
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
Corporate Bonds & Notes--
Ciesco Limited
Partnership
6.62%, due 02/26/96 $ -- $ -- $ 10,000,000 $ 9,998,088 $ 10,000,000 $ 9,998,088
FCC National Bank Note
6.51%, due 05/02/96 -- -- 10,000,000 10,005,144 10,000,000 10,005,144
First National Bank of
Baltimore, Maryland,
6.063%, due 09/27/95 5,000,000 5,000,000 -- -- 5,000,000 5,000,000
Ford Motor Credit Corp.,
8.875%, due 03/15/96 3,325,000 3,374,485 -- -- 3,325,000 3,374,485
General Electric Capital
Corp. 7.85%, due
07/18/96 -- -- 13,000,000 13,193,884 13,000,000 13,193,884
Household Finance Corp.,
9.000%, due 09/01/95 1,000,000 1,000,000 -- -- 1,000,000 1,000,000
Huntington National Bank
5.80%, due 11/27/95 -- -- 13,000,000 13,004,108 13,000,000 13,004,108
International Lease
Finance Corp., 4.875%,
due 09/15/95 14,500,000 14,495,034 -- -- 14,500,000 14,495,034
7.800%, due 09/18/95 1,000,000 1,000,771 -- -- 1,000,000 1,000,771
J.P. Morgan & Co., Inc.
Delaware 5.75%, due
08/07/96 -- -- 2,000,000 1,999,115 2,000,000 1,999,115
Morgan Guaranty Trust Co.
6.05%, due 08/21/96 -- -- 10,000,000 10,000,000 10,000,000 10,000,000
Paccar Financial Corp.,
4.770%, due 10/10/95 1,000,000 998,708 -- -- 1,000,000 998,708
Philip Morris Co.,
9.400%, due 10/01/95 3,385,000 3,393,845 -- -- 3,385,000 3,393,845
Society National Bank,
6.000%, due 04/25/96 2,000,000 1,999,548 -- -- 2,000,000 1,999,548
Toyota Motor Credit
Corp., 5.800%, due
08/16/96 12,000,000 11,989,470 -- -- 12,000,000 11,989,470
6.740%, due 03/18/96 -- -- 25,000,000 25,018,440 25,000,000 25,018,440
U.S. Leasing
International, Inc.,
8.750%, due 05/01/96 10,765,000 10,948,943 -- -- 10,765,000 10,948,943
WMX Technologies Family
Waste Management Co.
4.875%, due 06/15/96 -- -- 10,000,000 9,914,132 10,000,000 9,914,132
----------- --------- -----------
Total Corporate Bonds &
Notes 54,200,804 93,132,911 147,333,715
----------- --------- -----------
Commercial Paper--
AAA Funding Corp,#
5.780%, due 09/15/95 18,000,000 17,959,540 -- -- 18,000,000 17,959,540
5.780%, due 09/20/95 12,296,000 12,258,490 -- -- 12,296,000 12,258,490
5.750%, due 10/13/95 9,297,000 9,234,633 -- -- 9,297,000 9,234,633
Abbott Laboratories
5.820%, due 09/06/95 -- -- 15,000,000 14,988,083 15,000,000 14,988,083
Aes Shady Point Energy,
Inc., 5.800%, due
09/18/95 15,000,000 14,958,917 -- -- 15,000,000 14,958,917
5.850%, due 09/25/95 20,000,000 19,922,000 -- -- 20,000,000 19,922,000
American Express Credit
Corp.: 6.380%, due
09/11/95 -- -- 8,000,000 7,986,445 8,000,000 7,986,445
6.110%, due 09/14/95 -- -- 19,000,000 18,959,451 19,000,000 18,959,451
</TABLE>
See notes to financial statements.
PF-12
<PAGE>
VISTA CASH MANAGEMENT MONEY MARKET FUND
PORTFOLIO OF INVESTMENTS--(Continued)
August 31, 1995
(Unaudited)
<TABLE>
<CAPTION>
Vista Hanover Pro-Forma
Global Vista Cash Mgmt. Hanover Combined Pro-Forma
Principal Global Principal Cash Mgmt. Principal Combined
Issuer Amount Value Amount Value Amount Value
------------------------- ------------- ------------- --------------- ----------- --------------- -------------
<S> <C> <C> <C> <C> <C> <C>
American Telephone &
Telegraph Co.: 6.010%,
due 09/14/95 $ -- $ -- $17,000,000 $16,964,149 $17,000,000 $16,964,149
due 10/05/95 -- -- 14,000,000 13,925,691 14,000,000 13,925,691
Anheuser-Busch Cos., Inc.
6.110%, due 09/01/95 -- -- 14,500,000 14,500,000 14,500,000 14,500,000
Associates Corp. North
America 5.860%, due
09/05/95 -- -- 20,000,000 19,987,334 20,000,000 19,987,334
Broadway Capital,#
5.760%, due 09/11/95 10,000,000 9,984,000 -- -- 10,000,000 9,984,000
5.750%, due 11/22/95 5,000,000 4,934,514 -- -- 5,000,000 4,934,514
Cargill, Inc. 5.790%, due
10/17/95 -- -- 20,000,000 19,855,356 20,000,000 19,855,356
5.800%, due 11/03/95 -- -- 10,000,000 9,901,300 10,000,000 9,901,300
Caterpillar, Inc.
5.890%, due 09/11/95 -- -- 3,000,000 2,995,192 3,000,000 2,995,192
Cemex, 5.770%, due
09/11/95 10,000,000 9,983,972 -- -- 10,000,000 9,983,972
Ciesco Limited
Partnership 5.790%, due
09/14/95 -- -- 13,000,000 12,973,476 13,000,000 12,973,476
5.790%, due 09/15/95 -- -- 24,000,000 23,947,267 24,000,000 23,947,267
5.850%, due 02/26/96 -- -- 5,000,000 4,861,308 5,000,000 4,861,308
COFCO Capital Corp.,
5.690%, due 10/10/95 10,000,000 9,938,358 -- -- 10,000,000 9,938,358
Cogentrix Richmond Inc.,
5.780%, due 09/19/95 19,000,000 18,945,090 -- -- 19,000,000 18,945,090
Commerzbank A.G.
5.820%, due 11/22/95 -- -- 12,900,000 12,733,690 12,900,000 12,733,690
Consolidated Natural Gas
Co. 5.810%, due 09/20/95 -- -- 8,100,000 8,075,633 8,100,000 8,075,633
Crown Leasing,#
5.800%, due 09/18/95 4,000,000 3,989,044 -- -- 4,000,000 3,989,044
Daimier-Benz North
America Corp. 5.870%,
due 09/01/95 -- -- 6,250,000 6,250,000 6,250,000 6,250,000
5.880%, due 03/15/96 -- -- 5,000,000 4,847,556 5,000,000 4,847,556
duPont (EI) de Nemours &
Co. 6.450%, due 01/03/96 -- -- 18,000,000 17,623,040 18,000,000 17,623,040
Enterprise Funding
Capital Corp.,# 5.800%,
due 09/13/95 14,197,000 14,169,552 -- -- 14,197,000 14,169,552
Ford Motor Credit Co.
6.490%, due 09/06/95 -- -- 15,000,000 14,987,083 15,000,000 14,987,083
6.450%, due 09/11/95 -- -- 14,000,000 13,976,045 14,000,000 13,976,045
5.740%, due 01/12/96 -- -- 10,000,000 9,797,914 10,000,000 9,797,914
General Electric Capital
Corp. 6.300%, due
10/30/95 -- -- 9,000,000 8,911,058 9,000,000 8,911,058
5.760%, due 11/06/95 -- -- 10,000,000 9,898,250 10,000,000 9,898,250
General Electric Co.
5.800%, due 09/15/95 -- -- 18,500,000 18,458,992 18,500,000 18,458,992
Heller International
Corp.,# 5.830%, due
09/01/95 5,000,000 5,000,000 -- -- 5,000,000 5,000,000
5.770%, due 09/06/95 10,000,000 9,991,986 -- -- 10,000,000 9,991,986
Hosokawa Micron Corp.,
Intl. Inc., 5.800%, due
09/11/95 25,967,000 25,925,164 -- -- 25,967,000 25,925,164
</TABLE>
See notes to financial statements.
PF-13
<PAGE>
VISTA CASH MANAGEMENT MONEY MARKET FUND
PORTFOLIO OF INVESTMENTS--(Continued)
August 31, 1995
(Unaudited)
<TABLE>
<CAPTION>
Vista Hanover Pro-Forma
Global Vista Cash Mgmt. Hanover Combined Pro-Forma
Principal Global Principal Cash Mgmt. Principal Combined
Issuer Amount Value Amount Value Amount Value
------------------------- ------------- ------------- --------------- ----------- --------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Hunt Resources, Inc.,
5.780%, due 09/08/95 $ 2,150,000 $ 2,147,584 $ -- $ -- $ 2,150,000 $ 2,147,584
5.750%, due 09/27/95 6,300,000 6,273,838 -- -- 6,300,000 6,273,838
International Lease
Finance Corp.
5.790%, due 10/12/95 -- -- 24,000,000 23,846,113 24,000,000 23,846,113
5.800%, due 10/25/95 -- -- 15,000,000 14,873,100 15,000,000 14,873,100
5.860%, due 11/20/95 -- -- 14,000,000 13,822,667 14,000,000 13,822,667
5.820%, due 11/21/95 -- -- 3,250,000 3,208,538 3,250,000 3,208,538
5.790%, due 02/01/96 -- -- 4,250,000 4,150,657 4,250,000 4,150,657
J.C. Penney Funding Corp.
5.850%, due 10/13/95 -- -- 29,000,000 28,806,473 29,000,000 28,806,473
Jeld-Wen, Inc.
5.800%, due 09/08/95 5,250,000 5,244,079 -- -- 5,250,000 5,244,079
Konica Financial U.S.A.
Corp.,# 5.850%, due
09/15/95 3,000,000 2,993,175 -- -- 3,000,000 2,993,175
Lilly, Eli & Co.
6.410%, due 09/18/95 -- -- 32,000,000 31,907,520 32,000,000 31,907,520
Met Life Funding Corp.
5.890%, due 09/11/95 -- -- 45,003,000 44,931,495 45,003,000 44,931,495
5.790%, due 11/07/95 -- -- 15,000,000 14,842,271 15,000,000 14,842,271
Mitsubishi Motors Credit
Acceptance,
5.700%, due 10/05/95 5,000,000 4,973,083 -- -- 5,000,000 4,973,083
National Rural Utilities
Cooperative Finance
Corp. 5.850%, due
10/13/95 -- -- 60,000,000 59,599,250 60,000,000 59,599,250
Omnicom Financial Inc.,
5.750%, due 09/22/95 6,000,000 5,979,875 -- -- 6,000,000 5,979,875
5.750%, due 09/28/95 5,000,000 4,978,438 -- -- 5,000,000 4,978,438
Orix America Inc.,#
5.790%, due 10/05/95 4,000,000 3,978,127 -- -- 4,000,000 3,978,127
5.790%, due 10/10/95 4,000,000 3,974,910 -- -- 4,000,000 3,974,910
5.800%, due 10/12/95 2,000,000 1,986,789 -- -- 2,000,000 1,986,789
5.790%, due 10/16/95 1,000,000 992,763 -- -- 1,000,000 992,763
5.800%, due 11/01/95 2,000,000 1,980,344 -- -- 2,000,000 1,980,344
5.750%, due 11/06/95 12,000,000 11,873,500 -- -- 12,000,000 11,873,500
5.800%, due 11/10/95 2,000,000 1,977,445 -- -- 2,000,000 1,977,445
5.800%, due 11/15/95 7,000,000 6,915,417 -- -- 7,000,000 6,915,417
PepsiCo, Inc.
5.810%, due 10/05/95 -- -- 2,250,000 2,237,888 2,250,000 2,237,888
5.740%, due 01/22/96 -- -- 10,000,000 9,781,528 10,000,000 9,781,528
Petroleo Brasileiro,
5.750%, due 02/05/96 10,000,000 9,749,236 -- -- 10,000,000 9,749,236
PGA Tours Investments
Financial Income,#
5.800%, due 09/14/95 20,500,000 20,457,064 -- -- 20,500,000 20,457,064
PHH Corp. 5.830%, due
09/25/95 -- -- 20,000,000 19,911,022 20,000,000 19,911,022
Prudential Funding Corp.
5.830%, due 10/05/95 -- -- 7,000,000 6,962,713 7,000,000 6,962,713
Republic National Bank
New York 5.780%, due
01/25/96 -- -- 5,000,000 4,887,864 5,000,000 4,887,864
</TABLE>
See notes to financial statements.
PF-14
<PAGE>
VISTA CASH MANAGEMENT MONEY MARKET FUND
PORTFOLIO OF INVESTMENTS--(Continued)
August 31, 1995
(Unaudited)
<TABLE>
<CAPTION>
Vista Hanover Pro-Forma
Global Vista Cash Mgmt. Hanover Combined Pro-Forma
Principal Global Principal Cash Mgmt. Principal Combined
Issuer Amount Value Amount Value Amount Value
------------------------- ------------- ------------- --------------- ----------- --------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Republic New York Corp.
5.780%, due 10/13/95 $ -- $ -- $50,000,000 $ 49,672,167 $50,000,000 $ 49,672,167
RTZ Corp. PLC
5.820%, due 09/05/95 -- -- 43,300,000 43,272,480 43,300,000 43,272,480
Sinochem American
Holdings 5.780%, due
09/14/95 4,000,000 3,991,651 -- -- 4,000,000 3,991,651
5.760%, due 10/20/95 9,000,000 8,929,440 -- -- 9,000,000 8,929,440
5.750%, due 10/26/95 5,000,000 4,956,076 -- -- 5,000,000 4,956,076
Societe Generale
5.860%, due 10/02/95 -- -- 20,000,000 19,825,222 20,000,000 19,825,222
Somerset Railroad Corp.
5.800%, due 10/26/95 13,800,000 13,742,193 -- -- 13,800,000 13,742,193
75 State Street Capital
Corp. 5.750%, due
10/03/95 10,000,000 9,948,889 -- -- 10,000,000 9,948,889
Toronto Dominion Bank
6.410%, due 09/18/95 -- -- 25,000,000 24,927,631 25,000,000 24,927,631
Toyota Motor Credit Corp.
5.850%, due 09/18/95 -- -- 5,000,000 4,986,497 5,000,000 4,986,497
5.810%, due 09/21/95 -- -- 8,650,000 8,622,608 8,650,000 8,622,608
Transamerica Finance
Corp. 6.480%, due
01/12/96 -- -- 12,000,000 11,729,566 12,000,000 11,729,566
USAA Capital Corp.
5.780%, due 10/16/95 -- -- 10,000,000 9,929,750 10,000,000 9,929,750
U.S. Leasing
International Corp.
5.850%, due 09/25/95 -- -- 45,000,000 44,828,100 45,000,000 44,828,100
U.S. West Communications,
Inc. 5.990%, due
09/06/95 -- -- 11,300,000 11,290,866 11,300,000 11,290,866
6.010%, due 09/13/95 -- -- 18,000,000 17,964,909 18,000,000 17,964,909
5.810%, due 09/27/95 -- -- 15,000,000 14,938,575 15,000,000 14,938,575
----------- --------- -----------
Total Commercial Paper 325,239,176 853,161,783 1,178,400,959
----------- --------- -----------
Floating Rate Notes--
US Government and
Agencies Federal Home
Loan Bank, 4.760%, due
09/06/95 37,000,000 37,000,000 -- -- 37,000,000 37,000,000
Federal Home Loan
Mortgage Corp., 6.840%,
due 09/06/95 16,000,000 16,000,000 -- -- 16,000,000 16,000,000
5.960%, due 02/28/96 -- -- 12,000,000 12,054,486 12,000,000 12,054,486
Federal National Mortgage
Assoc., 4.950%, due
09/01/95 10,000,000 9,990,575 -- -- 10,000,000 9,990,575
4.950%, due 09/01/95 10,000,000 10,001,875 -- -- 10,000,000 10,001,875
5.740%, due 09/28/95 -- -- 20,000,000 19,913,300 20,000,000 19,913,300
Student Loan Marketing
Association,
5.600%, due 09/06/95 10,525,000 10,525,000 -- -- 10,525,000 10,525,000
5.710%, due 09/06/95 40,700,000 40,711,810 -- -- 40,700,000 40,711,810
5.710%, due 09/06/95 18,500,000 18,504,000 -- -- 18,500,000 18,504,000
5.720%, due 09/06/95 49,000,000 49,000,000 -- -- 49,000,000 49,000,000
5.650%, due 09/06/95 10,000,000 9,999,824 -- -- 10,000,000 9,999,824
5.710%, due 09/06/95 4,675,000 4,675,000 -- -- 4,675,000 4,675,000
----------- --------- -----------
Total US Government and
Agencies 206,408,084 31,967,786 238,375,870
----------- --------- -----------
</TABLE>
See notes to financial statements.
PF-15
<PAGE>
VISTA CASH MANAGEMENT MONEY MARKET FUND
PORTFOLIO OF INVESTMENTS--(Continued)
August 31, 1995
(Unaudited)
<TABLE>
<CAPTION>
Vista Hanover Pro-Forma
Global Vista Cash Mgmt. Hanover Combined Pro-Forma
Principal Global Principal Cash Mgmt. Principal Combined
Issuer Amount Value Amount Value Amount Value
------------------------- ------------- ------------- --------------- ----------- --------------- -------------
<S> <C> <C> <C> <C> <C> <C>
State and Municipal--
Illinois Student
Assistance Commission,
Student Loan 5.940%, due
09/06/95 $ 9,100,000 $ 9,100,000 $ -- $ -- $ 9,100,000 $ 9,100,000
New Orleans Louisiana,
Aviation Board, Rev.,
Ser. A 6.020%, due
09/06/95 3,885,000 3,885,000 -- -- 3,885,000 3,885,000
Richmond County Ga. Dev.
Auth. IDR, Monsanto Co.
6.270%, due 06/01/96 -- -- 5,000,000 5,000,000 5,000,000 5,000,000
----------- --------- -----------
Total State and Municipal 12,985,000 5,000,000 17,985,000
----------- --------- -----------
Corporate and Other--
AT&T Capital Corp.,
5.820%, due 09/01/95 -- -- 13,000,000 13,000,000 13,000,000 13,000,000
Avco Financial Services,
Inc. 6.030%, due
09/01/95 45,000,000 44,994,573 -- -- 45,000,000 44,994,573
Beta Finance Corp.,#
5.520%, due 09/06/95 10,000,000 9,999,880 -- -- 10,000,000 9,999,880
CIT Group Holdings,
6.200%, due 09/01/95 45,000,000 44,994,225 -- -- 45,000,000 44,994,225
Comerica Bank,
5.600%, due 09/06/95 25,000,000 24,995,937 -- -- 25,000,000 24,995,937
5.610%, due 09/06/95 25,000,000 24,993,326 -- -- 25,000,000 24,993,326
CS First Boston, Inc.
6.060%, due 09/01/95 45,000,000 45,000,000 -- -- 45,000,000 45,000,000
FCC National Bank,
6.100%, due 09/01/95 35,000,000 35,000,000 -- -- 35,000,000 35,000,000
5.540%, due 01/10/96 -- -- 5,000,000 5,000,614 5,000,000 5,000,614
5.690%, due 01/19/96 -- -- 18,000,000 18,000,000 18,000,000 18,000,000
First Chicago Corp.
Medium Term Note 5.800%,
due 11/30/95 -- -- 8,000,000 8,000,000 8,000,000 8,000,000
General Electric Capital
Corp., 6.100%, due
09/01/95 25,000,000 24,996,824 -- -- 25,000,000 24,996,824
Household Finance Corp.,
6.420%, due 09/01/95 5,000,000 5,003,246 -- -- 5,000,000 5,003,246
5.720%, due 09/06/95 -- -- 5,000,000 4,998,246 5,000,000 4,998,246
Merrill Lynch & Co., Inc.
6.110%, due 09/01/95 35,000,000 34,998,180 -- -- 35,000,000 34,998,180
PHH Corp 5.68% due
09/06/95 -- -- 35,000,000 34,997,423 35,000,000 34,997,423
----------- --------- -----------
Total Corporate and Other 294,976,191 83,996,283 378,972,474
----------- --------- -----------
Total Floating Rate Notes 514,369,275 120,964,069 635,333,344
----------- --------- -----------
Certificates of Deposit--
Bank of Nova Scotia
5.78% due 09/25/95 -- -- 15,000,000 15,000,099 15,000,000 15,000,099
Banque National de Paris
5.78% due 12/29/95 -- -- 10,000,000 10,004,480 10,000,000 10,004,480
Commerzbank A.G.
5.89% due 09/15/95 -- -- 35,000,000 34,999,865 35,000,000 34,999,865
Deutsche Bank A.G.
6.03% due 08/08/96 -- -- 20,000,000 20,000,000 20,000,000 20,000,000
</TABLE>
See notes to financial statements.
PF-16
<PAGE>
VISTA CASH MANAGEMENT MONEY MARKET FUND
PORTFOLIO OF INVESTMENTS--(Continued)
August 31, 1995
(Unaudited)
<TABLE>
<CAPTION>
Vista Hanover Pro-Forma
Global Vista Cash Mgmt. Hanover Combined Pro-Forma
Principal Global Principal Cash Mgmt. Principal Combined
Issuer Amount Value Amount Value Amount Value
------------------------- ------------- ------------- --------------- ----------- --------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Dresdner Bank A.G.
6.94% due 01/08/96 $ -- $ -- $ 5,000,000 $ 5,009,194 $ 5,000,000 $ 5,009,194
Lloyds Bank PLC
5.64% due 01/16/96 -- -- 10,000,000 10,000,736 10,000,000 10,000,736
Mitsubishi Bank,
5.860%, due 01/31/96 10,000,000 9,996,953 -- -- 10,000,000 9,996,953
National Westminster Bank
PLC 6.50% due 01/04/96 -- -- 25,000,000 25,013,658 25,000,000 25,013,658
Sanwa Bank,
5.900%, due 11/22/95 14,000,000 13,999,599 -- -- 14,000,000 13,999,599
Societe General
6.420%, due 09/11/95 -- -- 20,000,000 20,000,346 20,000,000 20,000,346
5.980%, due 08/07/96 -- -- 20,000,000 20,000,000 20,000,000 20,000,000
Trust Co. of Atlanta
5.875%, due 09/01/95 3,891,000 3,891,000 -- -- 3,891,000 3,891,000
----------- --------- -----------
Total Certificates of
Deposit 27,887,552 160,028,378 187,915,930
----------- --------- -----------
Repurchase Agreement--
Merrill Gov't Securities
Inc. Dated 8/31/95,
5.70%, due 9/01/95
(Proceeds at maturity
$23,740,758
collateralized by:
$22,190,000 U.S. T-Note,
9.25%, due 8/15/98) -- -- 23,737,000 23,737,000 23,737,000 23,737,000
----------- --------- -----------
Total Repurchase
Agreement 23,737,000 23,737,000
--------- -----------
Money Market Fund--
Fidelity U.S. Gov't
Portfolio 5.730% -- -- 16,000,000 16,000,000 16,000,000 16,000,000
----------- --------- -----------
Total Investments $921,696,807 $1,267,024,141 $2,188,720,948
=========== ========= ===========
</TABLE>
# Security may only be sold to institutional buyers.
Floating Rate Demand Notes: The maturity date shown is the next interest
reset date; the rate shown is the rate in effect at August 31, 1995.
See notes to financial statements.
PF-17
<PAGE>
PRO FORMA STATEMENT OF ASSETS AND LIABILITIES
8/31/95
(Unaudited)
<TABLE>
<CAPTION>
Vista Global Hanover Cash Pro-Forma Pro-Forma
MMF Mgmt. MMF Adjustments Combined
----------------- ----------------- ------------------ -----------------
<S> <C> <C> <C> <C>
ASSETS:
Investment securities, at value ........ $921,696,807 $1,267,024,141 $0 $2,188,720,948
Cash ................................... 110,504 0 0 110,504
Receivables
Interest .............................. 5,029,389 4,784,429 0 9,813,818
Shares of beneficial interest sold .... 175,180 0 0 175,180
Other receivables ..................... 0 25,456 0 25,456
--------------- ----------------- ---------------- -----------------
Total assets .......................... 927,011,880 1,271,834,026 0 2,198,845,906
LIABILITIES:
Payable for shares of beneficial
interest redeemed .................... 1,152,349 0 0 1,152,349
Payable to Custodian ................... 0 36,361 0 36,361
Dividends payable ...................... 974,506 5,574,767 0 6,549,273
Accrued liabilities:
Administration fee .................... 39,898 55,914 0 95,812
Advisory fee .......................... 71,815 126,179 0 197,994
Custodian fees ........................ 89,210 0 0 89,210
Distribution fee ...................... 0 1,304 0 1,304
Fund servicing fees ................... 15,963 10,941 0 26,904
Shareholder servicing fees ............ 55,828 368,022 0 423,850
Sub-administration fee ................ 39,898 31,544 0 71,442
Other ................................. 358,979 81,100 0 440,079
--------------- ----------------- ---------------- -----------------
Total liabilities ..................... 2,798,446 6,286,132 0 9,084,578
--------------- ----------------- ---------------- -----------------
NET ASSETS
Paid in capital ........................ 924,198,092 1,265,547,894 0 2,189,745,986
Accumulated undistributed net
realized gain (loss) on investment
transactions .......................... 15,342 0 0 15,342
--------------- ----------------- ---------------- -----------------
Net assets ............................ $924,213,434 $1,265,547,894 $0 $2,189,761,328
=============== ================= ================ =================
Net assets by class .................... $ 91,655,094 $1,265,547,894 $0 $1,357,202,988
--------------- ----------------- ---------------- -----------------
Vista Premier ......................... 473,401,069 0 0 473,401,069
--------------- ----------------- ---------------- ----------------
Institutional ......................... 359,157,271 0 0 359,157,271
--------------- ----------------- ---------------- -----------------
Total combined net assets by class .... $924,213,434 $1,265,547,894 $0 $2,189,761,328
=============== ================= ================ =================
Shares of beneficial interest
outstanding (no par value;
unlimited number of shares
authorized):
Vista Shares .......................... 91,653,574 1,265,547,894 0 1,357,201,468
=============== ================= ================ =================
Premier Shares ........................ 473,393,210 0 0 473,393,210
=============== ================= ================ =================
Institutional Shares .................. 359,151,308 0 0 359,151,308
=============== ================= ================ =================
Net asset value, offering and
redemption price per share, Vista,
Premier and Institutional (net
assets/ shares outstanding) ........... $ 1.00 $ 1.00 $0.00 $ 1.00
=============== ================= ================ =================
Cost of investments ..................... $921,696,807 $1,267,024,141 $0 $2,188,720,948
=============== ================= ================ =================
</TABLE>
See notes to financial statements.
PF-18
<PAGE>
PRO FORMA STATEMENT OF OPERATIONS
For the year ended 8/31/95
(Unaudited)
<TABLE>
<CAPTION>
Vista Hanover
Global Cash Mgmt. Pro-Forma Pro-Forma
MMF MMF Adjustments Combined
-------------- ---------------- ---------------- -----------------
<S> <C> <C> <C> <C>
INTEREST INCOME $61,159,379 $59,915,086 $ 0 $121,074,465
------------ -------------- -------------- ---------------
EXPENSES
Distribution fees
Vista Shares ........................................ 0 0 0 0
Premier Shares ...................................... 0 0 0 0
Institutional Shares ................................ 0 0 0 0
Fund Servicing fees
Vista Shares ........................................ 139,371 47,360 (186,731) (2) 0
Premier Shares ...................................... 421,596 0 (421,596) (2) 0
Institutional Shares ................................ 0 0 0 0
Shareholder Servicing fees
Vista Shares ........................................ 348,428 3,626,644 810,513 (1,3) 4,785,585
Premier Shares ...................................... 421,596 0 105,399 (3) 526,995
Institutional Shares ................................ 0 0 0 0
Administration fees .................................. 538,169 453,952 55,489 (1) 1,047,610
Advisory fees ........................................ 1,076,339 1,554,275 (535,393) (1) 2,095,221
Sub-Administration fees .............................. 538,169 310,856 198,585 (1) 1,047,610
Professional fees .................................... 105,459 50,580 (50,580) (6) 105,459
Custodian fees ....................................... 320,508 108,042 (211,612) (4) 216,938
Interest expense ..................................... 106,570 0 0 106,570
Printing and postage ................................. 15,002 20,072 0 35,074
Registration costs ................................... 173,864 118,185 0 292,049
Transfer agent fees
Vista Shares ........................................ 240,952 29,109 143,232 (5) 413,293
Premier Shares ...................................... 183,407 0 17,058 (5) 200,465
Institutional Shares ................................ 75,958 0 (26,902) (5) 49,056
Trustee fees ......................................... 61,233 12,975 (11,112) (7) 63,096
Amortization of organizational costs ................. 0 9,804 (9,804) (6) 0
Insurance ............................................ 0 14,710 0 14,710
Other ................................................ 48,315 17,186 0 65,501
------------ -------------- -------------- ---------------
Total expenses .................................... 4,814,936 6,373,750 (123,454) 11,065,232
------------ -------------- -------------- ---------------
Less amounts waived by the Administrator,
Shareholder Servicing Agents, Adviser and
Distributor ......................................... 983,697 353,536 (971,112) (8) 366,121
------------ -------------- -------------- ---------------
Net expenses ....................................... 3,831,239 6,020,214 847,659 10,699,112
------------ -------------- -------------- ---------------
Net investment income .............................. 57,328,140 53,894,872 (847,659) 110,375,353
------------ -------------- -------------- ---------------
REALIZED AND UNREALIZED GAIN/(LOSS) ON INVESTMENTS
Realized gain (loss) on investment transactions ...... 31,579 59,072 0 90,651
------------ -------------- -------------- ---------------
Net increase in net assets from operations ........... $57,359,719 $53,953,944 $ (847,659) $110,466,004
============ ============== ============== ===============
</TABLE>
See notes to financial statements.
PF-19
<PAGE>
VISTA TAX FREE MONEY MARKET FUND
PORTFOLIO OF INVESTMENTS
August 31, 1995
(Unaudited)
<TABLE>
<CAPTION>
Vista Hanover Pro-Forma
Tax Free Vista Tax Free Hanover Combined Pro-Forma
Principal Tax Free Principal Tax Free Principal Combined
Issuer Amount Value Amount Value Amount Value
------------------------ ----------- ----------------- --------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Alabama--
Alabama Higher Education
Loan Corp., Student
Loan Rev., Ser. B,
Rev., 4.500%, due
03/01/96 $1,380,000 $ 1,382,950 $ -- $ -- $1,380,000 $ 1,382,950
Birmingham, Alabama,
Ser. 1992-A, FRDN,
3.625%, due 09/06/95 6,300,000 6,300,000 -- -- 6,300,000 6,300,000
Warrants, Ser. A, FRDN,
3.600%, due 09/06/95 3,000,000 3,000,000 -- -- 3,000,000 3,000,000
Birmingham, University
of Alabama General RB
Series 3.550%, due
09/06/95 -- -- -- 5,700,000 0 5,700,000
Mcintosh, Al.,
Industrial Dev. Bd.
Solid Waste Disp.,
CIBA-Geigy Corp.,
FRDN, 3.750%, due
09/06/95 1,000,000 1,000,000 -- -- 1,000,000 1,000,000
St. Clair County Alabama
Industrial Development
Board, FRDN, 3.650%,
due 09/06/95 1,500,000 1,500,000 -- -- 1,500,000 1,500,000
----------- --------- -----------
13,182,950 5,700,000 18,882,950
----------- --------- -----------
Alaska--
Valdez Alaska Marine
Terminal, Exxon
Pipeline Project, CP,
3.750%, due 10/10/95 4,000,000 4,000,000 -- -- 4,000,000 4,000,000
Valdez City Marine
Terminal Revenue RFB
ARCO Transportation
Alaska, Inc. Project
Series 1994A (Atlantic
Richfield) 3.800%, due
11/13/95 -- -- 4,900,000 4,900,000 4,900,000 4,900,000
---------- --------- -----------
4,000,000 4,900,000 8,900,000
---------- --------- -----------
Arizona--
Apache County, Arizona
IDA, Tucson Electric
Power Co., 83-B FRDN,
3.700%, due 09/06/95 5,000,000 5,000,000 -- -- 5,000,000 5,000,000
Apache County IDA, IDR
RB Tucson Electric
Power Co. Springville
Project Series 1985A
(Barclays Bank PLC)
FRDN 3.650%, due
09/06/95 -- -- 1,300,000 1,300,000 1,300,000 1,300,000
Arizona State
Transportation Board
Highway Rev.,
8.000%, due 07/01/96 1,000,000 1,052,140 -- -- 1,000,000 1,052,140
Maricopa County School
District TANS Series
1995 4.500%, due
07/31/96 -- -- 9,000,000 9,040,625 9,000,000 9,040,625
Phoenix Arizona IDA
Multifamily Housing,
Southwest Housing,
FRDN, 3.550%, due
09/06/95 3,000,000 3,000,000 -- -- 3,000,000 3,000,000
Paradise Shadows
Apartments, FRDN,
3.550%, due 09/06/95 1,950,000 1,950,000 -- -- 1,950,000 1,950,000
</TABLE>
See notes to financial statements.
PF-20
<PAGE>
VISTA TAX FREE MONEY MARKET FUND
PORTFOLIO OF INVESTMENTS--(Continued)
August 31, 1995
(Unaudited)
<TABLE>
<CAPTION>
Vista Hanover Pro-Forma
Tax Free Vista Tax Free Hanover Combined Pro-Forma
Principal Tax Free Principal Tax Free Principal Combined
Issuer Amount Value Amount Value Amount Value
------------------------ ----------- ----------------- --------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Pima County Arizona IDA,
Tucson Electric, Ser.
A, FRDN, 3.550%, due
09/06/95 $ 2,700,000 $ 2,700,000 $ -- $ -- $ 2,700,000 $ 2,700,000
Tucson Electric Power
Project, 1983 Ser. A,
FRDN, 3.625%, due
09/06/95 1,200,000 1,200,000 -- -- 1,200,000 1,200,000
Pima County IDA,
Industrial Development
RB: Tucson Electric
Power Co.: General
Project Series
1982A FRDN 3.600%, due
09/06/95 -- -- 3,000,000 3,000,000 3,000,000 3,000,000
Irvington Series 1982A
FRDN 3.650%, due
09/06/95 -- -- 1,000,000 1,000,000 1,000,000 1,000,000
Tucson Retirement
Center Series
1988 FRDN 3.700%, due
09/06/95 -- -- 4,100,000 4,100,000 4,100,000 4,100,000
------------ ----------- -----------
14,902,140 18,440,625 33,342,765
------------ ----------- -----------
Arkansas--
Hope Arkansas Solid
Waste Disposal Rev.,
Temple-Inland Forest
Products, Rev., CP
3.850%, due 09/12/95 4,000,000 4,000,000 -- -- 4,000,000 4,000,000
The Board of Trustees of
the University of
Arkansas Various
Facility UAMS Campus
RB FRDN 3.600%, due
09/06/95 -- -- 9,000,000 9,000,000 9,000,000 9,000,000
------------ ----------- -----------
4,000,000 9,000,000 13,000,000
------------ ----------- -----------
California--
California Higher
Education Lending
Authority, Ser. A,
FRDN, 3.550%, due
09/06/95 1,600,000 1,600,000 -- -- 1,600,000 1,600,000
California Higher
Education Loan
Authority, Ser. A,
Rev., 4.350%, due
05/01/96 1,500,000 1,500,000 -- -- 1,500,000 1,500,000
California Higher
Education Loan
Authority Series 1987
FRDN 3.650%, due
09/06/95 -- -- 2,000,000 2,000,000 2,000,000 2,000,000
Ca., Pol., Ctrl., Fin.,
Auth., Solid Waste
Dis, Shell Oil Co.
Martinez Project FRDN,
3.900%, due 09/01/95 200,000 200,000 -- -- 200,000 200,000
California School Cash
Reserve Program
Authority Pool, Ser.
A, Rev., 4.750%, due
07/03/96 2,000,000 2,016,107 -- -- 2,000,000 2,016,107
California State Rev.
Anticipation Warrants,
Ser. C, 5.750%, due
04/25/96 11,500,000 11,641,642 -- -- 11,500,000 11,641,642
California Statewide
Communities
Development Corp.,
FRDN, 3.400%, due
09/06/95 2,460,000 2,460,000 -- -- 2,460,000 2,460,000
</TABLE>
See notes to financial statements.
PF-21
<PAGE>
VISTA TAX FREE MONEY MARKET FUND
PORTFOLIO OF INVESTMENTS--(Continued)
August 31, 1995
(Unaudited)
<TABLE>
<CAPTION>
Vista Hanover Pro-Forma
Tax Free Vista Tax Free Hanover Combined Pro-Forma
Principal Tax Free Principal Tax Free Principal Combined
Issuer Amount Value Amount Value Amount Value
------------------------ ----------- ----------------- --------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
California Student
Education Loan
Marketing Corp.
Student Loan Revenue
RFB Series 1993A
(Dresdner Bank A.G.)
3.650%, due 09/07/95 $ -- $ -- $7,000,000 $7,000,000 $7,000,000 $7,000,000
Contra Costa County
California, TRAN,
4.500%, due 07/03/96 2,000,000 2,013,703 -- -- 2,000,000 2,013,703
Foothill/Eastern
Transportation
Corridor Agency
California FRDN, Toll
Road, Ser. C, 3.300%,
due 09/06/95 1,200,000 1,200,000 -- -- 1,200,000 1,200,000
Series 1995B (Morgan
Guaranty Trust Co.)
FRDN 3.350%, due
09/07/95 -- -- 2,500,000 2,500,000 2,500,000 2,500,000
Series 1995C (Credit
Suisse) FRDN 3.300%,
due 09/07/95 -- -- 5,000,000 5,000,000 5,000,000 5,000,000
Fremont California
Multifamily Housing,
Mission Wells Project,
Ser. E, FRDN, 3.650%,
due 09/06/95 1,900,000 1,900,000 -- -- 1,900,000 1,900,000
Fremont California,
Building & Equipment
Financing Project,
COP, FRDN 3.700%, due
09/06/95 400,000 400,000 -- -- 400,000 400,000
Irvine Improvement Board
Act 1915 Assignment
District No. 8 9-10
Series 1990 Updates
(National Westminster
Bank PLC) FRDN 3.350%,
due 09/01/95 -- -- 30,000 30,000 30,000 30,000
Lancaster California
Multifamily, Mercury
S&L, Gangi Builders,
Inc., FRDN, 4.050%,
due 09/06/95 1,100,000 1,100,000 -- -- 1,100,000 1,100,000
L.A. Ca. Regional
Airports Imp. Corp.,
American Airlines,
L.A. International
FRDN, 3.500%, due
09/04/95 1,400,000 1,400,000 -- -- 1,400,000 1,400,000
Los Angeles California
Union School District,
TRAN, 4.500%, due
07/03/96 3,000,000 3,019,344 -- -- 3,000,000 3,019,344
Los Angeles County,
California
Metropolitan
Transportation
Authority FRDN,
3.550%, due 09/06/95 2,000,000 2,000,000 -- -- 2,000,000 2,000,000
Madera County California
IDA, Regency
Thermographers, FRDN,
3.700%, due 09/06/95 1,840,000 1,840,000 -- -- 1,840,000 1,840,000
Three Valleys Municipal
Water District,
Miramar Water
Treatment, FRDN,
3.625%, due 09/06/95 600,000 600,000 -- -- 600,000 600,000
Oakland HFA, Multifamily
Rental Revenue RB
Skyline Hills
Association 3.400%,
due 09/07/95 -- -- 3,300,000 3,300,000 3,300,000 3,300,000
</TABLE>
See notes to financial statements.
PF-22
<PAGE>
VISTA TAX FREE MONEY MARKET FUND
PORTFOLIO OF INVESTMENTS--(Continued)
August 31, 1995
(Unaudited)
<TABLE>
<CAPTION>
Vista Hanover Pro-Forma
Tax Free Vista Tax Free Hanover Combined Pro-Forma
Principal Tax Free Principal Tax Free Principal Combined
Issuer Amount Value Amount Value Amount Value
------------------------ ----------- ----------------- --------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
San Diego City HFA,
Multifamily Revenue
Demand Bonds Market
Street Square
Apartments Project
Series 1985 Issue G
(Barclays Bank PLC)
3.650%, due 09/06/95 $ -- $ -- $ 1,500,000 $ 1,500,000 $ 1,500,000 $ 1,500,000
----------- ----------- -----------
34,890,796 21,330,000 56,220,796
----------- ----------- -----------
Colorado--
Colorado HFA, Sisters of
Charity Health Care
Systems Series 1992A
ARTS (SPA-Toronto
Dominion Bank) 3.550%,
due 09/07/95 -- -- 2,000,000 2,000,000 2,000,000 2,000,000
Colorado State General
Fund Revenue TRANS
Series 1995 4.500%,
due 06/27/96 -- -- 11,200,000 11,274,976 11,200,000 11,274,976
----------- ----------- -----------
-- 13,274,976 13,274,976
----------- ----------- -----------
Connecticut--
Waterbury Connecticut,
RAN, 4.600%, due
09/12/95 3,000,000 3,000,530 -- -- 3,000,000 3,000,530
Connecticut State
Development Authority
PCR, Connecticut Light
& Power Co. Project A
(Deutsche Bank A.G.)
3.550%, due 09/06/95 -- -- 3,000,000 3,000,000 3,000,000 3,000,000
----------- ----------- -----------
3,000,530 3,000,000 6,000,530
----------- ----------- -----------
District of Columbia--
District of Columbia GO
RFB
Series 1992: 3.700%,
due 09/01/95 -- -- 3,300,000 3,300,000 3,300,000 3,300,000
A-2 (Bank of Nova
Scotia) 3.700%, due
09/01/95 -- -- 2,000,000 2,000,000 2,000,000 2,000,000
A-3 (Toronto Dominion
Bank) 3.700%, due
09/01/95 -- -- 3,700,000 3,700,000 3,700,000 3,700,000
A-5 (Bank of Nova
Scotia) 3.700%, due
09/01/95 -- -- 5,900,000 5,900,000 5,900,000 5,900,000
----------- ----------- -----------
-- 14,900,000 14,900,000
----------- -----------
Florida--
Broward County, Florida
Housing Finance
Authority, Palm Aire-
Oxford FRDN, 4.150%,
due 09/06/95 3,600,000 3,600,000 -- -- 3,600,000 3,600,000
Florida Housing Finance
Agency, Blairstone
FRDN, 3.550%, due
09/06/95 400,000 400,000 -- -- 400,000 400,000
Jacksonville Florida
Electric Authority,
St. Johns River Power
Park System, Rev.,
8.250%, due 10/01/95 1,000,000 1,002,967 -- -- 1,000,000 1,002,967
Jacksonville Florida
Industrial
Development, Trailer
Marine Crowley
Project, FRDN, 3.800%,
due 09/06/95 1,000,000 1,000,000 -- -- 1,000,000 1,000,000
</TABLE>
See notes to financial statements.
PF-23
<PAGE>
VISTA TAX FREE MONEY MARKET FUND
PORTFOLIO OF INVESTMENTS--(Continued)
August 31, 1995
(Unaudited)
<TABLE>
<CAPTION>
Vista Hanover Pro-Forma
Tax Free Vista Tax Free Hanover Combined Pro-Forma
Principal Tax Free Principal Tax Free Principal Combined
Issuer Amount Value Amount Value Amount Value
------------------------ ----------- ----------------- --------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Jacksonville City PCR,
RFB Florida Power &
Light Co. Project
Series 1994 3.850%,
due 11/13/95 $ -- $ -- $2,000,000 $ 2,000,000 $2,000,000 $ 2,000,000
Okaloosa County Revenue
Gulf Coast Treatment
Center Project
Series 1984 3.600%,
due 09/06/95 -- -- 1,900,000 1,900,000 1,900,000 1,900,000
Orange County, Florida
Housing Finance
Authority, Westlake,
Westlake FRDN, 3.625%,
due 09/06/95 5,950,000 5,950,000 -- -- 5,950,000 5,950,000
Westlake, Windscape
FRDN, 3.625%, due
09/06/95 700,000 700,000 -- -- 700,000 700,000
Orange County HFA
Housing Revenue
Multifamily Smokewood/
Sun 3.650%, due
09/06/95 -- -- 2,000,000 2,000,000 2,000,000 2,000,000
Orlando Florida
Utilities Community
Water & Electric,
Rev., 8.625%, due
10/01/95 3,000,000 3,071,843 -- -- 3,000,000 3,071,843
Orlando Utilities
Commonwealth Water and
Electric Revenue RB
U.S. Government
Securities
Collateral 8.625%, due
10/01/95 -- -- 5,000,000 5,118,039 5,000,000 5,118,039
Palm Beach County School
District TANS Series
1994 4.750%, due
09/13/95 -- -- 7,000,000 7,001,434 7,000,000 7,001,434
St. Lucie County Florida
Pollution Control
Rev., Florida Power &
Light Co. 3.700%, due
11/03/95 6,500,000 6,500,000 6,500,000 6,500,000
Volusia County, Florida
Housing Finance
Authority, Sun Pointe
Apts., Ser. H, FRDN,
3.550%, due 09/06/95 1,225,000 1,225,000 -- -- 1,225,000 1,225,000
------------ ----------- -----------
23,449,810 18,019,473 41,469,283
------------ ----------- -----------
Georgia--
Atlanta City Urban RFA,
Multifamily Rental
Housing Revenue RFB
Towers Project Series
1988A (Sanwa Bank,
Ltd.) 3.700%, due
11/01/95 -- -- 8,500,000 8,500,000 8,500,000 8,500,000
Bartow County Georgia
IDA, Princeton
Carpets, Inc., FRDN,
3.750%, due 09/06/95 2,000,000 2,000,000 -- -- 2,000,000 2,000,000
Bibb County Development
Authority
Environmental
Improvement Revenue
1991 IR-1 (Temple
Inland, Inc.) 3.800%,
due 09/07/95 -- -- 8,000,000 8,000,000 8,000,000 8,000,000
Cherokee County,
Georgia, Seaboard
Forms of Canton, Inc.,
FRDN,
3.650%, due 09/06/95 3,000,000 3,000,000 -- -- 3,000,000 3,000,000
</TABLE>
See notes to financial statements.
PF-24
<PAGE>
VISTA TAX FREE MONEY MARKET FUND
PORTFOLIO OF INVESTMENTS--(Continued)
August 31, 1995
(Unaudited)
<TABLE>
<CAPTION>
Vista Hanover Pro-Forma
Tax Free Vista Tax Free Hanover Combined Pro-Forma
Principal Tax Free Principal Tax Free Principal Combined
Issuer Amount Value Amount Value Amount Value
------------------------ ----------- ----------------- --------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Clayton County, Georgia
Housing Authority,
Multifamily Rainwood
Development FRDN,
3.825%, due 09/06/95 $2,700,000 $ 2,700,000 $ -- $ -- $2,700,000 $ 2,700,000
Columbus, Georgia
Development Authority,
R P Real Estate, Inc.,
FRDN, 4.100%, due
09/06/95 25,000 25,000 -- -- 25,000 25,000
Elbert County, Georgia,
FRDN, 3.750%, due
09/06/95 2,200,000 2,200,000 -- -- 2,200,000 2,200,000
Fulco Georgia Hospital
Authority Certificates
Updates, St Josephs
Hospital FRDN, 3.800%,
due 09/06/95 2,500,000 2,500,000 -- -- 2,500,000 2,500,000
Georgia State, GO,
6.250%, due 09/01/95 1,395,000 1,395,000 -- -- 1,395,000 1,395,000
Fulton County HFA,
Multifamily Housing
Revenue RFB Spring
Creek Crossing Series
1994 (Wachovia Bank of
Georgia, N.A.) 3.650%,
due 09/06/95 -- -- 5,000,000 5,000,000 5,000,000 5,000,000
Marietta City Housing
Authority Multifamily
Housing Revenue RFB
Apartments Series 1994
(FNMA) 3.500%, due
09/06/95 -- -- 4,525,000 4,525,000 4,525,000 4,525,000
Peachtree City, Georgia
Development Authority,
Hoshizaki America,
Inc., FRDN, 3.700%,
due 09/06/95 2,200,000 2,200,000 -- -- 2,200,000 2,200,000
Washington Georgia,
Wilkes Payroll
Development Authority,
Pak Products, Inc.,
FRDN, 3.950%, due
09/06/95 2,130,000 2,130,000 -- -- 2,130,000 2,130,000
----------- ----------- -----------
18,150,000 26,025,000 44,175,000
----------- ----------- -----------
Idaho--
Idaho State, TAN,
4.500%, due 06/27/96 4,000,000 4,022,118 -- -- 4,000,000 4,022,118
Port Lewiston Port
Facilities Idaho Rev.,
Fribourg Investment
Co., FRDN, 3.940%, due
09/06/95 3,800,000 3,800,000 -- -- 3,800,000 3,800,000
----------- ----------- -----------
7,822,118 -- 7,822,118
----------- ----------- -----------
Illinois--
Chicago Illinois O'Hare
Intl. Airport,
American Airlines,
Ser. B, PUT, 3.950%,
due 09/01/95 5,100,000 5,100,000 -- -- 5,100,000 5,100,000
Chicago O'Hare
International Airport,
General Airport Second
Lien RB 3.550%, due
09/06/95 -- -- 5,500,000 5,500,000 5,500,000 5,500,000
DuPage County Illinois,
GO, 3.750%, due
01/01/96 1,800,000 1,794,162 -- -- 1,800,000 1,794,162
</TABLE>
See notes to financial statements.
PF-25
<PAGE>
VISTA TAX FREE MONEY MARKET FUND
PORTFOLIO OF INVESTMENTS--(Continued)
August 31, 1995
(Unaudited)
<TABLE>
<CAPTION>
Vista Hanover Pro-Forma
Tax Free Vista Tax Free Hanover Combined Pro-Forma
Principal Tax Free Principal Tax Free Principal Combined
Issuer Amount Value Amount Value Amount Value
------------------------ ----------- ----------------- --------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Illinois Development
Financing Authority
IRB, Demert &
Dougherty Inc. Project
GO, FRDN 3.900%, due
09/06/95 $4,900,000 $ 4,900,000 $ -- $ -- $4,900,000 $ 4,900,000
Illinois EFAR, RB Museum
of Science and
Industry Series 1985
3.650%, due 09/06/95 -- -- 2,200,000 2,200,000 2,200,000 2,200,000
Illinois HFAR, RB
Revolving Fund Pooled
Financing Program
Series 1985F 3.550%,
due 09/06/95 -- -- 4,300,000 4,300,000 4,300,000 4,300,000
Illinois State, GO,
5.250%, due 10/01/95 1,000,000 1,000,981 -- -- 1,000,000 1,000,981
Savanna IDR, Metform
Corp. Project RB
Series 1994C 3.700%,
due 09/06/95 -- -- 1,600,000 1,600,000 1,600,000 1,600,000
Southwestern Illinois
IDA, Robinson Steel
Co. Inc. Project,
FRDN, 3.850%, due
09/06/95 700,000 700,000 -- -- 700,000 700,000
----------- ----------- -----------
13,495,143 13,600,000 27,095,143
----------- ----------- -----------
Indiana--
Hammond Development
Finance Authority PCR,
RB Amoco Oil Co.
Project 3.700%, due
09/01/95 -- -- 7,500,000 7,500,000 7,500,000 7,500,000
Indiana Health Facility
Financing Authority
Refunding RB MMM-
Invest, Inc. Series
1990A (Banc One
Indianapolis, N.A.)
3.650%, due 09/07/95 -- -- 3,460,000 3,460,000 3,460,000 3,460,000
Indiana State Employment
Development, Griner
Engineering
Co., FRDN, 3.950%, due
09/06/95 200,000 200,000 -- -- 200,000 200,000
Metal Services &
Supply, Inc., FRDN,
3.950%, due 09/06/95 200,000 200,000 -- -- 200,000 200,000
Mobel Project, FRDN,
3.950%, due 09/06/95 100,000 100,000 -- -- 100,000 100,000
Southern Indiana
Rehabilitation
Services, Inc., FRDN,
3.950%, due 09/06/95 100,000 100,000 -- -- 100,000 100,000
Triangle Ventures
Project, FRDN, 3.950%,
due 09/06/95 175,000 175,000 -- -- 175,000 175,000
Lafayette City EDR, RFB
Health Quest Realty XI
Project Series 1993
3.650%, due 09/07/95 -- -- 2,605,000 2,605,000 2,605,000 2,605,000
Muncie City EDR, RFB
Health Quest Realty
Project Series 1993
3.650%, due 09/07/95 -- -- 1,075,000 1,075,000 1,075,000 1,075,000
</TABLE>
See notes to financial statements.
PF-26
<PAGE>
VISTA TAX FREE MONEY MARKET FUND
PORTFOLIO OF INVESTMENTS--(Continued)
August 31, 1995
(Unaudited)
<TABLE>
<CAPTION>
Vista Hanover Pro-Forma
Tax Free Vista Tax Free Hanover Combined Pro-Forma
Principal Tax Free Principal Tax Free Principal Combined
Issuer Amount Value Amount Value Amount Value
------------------------ ----------- ----------------- --------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Sullivan City PCR, RB
Hoosier Energy Rural
Electric Cooperative,
Inc. Series 1985L-4
(National Rural
Utilities Cooperative
Finance 3.750%, due
10/25/95 $ -- $ -- $2,200,000 $ 2,200,000 $2,200,000 $ 2,200,000
------------ ----------- -----------
775,000 16,840,000 17,615,000
------------ ----------- -----------
Iowa--
Iowa School Corporations
Warrant Certificates,
Cash Anticipation
Program, Ser. A, Rev.,
4.750%, due 06/28/96 2,200,000 2,215,820 -- -- 2,200,000 2,215,820
Ser. B, Rev., 5.750%,
due 02/01/96 2,000,000 2,005,986 -- -- 2,000,000 2,005,986
------------ ----------- -----------
4,221,806 -- 4,221,806
------------ ----------- -----------
Kentucky--
Carroll County, Kentucky
IDA, Kentucky Ladder
Co., FRDN, 3.850%, due
09/06/95 1,500,000 1,500,000 -- -- 1,500,000 1,500,000
Clark County PCR, East
Kentucky Power
Cooperative, Inc.
Project 4.150%, due
10/15/95 -- -- 3,000,000 2,999,817 3,000,000 2,999,817
------------- ----------- -----------
1,500,000 2,999,817 4,499,817
------------- ----------- -----------
Louisiana--
Louisiana State Recovery
District Sales Tax
Rev., FRDN, 3.500%,
due 09/01/95 2,500,000 2,500,000 -- -- 2,500,000 2,500,000
South La Port Commercial
Marine Terminal
Facilities Revenue RB
Project Series 1991
(Credit Suisse)
3.600%, due 09/06/95 -- -- 2,700,000 2,700,000 2,700,000 2,700,000
------------ ----------- -----------
2,500,000 2,700,000 5,200,000
------------ ----------- -----------
Maine--
Lewiston, Maine, Geiger
Brothers Project,
FRDN, 3.950%, due
09/30/95 3,575,000 3,575,000 -- -- 3,575,000 3,575,000
Maine State, TAN,
4.500%, due 06/28/96 5,000,000 5,029,750 -- -- 5,000,000 5,029,750
Portland, Maine,
Oakhurst Dairy, FRDN,
4.100%, due 09/30/95 1,700,000 1,700,000 -- -- 1,700,000 1,700,000
Regional Waste Systems,
Inc., Ser. K, FRDN,
3.750%, due 09/06/95 1,500,000 1,500,000 -- -- 1,500,000 1,500,000
------------ ----------- -----------
11,804,750 -- 11,804,750
------------ ----------- -----------
Maryland--
Annapolis, Maryland,
Forest-Gemini
Facility, FRDN,
4.000%, due 09/06/95 700,000 700,000 -- -- 700,000 700,000
Anne Arundel County,
Maryland, FRDN,
3.750%, due 09/06/95 2,000,000 2,000,000 -- -- 2,000,000 2,000,000
</TABLE>
See notes to financial statements.
PF-27
<PAGE>
VISTA TAX FREE MONEY MARKET FUND
PORTFOLIO OF INVESTMENTS--(Continued)
August 31, 1995
(Unaudited)
<TABLE>
<CAPTION>
Vista Hanover Pro-Forma
Tax Free Vista Tax Free Hanover Combined Pro-Forma
Principal Tax Free Principal Tax Free Principal Combined
Issuer Amount Value Amount Value Amount Value
------------------------ ----------- ----------------- --------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Baltimore County
Maryland, Economic West
Capital, Ser. B, CP,
3.900%, due 10/02/95 $3,000,000 $ 3,000,000 $ -- $ -- $3,000,000 $ 3,000,000
Baltimore County,
Maryland Pollution
Control, Baltimore Gas
& Electric Co.,
3.700%, due 10/04/95 7,000,000 7,000,000 -- -- 7,000,000 7,000,000
Baltimore County,
Maryland, Sheppard &
Enoch Pratt Hospital,
FRDN, 3.550%, due
09/06/95 1,700,000 1,700,000 -- -- 1,700,000 1,700,000
Howard County, Maryland,
Owen Brown Joint
Facilities, FRDN,
4.000%, due 09/06/95 300,000 300,000 -- -- 300,000 300,000
Maryland State Board of
Environmental Resource
Recovery, Colstrip
Project, FRDN, 3.650%,
due 09/06/95 1,000,000 1,000,000 -- -- 1,000,000 1,000,000
Prince George's County,
Maryland, Parsons
Paper, CP, 4.000%, due
09/06/95 1,700,000 1,700,000 -- -- 1,700,000 1,700,000
Baltimore PCR
Multi-Modal SCM
Plants, Inc. Project
Series 1993 3.550%,
due 09/07/95 -- -- 3,500,000 3,500,000 3,500,000 3,500,000
Baltimore Series 1986
Pre-refunded U.S.
Government Securities
Collateral 6.500%, due
08/01/96 -- -- 1,150,000 1,201,132 1,150,000 1,201,132
----------- ---------- -----------
17,400,000 4,701,132 22,101,132
----------- ---------- -----------
Massachusetts--
Massachusetts Bay
Transportation
Authority, Ser. A,
Rev., 5.500%, due
03/01/96 3,000,000 3,012,859 -- -- 3,000,000 3,012,859
Ser. B, GO, 4.750%, due
09/06/96 5,000,000 5,035,950 -- -- 5,000,000 5,035,950
Massachusetts State
Health & Educational
Facilities Authority
FRDN, 3.550%, due
09/06/95 1,300,000 1,300,000 -- -- 1,300,000 1,300,000
Massachusetts State
Industrial Financing
Agency, Catamount
Realty Trust, FRDN,
4.100%, due 09/30/95 1,300,000 1,300,000 -- -- 1,300,000 1,300,000
ZBR Ltd. Partnership
Issue, FRDN, 3.750%,
due 09/06/95 3,500,000 3,500,000 -- -- 3,500,000 3,500,000
Massachusetts State UTGO
Series 1995A 4.250%,
due 06/12/96 -- -- 8,625,000 8,646,557 8,625,000 8,646,557
Taunton Massachusetts
IDA, Realty Trust IX
Project, FRDN, 4.100%,
due 09/30/95 2,485,000 2,485,000 -- -- 2,485,000 2,485,000
----------- ---------- -----------
16,633,809 8,646,557 25,280,366
----------- ---------- -----------
</TABLE>
See notes to financial statements.
PF-28
<PAGE>
VISTA TAX FREE MONEY MARKET FUND
PORTFOLIO OF INVESTMENTS--(Continued)
August 31, 1995
(Unaudited)
<TABLE>
<CAPTION>
Vista Hanover Pro-Forma
Tax Free Vista Tax Free Hanover Combined Pro-Forma
Principal Tax Free Principal Tax Free Principal Combined
Issuer Amount Value Amount Value Amount Value
------------------------ ----------- ----------------- --------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Michigan--
Allegan County, Michigan
Economic Development
Corp., Dean Foods Co.
FRDN, 3.750%, due
09/06/95 $2,000,000 $ 2,000,000 $ -- $ -- $2,000,000 $ 2,000,000
Dearborn Michigan
Economic Development
Corp., Oakbrook Common
Proj., FRDN, 3.650%,
due 09/06/95 8,300,000 8,300,000 -- -- 8,300,000 8,300,000
Farmington Hills,
Michigan Economic
Development Corp.,
Carrefour, FRDN,
3.825%, due 09/06/95 3,025,000 3,025,000 -- -- 3,025,000 3,025,000
Grand Rapids, Michigan
Economic Development
Corp., Amway Hotel,
FRDN, 3.650%, due
09/06/95 1,300,000 1,300,000 -- -- 1,300,000 1,300,000
Jackson County, Michigan
Economic Development
Corp., Melling Tool
Project, FRDN, 3.700%,
due 09/06/95 400,000 400,000 -- -- 400,000 400,000
Michigan Municipal Bond
Authority Revenue
Series 1995B 4.500%,
due 07/03/96 -- -- 4,750,000 4,776,265 4,750,000 4,776,265
Michigan State Strategic
Fund IDA, Michigan
Sugar Co., Croswell
Project, FRDN, 3.750%,
due 09/06/95 2,000,000 2,000,000 -- -- 2,000,000 2,000,000
Michigan State Strategic
Fund, Lex Controls,
Inc. Project, FRDN,
3.850%, due 09/06/95 2,000,000 2,000,000 -- -- 2,000,000 2,000,000
Michigan State, GO,
5.000%, due 09/29/95 3,000,000 3,002,077 -- -- 3,000,000 3,002,077
------------ ----------- -----------
22,027,077 4,776,265 26,803,342
------------ ----------- -----------
Minnesota--
Becker Minnesota
Pollution Control
Rev., Northern State
Power Co., Ser. A, CP,
3.800%, due 09/06/95 5,000,000 5,000,000 -- -- 5,000,000 5,000,000
Bloomington, Minnesota
Port Authority, Mall
of America Project,
FRDN, 3.800%, due
09/06/95 2,000,000 2,000,000 -- -- 2,000,000 2,000,000
Minnesota School
Districts Tax & Aid
Anticipation Borrowing
Progress Rev., 5.100%,
due 03/15/96 2,000,000 2,002,031 -- -- 2,000,000 2,002,031
Saint Louis Park,
Minnesota Industrial
Development, Unicare
Home, Inc., FRDN,
3.800%, due 09/30/95 600,000 600,000 -- -- 600,000 600,000
Duluth City Miller Dwan
Medical Center Revenue
RB Series 1989A
3.650%, due 09/07/95 -- -- 6,300,000 6,300,000 6,300,000 6,300,000
</TABLE>
See notes to financial statements.
PF-29
<PAGE>
VISTA TAX FREE MONEY MARKET FUND
PORTFOLIO OF INVESTMENTS--(Continued)
August 31, 1995
(Unaudited)
<TABLE>
<CAPTION>
Vista Hanover Pro-Forma
Tax Free Vista Tax Free Hanover Combined Pro-Forma
Principal Tax Free Principal Tax Free Principal Combined
Issuer Amount Value Amount Value Amount Value
------------------------ ----------- ----------------- --------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Rochester Health Care
Facilities RB Mayo
Foundation/Mayo
Medical Center 3.600%,
due 09/05/95 $ -- $ -- $2,100,000 $ 2,100,000 $2,100,000 $ 2,100,000
----------- ----------- -----------
9,602,031 8,400,000 18,002,031
----------- ----------- -----------
Mississippi--
Mississippi Business
Finance Corp., Air
Cruisers Project, Ser.
C, FRDN, 3.900%, due
09/06/95 300,000 300,000 -- -- 300,000 300,000
----------- ----------- -----------
Missouri--
Independence, Missouri
IDA, Multifamily
Housing, Independence
Ridge Apts., FRDN,
3.550%, due 09/06/95 1,600,000 1,600,000 -- -- 1,600,000 1,600,000
Kansas City, Missouri
IDA, Multifamily
Housing, Locarno
Project, FRDN, 3.550%,
due 09/06/95 1,700,000 1,700,000 -- -- 1,700,000 1,700,000
Kansas City IDA,
Multifamily Housing RB
The Willow Creek
Multifamily Housing
Project Series 1985
(Citibank, N.A.)
3.550%, due 09/05/95 -- -- 5,000,000 5,000,000 5,000,000 5,000,000
Macon, Missouri IDA,
Health Care Realty,
FRDN, 4.050%, due
09/06/95 1,000,000 1,000,000 -- -- 1,000,000 1,000,000
Missouri State Health &
Educational Facilities
Authority, St.
Anthony's Medical
Center, Ser. A, FRDN,
3.550%, due 09/06/95 2,900,000 2,900,000 -- -- 2,900,000 2,900,000
Washington University
Project, Ser. A, FRDN,
3.550%, due 09/06/95 3,800,000 3,800,000 -- -- 3,800,000 3,800,000
Missouri State Health &
Educational Facilities
Authority Health
Facilities SSM Health
Care Series 1988C
(Mitsubishi Bank,
Ltd.) 3.750%, due
10/24/95 -- -- 7,100,000 7,100,000 7,100,000 7,100,000
Missouri State
Industrial Development
Board, Kawasaki Motors
Mfg. Co., FRDN,
3.850%, due 09/06/95 3,600,000 3,600,000 -- -- 3,600,000 3,600,000
St. Charles County IDA,
Industrial Development
Revenue RFB Venture
Stores Project Series
1991 (Bank of Nova
Scotia) 3.650%, due
09/06/95 -- -- 2,000,000 2,000,000 2,000,000 2,000,000
------------ ----------- -----------
14,600,000 14,100,000 28,700,000
------------ ----------- -----------
</TABLE>
See notes to financial statements.
PF-30
<PAGE>
VISTA TAX FREE MONEY MARKET FUND
PORTFOLIO OF INVESTMENTS--(Continued)
August 31, 1995
(Unaudited)
<TABLE>
<CAPTION>
Vista Hanover Pro-Forma
Tax Free Vista Tax Free Hanover Combined Pro-Forma
Principal Tax Free Principal Tax Free Principal Combined
Issuer Amount Value Amount Value Amount Value
------------------------ ----------- ----------------- --------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Montana--
Montgomery County,
Montana Housing
Opportunity
Commission, Draper
Lane FRDN, 3.750%, due
09/06/95 $1,100,000 $1,100,000 $ -- $ -- $1,100,000 $1,100,000
Osage Beach Montana,
IDA, Health Care
Realty Osage, FRDN,
4.000%, due 09/30/95 1,000,000 1,000,000 -- -- 1,000,000 1,000,000
----------- ---------- -----------
2,100,000 -- 2,100,000
----------- ---------- -----------
Nevada--
Nevada State Department
of Community
Industrial
Development, Kinplex
Project, Ser. A, FRDN,
4.000%, due 09/06/95 650,000 650,000 -- -- 650,000 650,000
Master-Halco Proj. Ser.
A, FRDN, 4.000%, due
09/06/95 4,100,000 4,100,000 -- -- 4,100,000 4,100,000
----------- ---------- -----------
4,750,000 -- 4,750,000
----------- ---------- -----------
New Hampshire--
Nashua, New Hampshire,
Clocktower Project,
FRDN, 3.750%, due
09/06/95 1,500,000 1,500,000 -- -- 1,500,000 1,500,000
New Hampshire State
Business Financing
Authority Industrial
Facilities, FRDN,
3.950%, due 09/06/95 2,000,000 2,000,000 -- -- 2,000,000 2,000,000
New Hampshire State
Housing Finance
Authority,
Multifamily,
Manchester, FRDN,
3.700%, due 09/06/95 500,000 500,000 -- -- 500,000 500,000
----------- ---------- -----------
4,000,000 -- 4,000,000
----------- ---------- -----------
New Mexico--
Albuquerque City
Municipal Gross
Receipts Tax
Adjustable Tender RB
3.600%, due 09/06/95 -- -- 1,500,000 1,500,000 1,500,000 1,500,000
------------ ---------- -----------
New York--
East Meadow UFSD TANS
Series 1995 4.250%,
due 06/27/96 -- -- 6,800,000 6,832,226 6,800,000 6,832,226
Hempstead Town New York,
Ser. A, BAN, 5.250%,
due 03/01/96 3,000,000 3,009,642 -- -- 3,000,000 3,009,642
Metropolitan
Transportation
Authority of New York,
Ser. A, RAN, 5.500%,
due 12/14/95 2,500,000 2,507,517 -- -- 2,500,000 2,507,517
Nassau County, New York,
Ser. C, TAN, 5.400%,
due 09/28/95 3,000,000 3,002,547 -- -- 3,000,000 3,002,547
New York City, New York
Municipal Water
Financing Authority,
Ser. C, FRDN, 3.350%,
due 09/01/95 700,000 700,000 -- -- 700,000 700,000
</TABLE>
See notes to financial statements.
PF-31
<PAGE>
VISTA TAX FREE MONEY MARKET FUND
PORTFOLIO OF INVESTMENTS--(Continued)
August 31, 1995
(Unaudited)
<TABLE>
<CAPTION>
Vista Hanover Pro-Forma
Tax Free Vista Tax Free Hanover Combined Pro-Forma
Principal Tax Free Principal Tax Free Principal Combined
Issuer Amount Value Amount Value Amount Value
------------------------ ----------- ----------------- --------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Water & Sewer Systems,
Ser. A, FRDN, 3.600%,
due 09/01/95 $ 4,000,000 $ 4,000,000 $ -- $ -- $ 4,000,000 $ 4,000,000
New York City, New York,
Ser. A, TAN, 4.500%,
due 02/15/96 10,000,000 10,030,355 -- -- 10,000,000 10,030,355
Ser. A, RAN, 4.500%,
due 04/11/96 5,000,000 5,018,266 -- -- 5,000,000 5,018,266
Ser. B through Sub-Ser.
B-8, GO, FRDN 3.600%,
due 09/06/95 1,300,000 1,300,000 -- -- 1,300,000 1,300,000
Ser. C through Sub-Ser.
C-4, GO, FRDN 3.500%,
due 09/01/95 3,100,000 3,100,000 -- -- 3,100,000 3,100,000
Ser. E-3, GO, FRDN
3.500%, due 09/01/95 8,500,000 8,500,000 -- -- 8,500,000 8,500,000
Sub-Ser. E-2 GO, FRDN
3.450%, due 09/01/95 100,000 100,000 -- -- 100,000 100,000
Ser. F-6, GO, FRDN
3.550%, due 09/06/95 600,000 600,000 -- -- 600,000 600,000
West Islip UFSD TANS
Series 1995 4.570%,
due 06/27/96 -- -- 2,000,000 2,011,656 2,000,000 2,011,656
----------- ----------- -----------
41,868,327 8,843,882 50,712,209
----------- ----------- -----------
North Carolina--
Durham North Carolina
Water & Sewer Utility
Systems Rev., FRDN,
3.550%, due 09/06/95 1,000,000 1,000,000 -- -- 1,000,000 1,000,000
Lenoir County Industrial
Facilities and
Pollution Control
Financing Authority
IDR, Texasgulf Inc.
Project Series 1983
(Bankers Trust Co.)
4.950%, due 09/07/95 -- -- 1,400,000 1,400,000 1,400,000 1,400,000
North Carolina Eastern
Municipal Power Agency
Power System RB
(Morgan Guaranty Trust
Co. and Union Bank of
Switzerland): 3.600%,
due 09/05/95 -- -- 4,800,000 4,800,000 4,800,000 4,800,000
3.300%, due 09/06/95 -- -- 3,500,000 3,500,000 3,500,000 3,500,000
North Carolina
Industrial Facilities
& Pollution Control
Finance Authority,
Comm. Cable, Inc.,
PUT, 5.100%, due
12/01/95 530,000 530,000 -- -- 530,000 530,000
Jasper Textiles, Inc.,
PUT, 5.650%, due
12/01/95 385,000 385,000 -- -- 385,000 385,000
Nash Brick Co., PUT,
5.650%, due 12/01/95 715,000 715,000 -- -- 715,000 715,000
Scotland Container
Corp., PUT, 5.500%,
due 03/01/96 1,200,000 1,200,000 -- -- 1,200,000 1,200,000
Athol Mfg. Corp PUT,
5.550%, due 03/01/96 1,250,000 1,250,000 -- -- 1,250,000 1,250,000
University North
Carolina University.
Kenan Memorial
Stadium, FRDN, 3.450%,
due 09/06/95 3,500,000 3,500,000 -- -- 3,500,000 3,500,000
</TABLE>
See notes to financial statements.
PF-32
<PAGE>
VISTA TAX FREE MONEY MARKET FUND
PORTFOLIO OF INVESTMENTS--(Continued)
August 31, 1995
(Unaudited)
<TABLE>
<CAPTION>
Vista Hanover Pro-Forma
Tax Free Vista Tax Free Hanover Combined Pro-Forma
Principal Tax Free Principal Tax Free Principal Combined
Issuer Amount Value Amount Value Amount Value
------------------------ ----------- ----------------- --------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Wake County North
Carolina Industrial
Facilities & Pollution
Control Financing
FRDN, 3.650%, due
09/01/95 $ 900,000 $ 900,000 $ -- $ -- $ 900,000 $ 900,000
---------- ----------- -----------
9,480,000 9,700,000 19,180,000
---------- ----------- -----------
North Dakota--
Fargo North Dakota Sales
Tax, Rev., 5.000%, due
01/01/96 1,000,000 1,004,169 -- -- 1,000,000 1,004,169
---------- ----------- -----------
Ohio--
Butler County Ohio
Hospital Facilities,
Middletown Regional
Hospital Project Rev.,
8.250%, due 11/01/95 1,000,000 1,037,480 -- -- 1,000,000 1,037,480
Clermont County Ohio
Hospital Facilities
Rev., Mercy Health
Systems, Ser. B, FRDN,
3.700%, due 09/06/95 1,800,000 1,800,000 -- -- 1,800,000 1,800,000
Toledo City Services
Special Obligations
Project Series 1995
3.900%, due 06/01/96 -- -- 3,000,000 3,003,071 3,000,000 3,003,071
---------- ----------- -----------
2,837,480 3,003,071 5,840,551
---------- ----------- -----------
Oregon--
Klamath Falls City
Electric RB Salt Caves
Hydroelectric Project
Series 1986D Escrowed
to Maturity
Pre-refunded U.S.
Government Securities
Collateral -- -- 5,000,000 5,000,000 5,000,000 5,000,000
---------- ----------- -----------
Pennsylvania--
Montgomery County
(Deutsche Bank A.G.)
3.850%, due 11/16/95 -- -- 3,500,000 3,500,000 3,500,000 3,500,000
Philadelphia,
Pennsylvania Authority
for Industrial
Development FRDN,
3.850%, due 09/06/95 2,700,000 2,700,000 -- -- 2,700,000 2,700,000
Philadelphia,
Pennsylvania School
District, TRAN,
4.500%, due 06/28/96 5,000,000 5,021,805 -- -- 5,000,000 5,021,805
Philadelphia TRANS
Series 1995A 4.500%,
due 06/27/96 -- -- 4,800,000 4,820,509 4,800,000 4,820,509
---------- ----------- -----------
7,721,805 13,320,509 21,042,314
---------- ----------- -----------
South Carolina--
South Carolina Jobs,
Economic Development
Authority, Brown
Packing Co., FRDN,
3.750%, due 09/06/95 50,000 50,000 -- -- 50,000 50,000
Consolidated
Fabricators, PUT,
5.050%, due 12/01/95 1,100,000 1,100,000 -- -- 1,100,000 1,100,000
Edens 321 Partnership,
FRDN, 3.750%, due
09/06/95 50,000 50,000 -- -- 50,000 50,000
</TABLE>
See notes to financial statements.
PF-33
<PAGE>
VISTA TAX FREE MONEY MARKET FUND
PORTFOLIO OF INVESTMENTS--(Continued)
August 31, 1995
(Unaudited)
<TABLE>
<CAPTION>
Vista Hanover Pro-Forma
Tax Free Vista Tax Free Hanover Combined Pro-Forma
Principal Tax Free Principal Tax Free Principal Combined
Issuer Amount Value Amount Value Amount Value
------------------------ ----------- ----------------- --------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Florence Housing
Project, FRDN, 3.750%,
due 09/06/95 $2,300,000 $ 2,300,000 $ -- $ -- $2,300,000 $ 2,300,000
Jewish Community
Center, FRDN, 3.750%,
due 09/06/95 950,000 950,000 -- -- 950,000 950,000
Osmose Wood Preserving,
FRDN, 3.750%, due
09/06/95 85,000 85,000 -- -- 85,000 85,000
Phoenix Finishing Co.,
FRDN, 3.750%, due
09/06/95 200,000 200,000 -- -- 200,000 200,000
South Carolina State
Ports Authority, FRDN,
3.700%, due 09/06/95 1,000,000 1,000,000 -- -- 1,000,000 1,000,000
------------ ----------- -----------
5,735,000 -- 5,735,000
------------ ----------- -----------
South Dakota--
South Dakota Housing
Development Authority,
Homeownership Mortgage
PUT, 4.950%, due
12/13/95 2,000,000 2,000,000 -- -- 2,000,000 2,000,000
South Dakota State
Health & Educational,
Sioux Valley Hospital,
FRDN, 3.800%, due
09/06/95 2,900,000 2,900,000 -- -- 2,900,000 2,900,000
------------ ----------- -----------
4,900,000 -- 4,900,000
------------ ----------- -----------
Tennessee--
Carter County IDB,
Industrial Development
RB Inland Container
Corp. Project Series
1983 (Temple Inland,
Inc.) 3.950%, due
09/01/95 -- -- 3,000,000 3,000,000 3,000,000 3,000,000
Franklin, Tennessee
Health & Education,
Facilities Board
Industrial Development
FRDN, 4.000%, due
09/06/95 1,065,000 1,065,000 -- -- 1,065,000 1,065,000
McMinn County Tennessee
IRB, Thomas & Betts
Corp. Project, FRDN,
3.875%, due 09/06/95 2,400,000 2,400,000 -- -- 2,400,000 2,400,000
Shelby County Tennessee
Health Educational &
Housing Facilities
Board Rev., 3.700%,
due 09/06/95 6,155,000 6,155,000 -- -- 6,155,000 6,155,000
Shelby County Health
Educational and
Housing Facility Board
Multifamily Housing
Revenue RFB Wyndridge
II Apartments Project
Series 1994 (Credit
Suisse) 3.600%, due
09/06/95 -- -- 7,635,000 7,635,000 7,635,000 7,635,000
Tullahoma Tennessee IDA
Board, Rock Tennessee
Converting, FRDN,
3.900%, due 09/06/95 4,000,000 4,000,000 -- -- 4,000,000 4,000,000
------------ ----------- -----------
13,620,000 10,635,000 24,255,000
------------ ----------- ------------
</TABLE>
See notes to financial statements.
PF-34
<PAGE>
VISTA TAX FREE MONEY MARKET FUND
PORTFOLIO OF INVESTMENTS--(Continued)
August 31, 1995
(Unaudited)
<TABLE>
<CAPTION>
Vista Hanover Pro-Forma
Tax Free Vista Tax Free Hanover Combined Pro-Forma
Principal Tax Free Principal Tax Free Principal Combined
Issuer Amount Value Amount Value Amount Value
------------------------ ----------- ----------------- --------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Texas--
Abilene Texas Health
Facilities Development
Corp., Hendrick
Medical Center Rev.,
4.400%, due 09/01/95 $ 755,000 $ 755,000 $ -- $ -- $ 755,000 $ 755,000
Angelina & Neches River
Authority, Texas Solid
Waste Disposal, Temple
Eastex CP, 3.950%, due
11/15/95 10,000,000 10,000,000 -- -- 10,000,000 10,000,000
Austin City Combined
Utility Systems
Revenue RFB Refunded
Balance Pre-refunded
U.S. Government
Securities Collateral
10.250%, due 11/15/95 -- -- 3,630,000 3,745,060 3,630,000 3,745,060
Bell County Texas, IDA,
Franklin Industries,
FRDN, 3.650%, due
09/06/95 2,500,000 2,500,000 -- -- 2,500,000 2,500,000
Brazos River PCR,
Monsanto Co. Project
Series 1990 (Monsanto
Co.) 3.550%, due
09/06/95 -- -- 1,100,000 1,100,000 1,100,000 1,100,000
Calhoun County
Navigation IDA PCR,
Aluminum Co. of
America Project
3.750%, due 09/06/95 -- -- 2,575,000 2,575,000 2,575,000 2,575,000
Corsicana, Texas IDA,
Kent Paper Co., FRDN,
3.700%, due 09/06/95 1,500,000 1,500,000 -- -- 1,500,000 1,500,000
Dallas Texas Waterworks
& Sewer Improvements,
Ser. A, Rev., 7.000%,
due 10/01/95 885,000 887,585 -- -- 885,000 887,585
Greater East Texas
Higher Education
Project Series 1992A
(SLMA) 3.650%, due
09/07/95 -- -- 2,000,000 2,000,000 2,000,000 2,000,000
Guadalupe-Blanco River
Authority IDC, IDR RFB
The BOC Group, Inc.
Project 3.750%, due
09/07/95 -- -- 3,000,000 3,000,000 3,000,000 3,000,000
Harris County, Texas
Health Facilities
Development Corp. Rev.
FRDN, 3.600%, due
09/06/95 2,900,000 2,900,000 -- -- 2,900,000 2,900,000
Harris County, Texas,
Housing Finance
Authority, PUT,
4.200%, due 10/01/95 2,000,000 2,000,000 -- -- 2,000,000 2,000,000
Houston Texas Airports,
CP, 3.850%, due
09/06/95 3,000,000 3,000,000 -- -- 3,000,000 3,000,000
Houston Texas Hotel
Occupancy, Houston
Hotel, Senior Lien,
Rev., 5.000%, due
07/01/96 500,000 504,432 -- -- 500,000 504,432
Lone Star Texas Air,
Improvement Authority,
American Airlines, CP,
3.750%, due 09/12/95 6,600,000 6,600,000 -- -- 6,600,000 6,600,000
Plano Texas Health
Facilities, Childrens
& Presbyterian
Hospital, CP, 3.300%,
due 10/11/95 1,100,000 1,100,000 -- -- 1,100,000 1,100,000
</TABLE>
See notes to financial statements.
PF-35
<PAGE>
VISTA TAX FREE MONEY MARKET FUND
PORTFOLIO OF INVESTMENTS--(Continued)
August 31, 1995
(Unaudited)
<TABLE>
<CAPTION>
Vista Hanover Pro-Forma
Tax Free Vista Tax Free Hanover Combined Pro-Forma
Principal Tax Free Principal Tax Free Principal Combined
Issuer Amount Value Amount Value Amount Value
------------------------ ----------- ----------------- --------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Port of Corpus Christi
IDC, IDR RFB Lantana
Corp. Project Series
1992 3.650%, due
09/07/95 $ -- $ -- $3,085,000 $ 3,085,000 $3,085,000 $ 3,085,000
Red River Authority PCR,
RFB Southwestern
Public Service Co.
Project Series 1991
ARTS (SPA- Union Bank
of Switzerland)
3.450%, due 09/07/95 -- -- 5,300,000 5,300,000 5,300,000 5,300,000
San Antonio City Higher
Education Authority,
Inc. Educational
Facilities UTSA Phase
I Dormitory Project
Series 1985 (Lloyds
Bank PLC) 3.750%, due
09/01/95 -- -- 3,085,000 3,085,000 3,085,000 3,085,000
Shenandoah City HFDC,
Hospital RB Southwood
Ltd. Project I Series
1984 4.104%,
due 09/07/95 -- -- 4,300,000 4,300,000 4,300,000 4,300,000
Texas Small Business
Industrial Development
Corp., Texas Public
Facilities FRDN,
3.600%, due 09/06/95 7,500,000 7,500,000 -- -- 7,500,000 7,500,000
Texas State, Ser. A,
TRAN, 4.750%, due
08/30/96 5,000,000 5,034,500 -- -- 5,000,000 5,034,500
Texas State TRANS Series
1995A 4.750%, due
08/30/96 -- -- 5,000,000 5,031,936 5,000,000 5,031,936
----------- ----------- -----------
44,281,517 33,221,996 77,503,513
----------- ----------- -----------
Utah--
Davis County School
District TANS
Series 1995 4.250%,
due 06/28/96 -- -- 3,000,000 3,009,226 3,000,000 3,009,226
Emery County Utah PCR
Rev., Pacificorp
Proj., CP, 3.100%, due
09/13/95 3,000,000 3,000,000 -- -- 3,000,000 3,000,000
Intermountain Power
Agency Utah Power
Supply Revenue RB
Series 1985E 3.150%,
due 09/15/95 -- -- 2,500,000 2,500,000 2,500,000 2,500,000
Series 1985F 4.150%,
due 09/15/95 -- -- 1,250,000 1,250,000 1,250,000 1,250,000
Ogden, Utah Industrial
Development, Boyer
McKay Dee, FRDN,
3.850%, due 09/06/95 355,000 355,000 -- -- 355,000 355,000
Salt Lake City Utah,
Pooled Hospital
Financing Program, CP,
3.700%, due 11/21/95 5,000,000 5,000,000 -- -- 5,000,000 5,000,000
Salt Lake County HFA,
Elderly Housing
Revenue RB Sandy
Retirement Center
3.750%, due 09/07/95 -- -- 4,900,000 4,900,000 4,900,000 4,900,000
</TABLE>
See notes to financial statements.
PF-36
<PAGE>
VISTA TAX FREE MONEY MARKET FUND
PORTFOLIO OF INVESTMENTS--(Continued)
August 31, 1995
(Unaudited)
<TABLE>
<CAPTION>
Vista Hanover Pro-Forma
Tax Free Vista Tax Free Hanover Combined Pro-Forma
Principal Tax Free Principal Tax Free Principal Combined
Issuer Amount Value Amount Value Amount Value
------------------------ ----------- ----------------- --------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Tooele County, Utah
Hazardous Waste
Treatment,
Westinghouse Electric
Project, Ser. A, CP,
3.950%, due 10/17/95 $5,800,000 $ 5,800,000 $ -- $ -- $5,800,000 $ 5,800,000
Union Pacific, USPCI
Project A, CP, 4.150%,
due 11/15/95 3,600,000 3,600,000 -- -- 3,600,000 3,600,000
--------------- ----------- -----------
17,755,000 11,659,226 29,414,226
--------------- ----------- -----------
Vermont--
Vermont State Student
Assistance
Corp., FRDN, 3.700%,
due 09/06/95 800,000 800,000 -- -- 800,000 800,000
--------------- ----------- -----------
Virginia--
Fairfax County, Virginia
IDA, Fairfax Hospital,
FRDN, 3.650%, due
09/06/95 1,000,000 1,000,000 -- -- 1,000,000 1,000,000
Prince William County
Virginia Lease
Partnership
Certificates, COP,
4.000%, due 12/01/95 400,000 400,269 -- -- 400,000 400,269
--------------- ----------- -----------
1,400,269 -- 1,400,269
--------------- ----------- -----------
Washington--
Port Kalama, Washington
Public Corporation,
Conagra, Inc., FRDN,
3.450%, due 09/06/95 1,400,000 1,400,000 -- -- 1,400,000 1,400,000
Seattle Washington
Municipal Light &
Power, Ser. B, CP,
3.250%, due 09/05/95 4,000,000 4,000,000 -- -- 4,000,000 4,000,000
Tacoma Washington
Electric Systems Rev.,
6.750%, due 01/01/96 1,000,000 1,010,230 -- -- 1,000,000 1,010,230
--------------- ----------- -----------
6,410,230 -- 6,410,230
--------------- ----------- -----------
West Virginia--
Marion County, West
Virginia County
Community Solid Waste
Disposal Facility
FRDN, 3.800%, due
09/06/95 1,300,000 1,300,000 -- -- 1,300,000 1,300,000
West Virginia Public
Energy, Morgantown
Association Project,
FRDN, 3.200%, due
09/13/95 2,000,000 2,000,000 -- -- 2,000,000 2,000,000
--------------- ----------- -----------
3,300,000 -- 3,300,000
--------------- ----------- -----------
Wisconsin--
Alma Wisconsin Pollution
Control, Dairyland
Power Corp., FRDN,
3.800%, due 09/06/95 5,600,000 5,600,000 -- -- 5,600,000 5,600,000
Grand Chute, Wisconsin
Industrial Revenue,
Kent Paper Co., FRDN,
3.700%, due 09/06/95 1,440,000 1,440,000 -- -- 1,440,000 1,440,000
</TABLE>
See notes to financial statements.
PF-37
<PAGE>
VISTA TAX FREE MONEY MARKET FUND
PORTFOLIO OF INVESTMENTS--(Continued)
August 31, 1995
(Unaudited)
<TABLE>
<CAPTION>
Vista Hanover Pro-Forma
Tax Free Vista Tax Free Hanover Combined Pro-Forma
Principal Tax Free Principal Tax Free Principal Combined
Issuer Amount Value Amount Value Amount Value
------------------------ ----------- ----------------- --------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Lacrosse, Industrial
Development, Dairyland
Power Coop Project,
FRDN, 3.800%, due
09/06/95 $1,900,000 $ 1,900,000 $ -- $ -- $ 1,900,000 $ 1,900,000
Menomonee Falls
Wisconsin IDA, Butler
Paper Co. Project,
Rev., 3.650%, due
09/06/95 2,000,000 2,000,000 -- -- 2,000,000 2,000,000
Milwaukee Revenue School
Order Notes Series
1995B 4.500%, due
08/22/96 -- -- 6,000,000 6,028,288 6,000,000 6,028,288
Milwaukee Wisconsin,
Housing Authority,
Yankee Hill
Apartments, FRDN,
3.550%, due 09/06/95 1,500,000 1,500,000 -- -- 1,500,000 1,500,000
Wisconsin State Health &
Educational Updates,
Alexian Village
Milwaukee Inc., CP,
3.850%, due 11/21/95 2,500,000 2,500,000 -- -- 2,500,000 2,500,000
Wisconsin State
Operating Notes, GO,
4.500%, due 06/17/96 3,800,000 3,820,720 -- -- 3,800,000 3,820,720
--------------- ----------- -----------
18,760,720 6,028,288 24,789,008
--------------- ----------- -----------
Wyoming--
Rock Springs, Wyoming
Industrial
Development, Safeway,
Inc. Project, PUT,
3.850%, due 03/01/96 2,475,000 2,475,000 -- -- 2,475,000 2,475,000
PUT, 4.500%, due
09/01/95 2,475,000 2,475,000 -- -- 2,475,000 2,475,000
Sweetwater County
Wyoming, Environmental
Improvement, Pacific
Corp. CP, 3.650%, due
10/03/95 1,480,000 1,480,000 -- -- 1,480,000 1,480,000
Green River City PCR, RB
Texasgulf Project
Series 1984 2.900%,
due 09/07/95 -- -- 1,800,000 1,800,000 1,800,000 1,800,000
--------------- ----------- -----------
6,430,000 1,800,000 8,230,000
--------------- ----------- -----------
Mutual Funds: Aim Tax
Free Inv. Tr. -- -- 12,596,000 12,596,000 12,596,000 12,596,000
--------------- ----------- -----------
Total Investments $435,412,477 $323,661,817 $759,074,294
=============== =========== ===========
</TABLE>
BAN = Bond Anticipation Note
COP = Certificate of Participation
CP = Commercial Paper
GO = General Obligation
IDA = Industrial Development Authority
PCR = Pollution Control Revenue
RAN = Revenue Anticipation Note
Rev. = Revenue Bond
TAN = Tax Anticipation Note
TRAN = Tax and Revenue Anticipation Note
FRDN = Floating Rate Demand Notes: The maturity date shown is the next
interest reset date; the rate shown is the rate in effect
at August 31, 1995.
See notes to financial statements.
PF-38
<PAGE>
VISTA TAX FREE MONEY MARKET FUND
PRO FORMA STATEMENT OF ASSETS AND LIABILITIES
8/31/95
(Unaudited)
<TABLE>
<CAPTION>
Vista Hanover Pro-Forma Pro-Forma
Tax Free MMF Tax Free MMF Adjustments Combined
--------------- --------------- -------------- ---------------
<S> <C> <C> <C> <C>
ASSETS:
Investment securities, at value $435,412,477 $323,661,817 $ 0 $759,074,294
Cash 46,802 5,369,091 0 5,415,893
Receivables
Interest 2,792,413 2,014,870 0 4,807,283
Shares of beneficial interest sold 418,787 0 0 418,787
Other assets 0 125 0 125
------------- ------------- ------------ -------------
Total assets 438,670,479 331,045,903 0 769,716,382
------------- ------------- ------------ -------------
LIABILITIES:
Payable for investment securities purchased 13,611,812 5,032,550 0 18,644,362
Dividends payable 787,678 880,953 0 1,668,631
Accrued liabilities:
Administration fee 19,106 15,643 0 34,749
Advisory fee 38,214 34,700 0 72,914
Professional fee 0 (17,964) 0 (17,964)
Trustee fee 0 (789) 0 (789)
Printing fee 0 4,253 0 4,253
Transfer payable 0 1,612 0 1,612
Registration fee payable 0 19,270 0 19,270
Custodian fees 72,592 45,465 0 118,057
Distribution fee 42,171 0 0 42,171
Fund servicing fees 14,550 11,872 0 26,422
Shareholder servicing fees 57,288 101,207 0 158,495
Sub-administration fee 19,107 8,675 0 27,782
Other 163,249 3,190 0 166,439
------------- ------------- ------------ -------------
Total liabilities 14,825,767 6,140,637 0 20,966,404
------------- ------------- ------------ -------------
NET ASSETS
Paid in capital 423,878,995 325,010,058 0 748,889,053
Accumulated undistributed net investment income 7,496 0 0 7,496
Accumulated undistributed net realized gain
(loss) on investment transactions (41,779) (104,792) 0 (146,571)
------------- ------------- ------------ -------------
Net assets 423,844,712 $324,905,266 $ 0 $748,749,978
============= ============= ============ =============
Net assets by class
Vista $166,930,012 $324,905,266 $ 0 $491,835,278
------------- ------------- ------------ -------------
Premier 148,419,574 0 0 148,419,574
------------- ------------- ------------ -------------
Institutional 108,495,126 0 0 108,495,126
------------- ------------- ------------ -------------
Total combined net assets by class $423,844,712 $324,905,266 $ 0 $748,749,978
============= ============= ============ =============
Shares of beneficial interest outstanding (no
par value; unlimited number of shares
authorized):
Vista Shares 166,943,238 325,010,058 0 491,953,296
============= ============= ============ =============
Premier Shares 148,431,333 0 0 148,431,333
============= ============= ============ =============
Institutional Shares 108,503,722 0 0 108,503,722
============= ============= ============ =============
Net asset value, offering and redemption price
per share, Vista, Premier and Institutional
(net assets/shares outstanding) $ 1.00 $ 1.00 $0.00 $ 1.00
============= ============= ============ =============
Cost of Investments $435,412,477 $323,661,817 $ 0 $759,074,294
============= ============= ============ =============
</TABLE>
See notes to financial statements.
PF-39
<PAGE>
VISTA TAX FREE MONEY MARKET FUND
PRO FORMA STATEMENT OF OPERATIONS
For the year ended 8/31/95
(Unaudited)
<TABLE>
<CAPTION>
Vista Hanover Pro-Forma Pro-Forma
Tax Free MMF Tax Free MMF Adjustments Combined
------------- ------------- -------------- --------------
<S> <C> <C> <C> <C>
INTEREST INCOME $16,692,909 $13,037,751 $ 0 $29,730,660
----------- ----------- ------------ ------------
EXPENSES
Distribution fees
Vista Shares 293,807 0 178,002(1),(3) 471,809
Premier Shares 258,709 0 (258,709)(3) 0
Institutional Shares 0 0 0 0
Fund Servicing fees
Vista Shares 146,903 32,342 (179,245)(2) 0
Premier Shares 172,473 0 (172,473)(2) 0
Institutional Shares 0 0 0 0
Shareholder Servicing fees
Vista Shares 367,259 1,208,546 75,526 (1),(3) 1,651,331
Premier Shares 344,945 0 86,236 (3) 431,181
Institutional Shares 0 0 0 0
Administration fees 220,141 150,835 11,618 (1) 382,594
Advisory fees 440,282 517,948 (193,043)(1) 765,187
Sub-Administration fees 220,141 103,589 58,864 (1) 382,594
Professional fees 69,285 19,283 (19,283)(6) 69,285
Custodian fees 250,141 48,126 (112,080)(4) 186,187
Printing and postage 15,002 7,687 0 22,689
Registration costs 77,642 92,143 0 169,785
Transfer agent fees
Vista Shares 60,063 16,883 13,720 (5) 90,666
Premier Shares 54,344 0 (11,544) (5) 42,800
Institutional Shares 44,721 0 (18,039) (5) 26,682
Trustee fees 24,959 4,923 7,449 (7) 37,331
Amortization of organizational costs 0 21,495 (21,495) (6) 0
Other 182,303 16,890 0 199,193
----------- ----------- ------------ ------------
Total expenses 3,243,120 2,240,690 (554,497) 4,929,313
----------- ----------- ------------ ------------
Less amounts waived by the Administrator,
Shareholder Servicing Agents, Adviser and
Distributor (602,795) (103,589) 17,815 (8) (688,569)
Less expenses borne by Distributor (10,639) 0 10,639 (8) 0
----------- ----------- ------------ ------------
Net expenses 2,629,686 2,137,101 (526,043) 4,240,744
----------- ----------- ------------ ------------
Net investment income 14,063,223 10,900,650 526,043 25,489,916
----------- ----------- ------------ ------------
REALIZED AND UNREALIZED GAIN/(LOSS) ON
INVESTMENTS
Realized gain (loss) on investment transactions (31,361) (95,628) 0 (126,989)
----------- ----------- ------------ ------------
Net increase in net assets from operations $14,031,862 $10,805,022 $ 526,043 $25,362,927
=========== =========== ============ ============
</TABLE>
See notes to financial statements.
PF-40
<PAGE>
VISTA NY TAX FREE MONEY MARKET FUND
PORTFOLIO OF INVESTMENTS
August 31, 1995
(Unaudited)
<TABLE>
<CAPTION>
Vista Hanover
NY Tax Vista NY Tax Hanover Pro-Forma Pro-Forma
Free NY Tax Free Free NY Tax Free Combined Combined
Issuer Principal Value Principal Value Principal Value
- ------------------------------------ ---------- ------------ ---------- ------------ ---------- --------------
<S> <C> <C> <C> <C> <C> <C>
Bond Anticipation Notes--
Brockport CSD BANS 4.250%, due
06/27/96 $ -- $ -- $4,000,000 $ 4,015,308 $4,000,000 $ 4,015,308
Broome County New York, 4.750%, due
04/19/96 5,000,000 5,012,089 -- -- 5,000,000 5,012,089
Hempstead Town New York, Ser. A,
5.250%, due 03/01/96 3,000,000 3,009,221 3,500,000 3,510,594 6,500,000 6,519,815
Hempstead Town New York, Ser. A,
5.500%, due 03/01/96 -- -- 500,000 502,105 500,000 502,105
Nassau County New York,
Ser. B, 5.250%, due 11/15/95 2,000,000 2,006,345 -- -- 2,000,000 2,006,345
Ser. E, 4.250%, due 03/15/96 -- -- 1,570,000 1,575,286 1,570,000 1,575,286
Ser. F, 4.500%, due 03/15/96 5,000,000 5,013,116 -- -- 5,000,000 5,013,116
Oyster Bay BANS 4.000%, due 07/12/96 -- -- 4,000,000 4,011,564 4,000,000 4,011,564
Rochester, New York, Ser. I, 5.250%,
due 03/12/96 3,000,000 3,011,708 -- -- 3,000,000 3,011,708
---------- ---------- ------------
Total Bond Anticipation Notes 18,052,479 13,614,857 31,667,336
---------- ---------- ------------
General Obligations--
Nassau County New York, Ser. P,
6.300%, due 11/01/95 3,000,000 3,009,705 -- -- 3,000,000 3,009,705
---------- ---------- ------------
Total General Obligations 3,009,705 -- 3,009,705
---------- ---------- ------------
Total Government Backed Securities--
MTA Series F Pre-Funded U.S. Gov't
Securities 8.375%,
due 07/01/96 -- -- 3,000,000 3,171,660 3,000,000 3,171,660
NYC Municipal Assistance Corp.
Series 56 Pre-Funded 8.100%, due
07/01/96 -- -- 500,000 527,840 500,000 527,840
NYS Urban Development Correctional
Facility Series A Pre-Funded
9.200%,
due 01/01/96 -- -- 250,000 258,856 250,000 258,856
United Nations Development Corp.
Revenue Phase 2&3 7.875%, due
07/01/96 -- -- 1,300,000 1,369,038 1,300,000 1,369,038
---------- ---------- ------------
Total Government Backed Securities -- 5,327,394 5,327,394
---------- ---------- ------------
Revenue Anticipation Notes--
Central Square New York, Central
School District, 4.000%, due
11/15/95 2,500,000 2,501,749 -- -- 2,500,000 2,501,749
Metropolitan Transportation
Authority of New York, Ser. A,
5.500%, due 12/14/95 2,500,000 2,507,517 -- -- 2,500,000 2,507,517
</TABLE>
See notes to financial statements.
PF-41
<PAGE>
VISTA NY TAX FREE MONEY MARKET FUND
PORTFOLIO OF INVESTMENTS--(Continued)
August 31, 1995
(Unaudited)
<TABLE>
<CAPTION>
Vista Hanover
NY Tax Vista NY Tax Hanover Pro-Forma Pro-Forma
Free NY Tax Free Free NY Tax Free Combined Combined
Issuer Principal Value Principal Value Principal Value
- ------------------------------------ ---------- ------------ ---------- ------------ ---------- --------------
<S> <C> <C> <C> <C> <C> <C>
Nassau County New York,
Ser. A, 4.250%, due 12/28/95 $4,000,000 $ 4,008,214 $ -- $ -- $ 4,000,000 $ 4,008,214
Ser. B, 4.250%, due 03/15/96 5,000,000 5,013,054 -- -- 5,000,000 5,013,054
RANS 4.250%, due 06/27/96 -- -- 2,000,000 2,007,638 2,000,000 2,007,638
New York City, New York, Ser. A,
4.500%, due 04/11/96 5,000,000 5,021,375 -- -- 5,000,000 5,021,375
---------- ---------- ------------
Total Revenue Anticipation Notes 19,051,909 2,007,638 21,059,547
---------- ---------- ------------
Revenue Bonds--
City of Hudson, New York IDA, Emsig
Project, PUT 5.200%, due 12/15/95 1,050,000 1,050,000 -- -- 1,050,000 1,050,000
New York State Dormitory Authority
Rev., St. Vincents Hospital
4.000%, due 02/01/96 1,645,000 1,647,637 -- -- 1,645,000 1,647,637
New York State ERDA, PCR:
New York State Electric and Gas
Corp. RB: 4.650%, due 03/15/96 -- -- 1,500,000 1,500,000 1,500,000 1,500,000
(Morgan Guaranty Trust Co.)
4.650%, due 03/15/96 -- -- 1,000,000 1,000,000 1,000,000 1,000,000
Series D (Union Bank of
Switzerland) 4.600%, due 12/01/96 -- -- 2,500,000 2,500,000 2,500,000 2,500,000
LILCO Project Series B (Deutsche
Bank A.G.) NYS Research and Energy
Authority 4.700%, due 03/01/96 1,250,000 1,250,000 -- -- 1,250,000 1,250,000
NYS Housing Finance Agency RFB
University Construction Series
7.000%, due 05/01/96 -- -- 200,000 203,722 200,000 203,722
New York State Medical Care
Facilities Financing Agency, Beth
Israel Medical Center, Ser. A,
7.000%, due 11/01/95 1,025,000 1,030,213 -- -- 1,025,000 1,030,213
Israel Medical Center Project, Ser.
A, 4.000%, due 11/01/95 1,000,000 1,000,140 -- -- 1,000,000 1,000,140
New York State Power Authority, Rev.
& General Purpose, PUT 4.400%, due
09/01/95 9,300,000 9,300,000 7,000,000 7,000,000 16,300,000 16,300,000
Triborough Bridge and Tunnel
Authority, Ser. H, PUT 8.375%, due
01/01/96 3,400,000 3,520,061 -- -- 3,400,000 3,520,061
---------- ---------- ------------
Total Revenue Bonds 18,798,051 12,203,722 31,001,773
---------- ---------- ------------
Tax Anticipation Notes--
Bedford New York Central School
District, 3.750%, due 11/16/95 1,500,000 1,500,763 -- -- 1,500,000 1,500,763
Clarence CSD TANS 4.000%, due
06/28/96 -- -- 2,000,000 2,004,648 2,000,000 2,004,648
Deer Park New York Unified Free
School District, 4.250%, due
06/27/96 5,000,000 5,018,061 -- -- 5,000,000 5,018,061
</TABLE>
See notes to financial statements.
PF-42
<PAGE>
VISTA NY TAX FREE MONEY MARKET FUND
PORTFOLIO OF INVESTMENTS--(Continued)
August 31, 1995
(Unaudited)
<TABLE>
<CAPTION>
Vista Hanover
NY Tax Vista NY Tax Hanover Pro-Forma Pro-Forma
Free NY Tax Free Free NY Tax Free Combined Combined
Issuer Principal Value Principal Value Principal Value
- ------------------------------------ ---------- ------------ ---------- ------------ ---------- --------------
<S> <C> <C> <C> <C> <C> <C>
East Islip New York Unified Free
School District, 4.500%, due
06/28/96 $ 3,000,000 $ 3,014,251 $ -- $ -- $ 3,000,000 $ 3,014,251
East Meadow UFSD TANS 4.250%, due
06/27/96 -- -- 2,000,000 2,009,316 2,000,000 2,009,316
Edgemont New York Unified Free
School District, Greenburgh,
4.000%, due 11/30/95 1,000,000 1,000,726 -- -- 1,000,000 1,000,726
Greece CSD Monroe County TANS
4.000%, due 06/28/96 -- -- 3,000,000 3,004,613 3,000,000 3,004,613
Harborfields Central School
District, New York, 4.250%, due
06/27/96 1,550,000 1,551,659 -- -- 1,550,000 1,551,659
Katonah-Lewisboro New York Union
Free School District, 3.750%, due
10/19/95 5,000,000 5,001,600 -- -- 5,000,000 5,001,600
Longwood Central School District at
Middle Island New York, 4.500%,
due 06/26/96 3,000,000 3,010,601 -- -- 3,000,000 3,010,601
Merrick UFSD TANS 4.250%, due
06/26/96 -- -- 1,000,000 1,004,378 1,000,000 1,004,378
Nassau County, New York, Ser. C,
5.400%, due 09/28/95 2,635,000 2,636,913 -- -- 2,635,000 2,636,913
New York City, New York Ser. A,
4.500%, due 02/15/96 10,000,000 10,033,012 -- -- 10,000,000 10,033,012
Ossining New York Union Free School
District, 4.000%, due 09/29/95 1,700,000 1,700,635 -- -- 1,700,000 1,700,635
Port Washington UFSD TANS 4.250%,
due 06/13/96 -- -- 2,000,000 2,008,668 2,000,000 2,008,668
Saint Lawrence County New York,
4.750%, due 10/20/95 2,700,000 2,701,201 -- -- 2,700,000 2,701,201
Scarsdale UFSD TANS 4.000%, due
06/13/96 -- -- 3,000,000 3,009,307 3,000,000 3,009,307
South Huntington UFSD TANS 4.500%,
due 06/28/96 -- -- 2,000,000 2,009,338 2,000,000 2,009,338
Southhampton County of Suffolk UFSD
TANS 4.500%, due 06/28/96 -- -- 4,350,000 4,372,011 4,350,000 4,372,011
Suffolk County New York, Ser. II,
4.500%, due 09/14/95 3,275,000 3,275,534 -- -- 3,275,000 3,275,534
Three Village CSD TANS 4.250%, due
06/28/96 -- -- 1,600,000 1,610,103 1,600,000 1,610,103
Town of Hempstead UFSD 4.500%, due
06/28/96 -- -- 2,000,000 2,010,978 2,000,000 2,010,978
Ulster County New York, 5.500%, due
03/28/96 5,000,000 5,008,680 -- -- 5,000,000 5,008,680
Westchester County New York, 5.000%,
due 12/14/95 2,000,000 2,002,757 -- -- 2,000,000 2,002,757
---------- ---------- ------------
Total Tax Anticipation Notes 47,456,393 23,043,360 70,499,753
---------- ---------- -------------
</TABLE>
See notes to financial statements.
PF-43
<PAGE>
VISTA NY TAX FREE MONEY MARKET FUND
PORTFOLIO OF INVESTMENTS--(Continued)
August 31, 1995
(Unaudited)
<TABLE>
<CAPTION>
Vista Hanover
NY Tax Vista NY Tax Hanover Pro-Forma Pro-Forma
Free NY Tax Free Free NY Tax Free Combined Combined
Issuer Principal Value Principal Value Principal Value
- ------------------------------------ ---------- ------------ ---------- ------------ ---------- --------------
<S> <C> <C> <C> <C> <C> <C>
Commercial Paper--
City of New York Water Authority:
3.800%, due 09/19/95 $ -- $ -- $3,000,000 $3,000,000 $ 3,000,000 $ 3,000,000
3.850%, due 10/26/95 -- -- 1,800,000 1,800,000 1,800,000 1,800,000
3.550%, due 11/15/95 -- -- 1,000,000 1,000,000 1,000,000 1,000,000
3.750%, due 11/15/95 -- -- 2,000,000 2,000,000 2,000,000 2,000,000
3.750%, due 11/16/95 -- -- 2,000,000 2,000,000 2,000,000 2,000,000
3.550%, due 09/08/95 9,300,000 9,300,000 -- -- 9,300,000 9,300,000
3.100%, due 09/15/95 3,200,000 3,200,000 -- -- 3,200,000 3,200,000
3.100%, due 09/15/95 1,500,000 1,500,000 -- -- 1,500,000 1,500,000
City of New York,
3.450%, due 09/06/95 2,100,000 2,100,000 -- -- 2,100,000 2,100,000
4.150%, due 10/02/95 10,500,000 10,500,000 -- -- 10,500,000 10,500,000
3.700%, due 10/03/95 2,000,000 2,000,000 -- -- 2,000,000 2,000,000
3.800%, due 09/06/95 2,200,000 2,200,000 -- -- 2,200,000 2,200,000
3.750%, due 03/14/96 4,700,000 4,700,000 -- -- 4,700,000 4,700,000
NYC UTGO Fiscal 1994H
Subseries H-3
4.150%, due 10/03/95 -- -- 2,200,000 2,200,000 2,200,000 2,200,000
3.700%, due 10/04/95 -- -- 1,000,000 1,000,000 1,000,000 1,000,000
3.850%, due 10/27/95 -- -- 2,000,000 2,000,000 2,000,000 2,000,000
3.650%, due 11/17/95 -- -- 1,000,000 1,000,000 1,000,000 1,000,000
3.750%, due 11/20/95 -- -- 1,000,000 1,000,000 1,000,000 1,000,000
3.550%, due 11/27/95 -- -- 2,800,000 2,800,000 2,800,000 2,800,000
3.750%, due 12/07/95 -- -- 2,000,000 2,000,000 2,000,000 2,000,000
New York State Dormitory Authority,
Columbia University, 3.650%, due
11/17/95 3,000,000 3,000,000 -- -- 3,000,000 3,000,000
Memorial Sloan Kettering, Ser. A,
3.650%, due 11/17/95 4,700,000 4,700,000 -- -- 4,700,000 4,700,000
New York State Environmental
Facilities Corp. Solid Waste
Disposal GE Corp.
3.600%, due 09/07/95 4,100,000 4,100,000 -- -- 4,100,000 4,100,000
3.550%, due 10/16/95 -- -- 2,300,000 2,300,000 2,300,000 2,300,000
3.550%, due 10/17/95 -- -- 2,150,000 2,150,000 2,150,000 2,150,000
3.600%, due 10/24/95 -- -- 2,500,000 2,500,000 2,500,000 2,500,000
3.700%, due 11/10/95 -- -- 2,750,000 2,750,000 2,750,000 2,750,000
3.550%, due 11/21/95 1,200,000 1,200,000 -- -- 1,200,000 1,200,000
New York State, BAN,
Series Q 3.650%, due 09/06/95 -- -- 1,350,000 1,350,000 1,350,000 1,350,000
Series R 3.650%, due 09/06/95 -- -- 2,000,000 2,000,000 2,000,000 2,000,000
Series P 3.750%, due 09/07/95 -- -- 2,000,000 2,000,000 2,000,000 2,000,000
3.500%, due 09/13/95 -- -- 1,650,000 1,650,000 1,650,000 1,650,000
3.800%, due 10/02/95 5,000,000 5,000,000 -- -- 5,000,000 5,000,000
3.650%, due 10/02/95 4,300,000 4,300,000 -- -- 4,300,000 4,300,000
3.700%, due 10/02/95 8,000,000 8,000,000 -- -- 8,000,000 8,000,000
3.850%, due 10/05/95 -- -- 2,000,000 2,000,000 2,000,000 2,000,000
Series Q 3.550%, due 10/26/95 -- -- 2,200,000 2,200,000 2,200,000 2,200,000
</TABLE>
See notes to financial statements.
PF-44
<PAGE>
VISTA NY TAX FREE MONEY MARKET FUND
PORTFOLIO OF INVESTMENTS--(Continued)
August 31, 1995
(Unaudited)
<TABLE>
<CAPTION>
Vista Hanover
NY Tax Vista NY Tax Hanover Pro-Forma Pro-Forma
Free NY Tax Free Free NY Tax Free Combined Combined
Issuer Principal Value Principal Value Principal Value
- ------------------------------------ ---------- ------------ ---------- ------------ ---------- --------------
<S> <C> <C> <C> <C> <C> <C>
Series Q 3.600%, due 10/26/95 $ -- $ -- $2,000,000 $ 2,000,000 $2,000,000 $ 2,000,000
Series R 3.800%, due 11/16/95 -- -- 3,100,000 3,100,000 3,100,000 3,100,000
---------- ---------- ------------
Total Commercial Paper 65,800,000 47,800,000 113,600,000
---------- ---------- ------------
Floating Rate Demand Notes--
Babylon GO Series 1994B
(AMBAC/SPA-Bank of Nova Scotia)
3.200%, due 09/06/95 -- -- 500,000 500,000 500,000 500,000
Babylon New York IDA, General
Microwave Corp., 3.350%, due
09/06/95 600,000 600,000 -- -- 600,000 600,000
J. D'Addario & Co. Project, 3.550%,
due 09/06/95 1,000,000 1,000,000 -- -- 1,000,000 1,000,000
Napco Security Systems, Inc.,
3.400%, due 09/01/95 700,000 700,000 -- -- 700,000 700,000
Broome County New York IDA,
Binghamton Realty Project, 3.650%,
due 09/06/95 950,000 950,000 -- -- 950,000 950,000
Cortland County New York IDA,
Saulsbury Fire Equipment Corp.,
3.800%, due 09/06/95 1,285,000 1,285,000 -- -- 1,285,000 1,285,000
Duchess County IDA, MR Associates,
3.750%, due 09/06/95 2,000,000 2,000,000 -- -- 2,000,000 2,000,000
Electric and Gas Series 1994D
3.000%, due 09/07/95 -- -- 4,300,000 4,300,000 4,300,000 4,300,000
Erie County IDA, Rosina Food
Products, Inc., 3.750%, due
09/06/95 2,335,000 2,335,000 -- -- 2,335,000 2,335,000
Erie County New York Water
Authority,
Ser. A, 3.250%, due 09/06/95 2,500,000 2,500,000 -- -- 2,500,000 2,500,000
Ser. B, 3.250%, due 09/06/95 900,000 900,000 -- -- 900,000 900,000
Glens Falls New York IDA,
Namic Project, 3.650%, due
09/06/95 2,110,000 2,110,000 -- -- 2,110,000 2,110,000
Broad Street Plaza Project, 3.750%,
due 09/06/95 1,405,000 1,405,000 -- -- 1,405,000 1,405,000
Indian Trace Community Development
District Florida Basin 1 Series A
UPDATES (MBIA/SPA-Swiss Bank
Corp.) 3.400%, due 09/06/95 -- -- 4,000,000 4,000,000 4,000,000 4,000,000
Lewis County New York IDA, Climax
Manufacturing Co., 3.750%, due
09/06/95 2,000,000 2,000,000 -- -- 2,000,000 2,000,000
Metropolitan Transportation
Authority of New York, Commuter
Facilities, 3.450%, due 09/06/95 8,900,000 8,900,000 -- -- 8,900,000 8,900,000
Monroe County IDA, Columbia Sussex
Corp.,
5.000%, due 09/06/95 4,665,000 4,663,965 -- -- 4,665,000 4,663,965
3.850%, due 09/06/95 400,000 400,000 -- -- 400,000 400,000
</TABLE>
See notes to financial statements.
PF-45
<PAGE>
VISTA NY TAX FREE MONEY MARKET FUND
PORTFOLIO OF INVESTMENTS--(Continued)
August 31, 1995
(Unaudited)
<TABLE>
<CAPTION>
Vista Hanover
NY Tax Vista NY Tax Hanover Pro-Forma Pro-Forma
Free NY Tax Free Free NY Tax Free Combined Combined
Issuer Principal Value Principal Value Principal Value
- ------------------------------------ ---------- ------------ ---------- ------------ ---------- --------------
<S> <C> <C> <C> <C> <C> <C>
Mount Pleasant New York IDA, General
Motors Corp., 3.700%, due 09/06/95 $2,095,000 $2,095,000 $ -- $ -- $ 2,095,000 $ 2,095,000
Nassau County IDA CFR, Cold Spring
Harbor Laboratory Project (Morgan
Guaranty Trust Co.) Series 1989
3.300%, due 09/01/95 -- -- 4,000,000 4,000,000 4,000,000 4,000,000
New York City Housing Development
Corp., East 96th Street Project,
Ser. A, 3.500%, due 09/06/95 1,000,000 1,000,000 -- -- 1,000,000 1,000,000
1984 Ser. A, Carnegie Park Project,
3.800%, due 09/06/95 1,990,000 1,990,000 -- -- 1,990,000 1,990,000
Columbus Green Project, Ser. A,
5.100%, due 09/06/95 3,475,000 3,475,000 -- -- 3,475,000 3,475,000
Mortgage Revenue Multifamily
Columbus Garden Projects 3.450%,
due 09/01/95 -- -- 200,000 200,000 200,000 200,000
Mortgage Rev., Parkgate Tower, Ser.
1, 3.400%, due 09/06/95 3,260,000 3,260,000 -- -- 3,260,000 3,260,000
Multifamily, James Tower, 3.400%,
due 09/06/95 4,800,000 4,800,000 -- -- 4,800,000 4,800,000
York Ave. Development Project,
3.500%, due 09/06/95 8,000,000 8,000,000 -- -- 8,000,000 8,000,000
New York City IDA, 1990 Goodwill
Industries, 3.400%, due 09/06/95 1,080,000 1,080,000 -- -- 1,080,000 1,080,000
Andin International, Inc., 3.600%,
due 09/06/95 500,000 500,000 -- -- 500,000 500,000
Calhoun School Inc. Project 3.300%,
due 09/07/95 -- -- 1,800,000 1,800,000 1,800,000 1,800,000
Children's Oncology Society 3.350%,
due 09/06/95 -- -- 2,000,000 2,000,000 2,000,000 2,000,000
Civil Facility, Children's Oncology
Society, 3.350%, due 09/06/95 900,000 900,000 -- -- 900,000 900,000
Compagnie Nationale Air Project,
3.350%, due 09/06/95 1,000,000 1,000,000 -- -- 1,000,000 1,000,000
Field Hotel Association JFK
Project, 3.350%, due 09/06/95 1,000,000 1,000,000 9,700,000 9,700,000 10,700,000 10,700,000
Japan Airlines Co., 3.650%, due
09/06/95 4,000,000 4,000,000 -- -- 4,000,000 4,000,000
LaGuardia Association Project,
3.350%, due 09/06/95 3,800,000 3,800,000 11,000,000 11,000,000 14,800,000 14,800,000
National Audubon Society, 3.250%,
due 09/01/95 2,300,000 2,300,000 4,000,000 4,000,000 6,300,000 6,300,000
Ser. B, Tomsed Realty Corp.,
3.600%, due 09/06/95 400,000 400,000 -- -- 400,000 400,000
Ser. D, Kenner Printing Co., Inc.,
3.600%, due 09/06/95 750,000 750,000 -- -- 750,000 750,000
Ser. E, 3.600%, due 09/06/95 700,000 700,000 -- -- 700,000 700,000
</TABLE>
See notes to financial statements.
PF-46
<PAGE>
VISTA NY TAX FREE MONEY MARKET FUND
PORTFOLIO OF INVESTMENTS--(Continued)
August 31, 1995
(Unaudited)
<TABLE>
<CAPTION>
Vista Hanover
NY Tax Vista NY Tax Hanover Pro-Forma Pro-Forma
Free NY Tax Free Free NY Tax Free Combined Combined
Issuer Principal Value Principal Value Principal Value
- ------------------------------------ ---------- ------------ ---------- ------------ ---------- --------------
<S> <C> <C> <C> <C> <C> <C>
Ser. F, Marion Glass and Window
Shade Corp., 3.600%, due 09/06/95 $ 600,000 $ 600,000 $ -- $ -- $ 600,000 $ 600,000
Ser. G, Monarch Construction Corp.,
3.600%, due 09/01/95 450,000 450,000 -- -- 450,000 450,000
Ser. N, Spreading Machine Exchange,
Inc., 3.600%, due 09/06/95 500,000 500,000 -- -- 500,000 500,000
White Plains Auto Project, 3.600%,
due 09/06/95 600,000 600,000 -- -- 600,000 600,000
New York City, New York Municipal
Water Financing Authority 3.600%,
due 09/01/95 200,000 200,000 5,700,000 5,700,000 5,900,000 5,900,000
New York City, New York, Ser. A-7,
3.350%, due 09/01/95 3,400,000 3,400,000 -- -- 3,400,000 3,400,000
Ser. A-9, 3.500%, due 09/06/95 8,000,000 8,000,000 -- -- 8,000,000 8,000,000
Ser. B, Sub-Ser. B-2, 3.600%, due
09/01/95 400,000 400,000 -- -- 400,000 400,000
Ser. B through Sub-Ser. B-10, GO,
3.550%, due 09/01/95 3,000,000 3,000,000 -- -- 3,000,000 3,000,000
Ser. C through Sub-Ser. C-4, GO,
3.500%, due 09/01/95 100,000 100,000 -- -- 100,000 100,000
Ser. E-3, GO, 3.500%, due 09/06/95 200,000 200,000 -- -- 200,000 200,000
Ser. F-6, GO, 3.550%, due 09/01/95 3,600,000 3,600,000 -- -- 3,600,000 3,600,000
Sub-Ser. A-5, GO, 3.350%, due
09/06/95 100,000 100,000 -- -- 100,000 100,000
Sub-Ser. B-2, GO, 3.350%, due
09/01/95 900,000 900,000 -- -- 900,000 900,000
Sub-Ser. B-4, GO 3.650%, due
09/01/95 400,000 400,000 -- -- 400,000 400,000
Sub-Ser. B-8, GO, 3.600%, due
09/06/95 4,900,000 4,900,000 -- -- 4,900,000 4,900,000
New York City Trust for Cultural
Resources, Museum of Natural
History 3.200%, due 09/06/95 3,000,000 3,000,000 550,000 550,000 3,550,000 3,550,000
New York City Trust for Cultural
Resources, Solomon Guggenheim
3.250%, due 09/01/95 -- -- 1,000,000 1,000,000 1,000,000 1,000,000
NYC UTGO Subseries 1993B-4 3.600%,
due 09/01/95 -- -- 2,700,000 2,700,000 2,700,000 2,700,000
Subseries 1994B-3 3.350%, due
09/01/95 -- -- 1,100,000 1,100,000 1,100,000 1,100,000
Subseries 1994B-4 3.350%, due
09/01/95 -- -- 4,900,000 4,900,000 4,900,000 4,900,000
Subseries 1994B-7 3.350%, due
09/01/95 -- -- 100,000 100,000 100,000 100,000
</TABLE>
See notes to financial statements.
PF-47
<PAGE>
VISTA NY TAX FREE MONEY MARKET FUND
PORTFOLIO OF INVESTMENTS--(Continued)
August 31, 1995
(Unaudited)
<TABLE>
<CAPTION>
Vista Hanover
NY Tax Vista NY Tax Hanover Pro-Forma Pro-Forma
Free NY Tax Free Free NY Tax Free Combined Combined
Issuer Principal Value Principal Value Principal Value
- ------------------------------------ ---------- ------------ ---------- ------------ ---------- --------------
<S> <C> <C> <C> <C> <C> <C>
New York State Dormitory Authority,
Miriam Osborn Memorial Home, Ser.
A, 3.300%, due 09/06/95 $1,600,000 $1,600,000 $ -- $ -- $ 1,600,000 $ 1,600,000
Cornell University, Ser. B, 3.250%,
due 09/01/95 300,000 300,000 6,000,000 6,000,000 6,300,000 6,300,000
New York State Energy Research &
Development Authority PCR, Hudson
Gas & Electric Co.,
3.450%, due 09/06/95 3,000,000 3,000,000 -- -- 3,000,000 3,000,000
Series 1985b 3.350%, due 09/07/95 -- -- 3,500,000 3,500,000 3,500,000 3,500,000
Series 1987B 3.350%, due 09/07/95 -- -- 800,000 800,000 800,000 800,000
Long Island Lighting Co., Ser. B,
3.500%, due 09/06/95 4,800,000 4,800,000 -- -- 4,800,000 4,800,000
New York Electric & Gas, Ser. B,
3.150%, due 09/01/95 2,900,000 2,900,000 -- -- 2,900,000 2,900,000
Niagara Mohawk Power Corp.:
Project A 3.300%, due 09/01/95 2,200,000 2,200,000 -- -- 2,200,000 2,200,000
Series 1985A 3.500%, due 09/01/95 -- -- 4,000,000 4,000,000 4,000,000 4,000,000
Series B 3.450%, due 09/01/95 -- -- 3,300,000 3,300,000 3,300,000 3,300,000
Series C 3.450%, due 09/01/95 1,700,000 1,700,000 2,150,000 2,150,000 3,850,000 3,850,000
Series 1986A 3.550%, due 09/01/95 -- -- 4,000,000 4,000,000 4,000,000 4,000,000
Series 1987A 3.300%, due 09/01/95 -- -- 4,700,000 4,700,000 4,700,000 4,700,000
Rochester Gas & Electric, 3.500%,
due 09/30/95 6,100,000 6,100,000 -- -- 6,100,000 6,100,000
New York State Housing Finance
Agency, Multifamily, Ser. E,
3.600%, due 09/06/95 1,100,000 1,100,000 -- -- 1,100,000 1,100,000
Normandte Court I, Ser. A, 3.400%,
due 09/06/95 -- -- 12,800,000 12,800,000 12,800,000 12,800,000
Normandte Court II, Ser. A, 3.500%,
due 09/06/95 3,060,000 3,060,000 -- -- 3,060,000 3,060,000
Residential Insured, Ser. A,
3.600%, due 09/06/95 2,050,000 2,050,000 -- -- 2,050,000 2,050,000
New York State Job Development
Authority, Ser. A-1 through A-21,
3.450%, due 09/01/95 6,120,000 6,120,000 -- -- 6,120,000 6,120,000
Ser. A-1 through A-42, 3.750%, due
09/01/95 2,620,000 2,620,000 -- -- 2,620,000 2,620,000
Ser. B-1 through B-21, 3.750%, due
09/01/95 3,130,000 3,130,000 -- -- 3,130,000 3,130,000
Ser. B-1 through B-9, 3.450%, due
09/01/95 1,310,000 1,310,000 -- -- 1,310,000 1,310,000
Ser. E-1 through E-55, 3.700%, due
09/30/95 555,000 555,000 -- -- 555,000 555,000
</TABLE>
See notes to financial statements.
PF-48
<PAGE>
VISTA NY TAX FREE MONEY MARKET FUND
PORTFOLIO OF INVESTMENTS--(Continued)
August 31, 1995
(Unaudited)
<TABLE>
<CAPTION>
Vista Hanover
NY Tax Vista NY Tax Hanover Pro-Forma Pro-Forma
Free NY Tax Free Free NY Tax Free Combined Combined
Issuer Principal Value Principal Value Principal Value
- ------------------------------------ ---------- ------------ ---------- ------------ ---------- --------------
<S> <C> <C> <C> <C> <C> <C>
Ser. G-1 to G-33, 3.700%, due
09/30/95 $ 590,000 $ 590,000 $ -- $ -- $ 590,000 $ 590,000
Ser. H-1 through H-11, 3.700%, due
09/30/95 140,000 140,000 -- -- 140,000 140,000
Special Purpose Ser. A-1, 3.800%,
due 09/30/95 65,000 65,000 -- -- 65,000 65,000
Special Purpose, Ser. A-1 through
A-13, 3.750%, due 09/01/95 100,000 100,000 -- -- 100,000 100,000
Special Purpose Ser. B-1, 3.800%,
due 09/30/95 1,080,000 1,080,000 -- -- 1,080,000 1,080,000
Special Purpose, Ser. B-1 thru B-9,
3.750%, due 09/01/95 800,000 800,000 -- -- 800,000 800,000
Special Purpose Ser. C-1, 3.800%,
due 09/30/95 320,000 320,000 -- -- 320,000 320,000
New York State Local Assistance
Corp., Ser. A, 3.400%, due
09/06/95 13,500,000 13,500,000 9,700,000 9,700,000 23,200,000 23,200,000
Ser. B, 3.300%, due 09/06/95 1,000,000 1,000,000 -- -- 1,000,000 1,000,000
Ser. G, 3.300%, due 09/06/95 -- -- 4,000,000 4,000,000 4,000,000 4,000,000
New York State Medical Care
Facilities Financing Agency
3.450%, due 09/06/95 5,600,000 5,600,000 -- -- 5,600,000 5,600,000
New York State Thruway Authority
General Revenue 3.500%, due
09/06/95 -- -- 2,700,000 2,700,000 2,700,000 2,700,000
Newburgh New York IDA, Civic
Facility, Mt. St. Mary College,
3.650%, due 09/06/95 2,000,000 2,000,000 -- -- 2,000,000 2,000,000
Niagara Falls New York Bridge
Commission, Ser. A, 3.250%, due
09/06/95 3,200,000 3,200,000 -- -- 3,200,000 3,200,000
North Hempstead Solid Waste
Management Authority Series 1993A
3.500%, due 09/06/95 -- -- 3,500,000 3,500,000 3,500,000 3,500,000
Onondaga County New York IDA, First
Republic Corp. of America, 3.400%,
due 09/06/95 1,500,000 1,500,000 -- -- 1,500,000 1,500,000
Southern Container Project, Ser. B,
3.650%, due 09/06/95 3,250,000 3,250,000 -- -- 3,250,000 3,250,000
Port Authority of New York & New
Jersey, 3.450%, due 09/06/95 3,358,000 3,358,000 -- -- 3,358,000 3,358,000
Puerto Rico Industrial, Medical, &
Environmental, Higher Education
3.600%, due 09/06/95 5,400,000 5,400,000 -- -- 5,400,000 5,400,000
Rockland County New York IDA, X
Products Corp., 3.650%,
due 09/06/95 1,150,000 1,150,000 -- -- 1,150,000 1,150,000
Seneca County IDA, CFR New York
Chiropractic College 3.300%, due
09/06/95 -- -- 9,200,000 9,200,000 9,200,000 9,200,000
</TABLE>
See notes to financial statements.
PF-49
<PAGE>
VISTA NY TAX FREE MONEY MARKET FUND
PORTFOLIO OF INVESTMENTS--(Continued)
August 31, 1995
(Unaudited)
<TABLE>
<CAPTION>
Vista Hanover
NY Tax Vista NY Tax Hanover Pro-Forma Pro-Forma
Free NY Tax Free Free NY Tax Free Combined Combined
Issuer Principal Value Principal Value Principal Value
- ------------------------------------ ---------- ------------ ---------- ------------ ---------- --------------
<S> <C> <C> <C> <C> <C> <C>
St. Lawrence County IDA, PCR
Reynolds Metals Co. Project Series
1985 3.350%, due 09/01/95 $ -- $ -- $4,750,000 $ 4,750,000 $4,750,000 $ 4,750,000
Suffolk County New York IDA, Cold
Spring Harbor Laboratories 3.300%,
due 09/01/95 -- -- 200,000 200,000 200,000 200,000
Nissequogue Cogen Partners, 3.550%,
due 09/06/95 5,900,000 5,900,000 -- -- 5,900,000 5,900,000
YWHA Suffolk Inc., Civic, 3.650%,
due 09/06/95 1,000,000 1,000,000 -- -- 1,000,000 1,000,000
Syracuse IDA CFR RB Multi-Modal
Syracuse University Project
3.250%, due 09/01/95 -- -- 9,900,000 9,900,000 9,900,000 9,900,000
Triborough Bridge & Tunnel Authority
of New York, Special Obligation
3.300%, due 09/06/95 4,700,000 4,700,000 4,000,000 4,000,000 8,700,000 8,700,000
Warren & Washington Counties New
York, IDA, Stevens & Thompson
4.000%, due 09/30/95 754,300 754,300 -- -- 754,300 754,300
Westchester County New York IDA,
Elba Enterprises, 3.550%, due
09/06/95 350,000 350,000 -- -- 350,000 350,000
Hitachi America Ltd, 3.700%, due
09/30/95 1,500,000 1,500,000 -- -- 1,500,000 1,500,000
Yonkers New York IDA Civic
Facilities, Consumers Union
Facility 3.550%, due 09/06/95 1,700,000 1,700,000 -- -- 1,700,000 1,700,000
---------- ---------- ------------
Total Floating Rate Demand Notes 204,651,265 146,750,000 351,401,265
---------- ---------- ------------
Total Investments $376,819,802 $250,746,971 $627,566,773
========== ========== ============
</TABLE>
BAN = Bond Anticipation Note
COP = Certificate of Participation
GO = General Obligation
IDA = Industrial Development Authority
PCR = Pollution Control Revenue
Rev. = Revenue Bond
See notes to financial statements.
PF-50
<PAGE>
VISTA NEW YORK TAX FREE MONEY MARKET FUND
PRO FORMA STATEMENT OF ASSETS AND LIABILITIES
8/31/95
(Unaudited)
<TABLE>
<CAPTION>
Hanover New
Vista New York York Pro-Forma Pro-Forma
Tax Free MMF Tax Free MMF Adjustments Combined
-------------- -------------- ------------ ---------------
<S> <C> <C> <C> <C>
ASSETS:
Investment securities, at value $376,819,802 $250,746,971 $ 0 $627,566,773
Receivables
Investment securities sold 4,300,000 0 0 4,300,000
Interest 2,683,436 1,293,180 0 3,976,616
Shares of beneficial interest sold 206,919 0 0 206,919
Other receivables 0 4,320 0 4,320
------------ ------------ ---------- -------------
Total assets 384,010,157 252,044,471 0 636,054,628
------------ ------------ ---------- -------------
LIABILITIES:
Payable for investment securities purchased 4,300,000 0 0 4,300,000
Payable for shares of beneficial interest redeemed 226,198 0 0 226,198
Payable to Custodian 54,578 292,695 0 347,273
Dividends payable 548,569 648,330 0 1,196,899
Accrued liabilities:
Administration fee 16,215 11,264 0 27,479
Advisory fee 32,429 25,581 0 58,010
Custodian fees 65,762 0 0 65,762
Distribution fee 64,647 0 0 64,647
Fund servicing fees 32,324 13,400 0 45,724
Shareholder servicing fees 81,075 74,612 0 155,687
Sub-administration fee 16,215 6,395 0 22,610
Other 172,127 30,165 0 202,292
------------ ------------ ---------- -------------
Total liabilities 5,610,139 1,102,442 0 6,712,581
------------ ------------ ---------- -------------
NET ASSETS
Paid in capital 378,291,880 250,989,653 0 629,281,533
Accumulated undistributed net investment income 101,382 0 0 101,382
Accumulated undistributed net realized gain (loss) on
investment transactions 6,756 (47,624) 0 (40,868)
------------ ------------ ---------- -------------
Net assets $378,400,018 $250,942,029 0 $629,342,047
============ ============ ========== =============
Shares of beneficial interest outstanding (no par
value; unlimited number of shares authorized):
Vista Shares 378,387,312 250,989,653 0 629,376,965
============ ============ ========== =============
Net asset value, offering and redemption price per
share
(net assets/shares outstanding) $ 1.00 $ 1.00 $0.00 $ 1.00
============ ============ ========== =============
Cost of Investments $376,819,802 $250,746,972 $ 0 $627,566,774
============ ============ ========== =============
</TABLE>
See notes to financial statements.
PF-51
<PAGE>
VISTA NEW YORK TAX FREE MONEY MARKET FUND
PRO FORMA STATEMENT OF OPERATIONS
For the year ended 8/31/95
(Unaudited)
<TABLE>
<CAPTION>
Hanover New
Vista New York York Pro-Forma Pro-Forma
Tax Free MMF Tax Free MMF Adjustments Combined
-------------- -------------- --------------- --------------
<S> <C> <C> <C> <C>
INTEREST INCOME $14,112,221 $7,103,484 $ 0 $21,215,705
------------ ------------ ------------- ------------
EXPENSES
Distribution fees Vista Shares 763,294 0 (174,066)(1),(3) 589,228
Fund Servicing fees Vista Shares 381,647 32,052 (413,699)(2) 0
Shareholder Servicing fees Vista Shares
954,117 686,005 422,174(1),(3) 2,062,296
Administration fees 190,823 85,875 17,915(1) 294,613
Advisory fees 381,647 294,002 (190,212)(1) 485,437
Sub-Administration fees 190,823 58,800 44,990(1) 294,613
Professional fees 58,709 10,441 (10,441)(6) 58,709
Custodian fees 190,823 36,944 (84,150)(4) 143,617
Printing & Postage 12,494 3,895 0 16,389
Registration costs 12,541 16,149 0 28,690
Transfer agent fees Vista Shares 254,679 28,230 (982)(5) 281,927
Trustee fees 21,623 2,440 (11,553)(7) 12,510
Insurance 0 4,059 0 4,059
Other 214,216 3,896 0 218,112
------------ ------------ ------------- ------------
Total expenses 3,627,436 1,262,788 (400,023) 4,490,201
------------ ------------ ------------- ------------
Less amounts waived by the Administrator,
Shareholder Servicing Agents, Adviser
and Distributor 354,383 88,651 500,979 (8) 944,013
------------ ------------ ------------- ------------
Net expenses 3,273,053 1,174,137 (901,002) 3,546,188
------------ ------------ ------------- ------------
Net investment income 10,839,168 5,929,347 901,002 17,669,517
------------ ------------ ------------- ------------
REALIZED AND UNREALIZED GAIN/(LOSS)
ON INVESTMENTS
Realized gain (loss) on investment
transactions 6,756 (4,660) 0 2,096
------------ ------------ ------------- ------------
Net increase in net assets from operations $10,845,924 $5,924,687 $ 901,002 $17,671,613
============ ============ ============= ============
</TABLE>
See notes to financial statements.
PF-52
<PAGE>
Mutual Fund Trust
Explanation of Note References:
(1) Reflects adjustment of additional Hanover assets at the Vista contractual
rate.
(2) Reflects new contractual percentages, which have grouped shareholder and
fund servicing together, therefore eliminating the current fund servicing
line items.
(3) Reflects adjustment to amounts based on a new contractual rate or
combination of rates as stated in (2) above.
(4) Reflects adjustment to the fees based on the newly contracted fees plus
out of pocket expenses.
(5) Reflects adjustment based on new per account fee and out of pocket
expenses as contracted.
(6) Reflects elimination of duplicative services, fees or organizational
costs.
(7) Reflects the new structure of the board of the surviving fund, the
elimination of duplicative expenses and the allocation of complex-wide
fees based on the relative net assets of the newly combined fund.
(8) Adjustment to reflect the elimination or addition of expense waivers and
expenses borne.
PF-53
<PAGE>
Mutual Fund Trust
Notes to the Pro-Forma Financial Statements
1. Basis of Combination
The Pro-Forma Combining Portfolio of Investments, Statement of Assets and
Liabilities and Statement of Operations ("Pro Forma Statements") reflect the
accounts of the Vista Portfolios and the Hanover Portfolios at August 31,
1995 and for the year then ended.
The Pro-Forma Statements give effect to the proposed transfer of all
assets and liabilities of each portfolio of Hanover to the corresponding
portfolio of Vista in exchange for shares of such Vista Portfolio.
The Pro-Forma Statements should be read in conjunction with the historical
financial statements of each Portfolio included in their respective Statement
of Additional Information.
The expenses of the Reorganization will be borne by Chemical Banking
Corporation and/or The Chase Manhattan Corporation.
2. Shares of Beneficial Interest--Share issuance of Vista shares in
connection with the proposed reorganization is done on a one for one basis as
both Vista and Hanover Portfolios maintained a net asset value per share of
one dollar throughout the period ended August 31, 1995.
3. Pro-Forma Operating Expenses
The Pro-Forma Combining Statement of Operations assumes similar rates of
gross investment income for the investments of each Portfolio. Accordingly,
the combined gross investment income is equal to the sum of each Portfolio's
gross investment income. Certain expenses have been adjusted to reflect the
expected expenses of the combined entities more closely. Pro forma operating
expenses include the actual expenses of the Portfolio and the combined
Portfolio adjusted for certain items which are factually supportable. For the
combined Portfolios certain expenses are expected to be waived by the
Shareholder Servicing Agents, and those expenses are adjusted to reflect
expected waivers.
PF-54
<PAGE>
MUTUAL FUND TRUST
PART C
OTHER INFORMATION
Item 15. Indemnification.
The response to this item is incorporated by reference to Item 27 of Part C
of Post-Effective Amendment No. 4, filed December 28, 1995 ("Post-Effective
Amendment No. 4"), to the Registrant's Registration Statement on Form N-1A,
filed on February 14, 1994, Registration No. 33-75250 (the "Registration
Statement").
Item 16. Exhibits.
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------ -------------------------------------------------------------------------------------------
<S> <C>
1 Declaration of Trust. (1)
2 By-laws. (1)
3 None.
4 Agreement and Plan of Reorganization and Liquidation between Registrant and The Hanover
Funds, Inc. (filed herewith as Exhibit A to the Prospectus/Proxy Statement).
5 Specimen share certificate. (4)
6(a) Forms of Investment Advisory Agreement. (1) (3)
6(b) Form of Interim Investment Advisory Agreement. (6)
6(c) Form of Proposed Investment Advisory Agreement. (6)
6(d) Form of Proposed Investment Sub-Advisory Agreement between The Chase Manhattan Bank and
[Chase Asset Management, Inc./Texas Commerce Bank, National Association] (6)
7(a) Form of Distribution and Sub-Administration Agreement. (1)
7(b) Distribution and Sub-Administration Agreement dated August 21, 1995. (6)
8(a) Retirement Plan for Eligible Trustees. (6)
8(b) Deferred Compensation Plan for Eligible Trustees. (6)
9 Form of Custodian Agreement. (1)
10(a) Forms of Rule 12b-1 Distribution Plans including Selected Dealer Agreements and Shareholder
Service Agreements. (1) and (3)
10(b) Form of Proposed Rule 12b-1 Distribution Plan (including forms of Selected Dealer Agreement
and Shareholder Servicing Agreement). (6)
10(c) Form of Rule 18f-3 Multi-Class Plan. (6)
11 Opinion of Counsel regarding legality of issuance of shares and other matters. (7)
12 Opinion of Counsel on tax matters. (8)
13(a) Form of Transfer Agency Agreement. (1)
13(b) Form of Shareholder Servicing Agreement. (1)
13(c) Form of Shareholder Servicing Agreement. (6)
13(d) Form of Administration Agreement. (1) (3)
13(e) Form of Administration Agreement. (6)
14(a) Consent of Price Waterhouse LLP, Independent Accountants. (8)
14(b) Consent of KPMG Peat Marwick LLP, Independent Auditors. (8)
14(c) Consent of Kramer, Levin, Naftalis, Nessen, Kamin & Frankel (included in Exhibit 11 hereto).
14(d) Consent of Simpson Thacher & Bartlett (included in Exhibit 12 hereto).
15 Inapplicable.
16 Powers of Attorney. (8)
17(a) Copy of Registrant's Declaration pursuant to Rule 24f-2 under the Investment Company Act of
1940. (7)
17(b) Form of Proxy. (7)
</TABLE>
- -------------------
(1) Filed as an Exhibit to the Registration Statement on Form N-1A of the
Registrant (File No. 33-75250) as filed with the Securities and Exchange
Commission on February 14, 1994.
(2) Filed as an Exhibit to Pre-Effective Amendment No. 1 to the Registration
Statement on Form N-1A of the Registrant (File No. 33-75250) as filed
with the Securities and Exchange Commission on April 18, 1994.
(3) Filed as an Exhibit to Post-Effective Amendment No. 1 to the Registration
Statement on Form N-1A of the Registrant (File No. 33-75250) as filed
with the Securities and Exchange Commission on August 29, 1994.
C-1
<PAGE>
(4) Filed as an Exhibit to Post-Effective Amendment No. 2 to the Registration
Statement on Form N-1A of the Registrant (File No. 33-75250) as filed
with the Securities and Exchange Commission on October 28, 1994.
(5) Filed as an Exhibit to Post-Effective Amendment No. 3 to the Registration
Statement on Form N-1A of the Registrant (File No. 33-75250) as filed
with the Securities and Exchange Commission on October 31, 1995.
(6) Filed as an Exhibit to Post-Effective Amendment No. 4.
(7) Previously filed.
(8) Filed herewith.
Item 17. Undertakings.
(a) The undersigned Registrant agrees that prior to any public reoffering of
the securities registered through the use of a prospectus which is a part
of this Registration Statement by any person or party who is deemed to be
an underwriter within the meaning of Rule 145(c) of the Securities Act,
the reoffering prospectus will contain the information called for by the
applicable registration form for reofferings by persons who may be deemed
underwriters, in addition to the information called for by the other
items of the applicable form.
(b) The undersigned Registrant agrees that every prospectus that is filed
under paragraph (a) above will be filed as part of an amendment to the
Registration Statement and will not be used until the amendment is
effective, and that, in determining any liability under the 1933 Act,
each post-effective amendment shall be deemed to be a new registration
statement for the securities offered therein, and the offering of the
securities at that time shall be deemed to be the initial bona fide
offering of them.
C-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, this amendment
to the registration statement has been signed on behalf of the registrant, in
the City of New York and State of New York on the 7th day of February, 1996.
Mutual Fund Trust
By: /s/ H. Richard Vartabedian
----------------------------
H. Richard Vartabedian,
President
Pursuant to the requirements of the Securities Act of 1933, this amendment
to the registration statement has been signed below by the following persons
in the capacities indicated on the 7th day of February, 1996.
Signature Title
- ----------------------------- --------------------------------------------
* Chairman and Trustee
- -----------------------------
Fergus Reid, III
* Trustee
- -----------------------------
William J. Armstrong
* Trustee
- -----------------------------
John R.H. Blum
* Trustee
- -----------------------------
Joseph J. Harkins
* Trustee
- -----------------------------
Richard E. Ten Haken
* Trustee
- -----------------------------
Stuart W. Cragin, Jr.
* Trustee
- -----------------------------
Irving L. Thode
/s/ H. Richard Vartabedian President and Trustee and Principal
- -----------------------------
H. Richard Vartabedian Executive Officer
* Treasurer and Principal Financial Officer
- -----------------------------
Martin R. Dean
*By:/s/ H. Richard Vartabedian
----------------------------
Attorney-In-Fact
C-3
<PAGE>
MUTUAL FUND TRUST
INDEX TO EXHIBITS
Exhibit
Number Description of Exhibit
- --------- -----------------------------------------------------------
12 Opinion of Counsel on tax matters.
14(a) Consent of Price Waterhouse LLP, Independent Accountants.
14(b) Consent of KPMG Peat Marwick LLP, Independent Auditors.
16 Powers of Attorney.
EXHIBIT 12
[Simpson Thacher & Bartlett]
February 6, 1996
Re: Agreement and Plan of Reorganization and Liquidation dated as of December
15, 1995 between The Hanover Funds, Inc. and Mutual Fund Trust
The Hanover Funds, Inc.
237 Park Avenue
New York, New York 10017
Mutual Fund Trust
125 West 55th Street
New York, New York 10019
Ladies and Gentlemen:
You have requested our opinion with respect to the federal income tax
consequences of certain aspects of the proposed transfer by each Hanover
Portfolio(1) of all of its assets to its Corresponding MFT Portfolio solely
in exchange for MFT Portfolio Shares of the Corresponding MFT Portfolio and
the assumption of all its obligations and liabilities by the Corresponding
MFT Portfolio (as described in Section 2(a)(1) of the Reorganization
Agreement) followed by the liquidation of the Hanover Portfolio and the
distribution pro rata of such MFT Portfolio Shares to the shareholders of the
Corresponding Hanover Portfolio. The series of steps that will occur to
effect such transaction are hereinafter referred to as the "Reorganization."
This opinion is being delivered pursuant to Sections 7(d) and 8(e) of the
Reorganization Agreement.
Hanover is a Maryland corporation registered under the Investment Company
Act of 1940, as amended (the "Act"), as an open-end investment company of the
management type and is comprised of the following separate investment
portfolios: The 100% U.S. Treasury Securities Money Market Fund, The U.S.
Treasury Money Market Fund, The Government Money Market Fund, The Cash
Management Fund, The Tax Free Money Market Fund and The New York Tax Free
Money Market Fund (each, a "Hanover Portfolio"). The authorized capital stock
of Hanover as of the date hereof consists of ten billion shares of common
stock, each having a par value of $.001 per share. As of December 15, 1995,
there were outstanding 1,297,696,923 shares of The 100% U.S. Treasury
Securities Money Market Fund, 1,590,651,002 shares of The U.S. Treasury Money
Market Fund, 1,564,200,698 shares of The Government Money Market Fund,
1,648,244,437 shares of The Cash Management Fund, 317,954,363 shares of The
Tax Free Money Market Fund, and 260,324,578 shares of The New York Tax Free
Money Market Fund.
MFT is registered under the Act as an open-end diversified investment
company of the management type and is organized as a Massachusetts business
trust comprised of separate investment portfolios, which include Vista
Treasury Plus Money Market Fund, Vista U.S. Government Money Market Fund,
Vista Global Money Market Fund, Vista Tax Free Money Market Fund and Vista
New York Tax Free Money Market Fund and which is expected to include, at the
Effective Time of the Reorganization, Vista 100% U.S. Treasury Securities
Money Market Fund (each, an "MFT Portfolio"). MFT's investment portfolios
other than the MFT Portfolios (consisting of Vista Prime Money Market Fund,
Vista California Tax Free Money Market Fund, Vista Tax Free Income Fund,
Vista New York Tax Free Income Fund, Vista California Intermediate Tax Free
Fund and Vista Federal Money Market Fund) are not parties to the
Reorganization.
MFT has an unlimited number of authorized shares of beneficial interest,
currently without par value, of which as of December 15, 1995 there were
outstanding the following numbers of shares of the MFT Portfolios: 141,507,578
shares of Vista Treasury Plus Money Market Fund (consisting of 57,276,018
Premier Shares and 84,231,560 Institutional Shares), 2,223,546,134 shares of
Vista U.S. Government Money Market Fund (consisting of 357,781,049 Vista
Shares, 1,062,319,669 Premier Shares and 803,445,416 Institutional Shares),
909,499,297 shares of Vista Global Money Market Fund (consisting of 86,381,957
Vista Shares, 499,705,017 Premier Shares
(1) Where relevant, capitalized terms not otherwise defined herein have the
meanings they have for the purposes of the Agreement and Plan of
Reorganization and liquidation, dated as of December 29, 1995, between
Hanover and MFT (the "Reorganization Agreement").
<PAGE>
and 323,412,322 Institutional Shares), 444,587,213 shares of Vista Tax Free
Money Market Fund (consisting of 144,649,563 Vista Shares, 182,827,067
Premier Shares and 117,110,583 Institutional Shares), and 391,964,383 shares
of Vista New York Tax Free Money Market Fund (all of the Vista Shares class).
There are no outstanding shares of Vista 100% U.S. Treasury Money Market
Fund.
The Reorganization Agreement was approved by the Board of Trustees of MFT
on December 14, 1995 and by the Board of Directors of Hanover on December 13,
1995.
Upon satisfaction of all conditions precedent set forth in the
Reorganization Agreement, the Reorganization will be effected as set forth in
the following summary:
1. Pursuant to the Reorganization Agreement, Hanover will cause each Hanover
Portfolio to convey, transfer and deliver at the Closing to the MFT Portfolio
set forth opposite its name in the table attached to the Reorganization
Agreement as Schedule I (each such MFT Portfolio being the "Corresponding MFT
Portfolio" of the Hanover Portfolio set forth opposite its name, and each such
Hanover Portfolio being the "Corresponding Hanover Portfolio" of the MFT
Portfolio set forth opposite its name) all of the then existing assets of such
Hanover Portfolio. In consideration thereof, MFT agrees at the Closing to
cause each MFT Portfolio (i) to assume and pay, to the extent that they exist
on or after the Effective Time of the Reorganization, all of the obligations
and liabilities of its Corresponding Hanover Portfolio and (ii) to issue and
deliver to the Corresponding Hanover Portfolio the number of full and
fractional shares of that series and class of MFT's shares of beneficial
interest, representing Vista shares of such MFT Portfolio ("MFT Portfolio
Shares"), as determined in Section 2(c) of the Reorganization Agreement. Any
shares of capital stock, par value $.001 per share, of the Hanover Portfolios
("Hanover Portfolio Shares") held in the treasury of Hanover on the Effective
Time of the Reorganization shall thereupon be retired.
2. At the Effective Time of the Reorganization, each Hanover Portfolio will
liquidate and distribute pro rata to its holders of Hanover Portfolio Shares
as of the Effective Time of the Reorganization the MFT Portfolio Shares of the
Corresponding MFT Portfolio received by such Hanover Portfolio pursuant to
Section 2(a) of the Reorganization Agreement. Such liquidation and
distribution will be accompanied by the establishment of an account on the
respective share records of each MFT Portfolio in the name of each record
holder of Hanover Portfolio Shares of the Corresponding Hanover Portfolio and
representing the respective pro rata number of MFT Portfolio Shares of the
Corresponding MFT Portfolio due such shareholder. Fractional Corresponding MFT
Portfolio Shares will be carried to the third decimal place. Simultaneously
with such crediting of MFT Portfolio Shares to the shareholders, the Hanover
Portfolio Shares held by such shareholders shall be cancelled.
3. As soon as practicable after the Effective Time of the Reorganization,
Hanover shall take all the necessary steps under Maryland law and Hanover's
Articles of Incorporation, as amended and supplemented, to effect a complete
dissolution of Hanover and to deregister Hanover under the Act.
In acting as special counsel to MFT and Hanover with respect to the
Reorganization, we have, among other things, reviewed the following documents:
1. The Reorganization Agreement;
2. The proxy statement of MFT as filed with the Securities and Exchange
Commission; and
3. MFT's Registration Statement on Form N-14 under the Securities Act of
1933, as filed with the Securities and Exchange Commission (the "Registration
Statement on Form N-14").
For purposes of this opinion, as hereinafter set forth, we have reviewed
such other documents relating to the Reorganization as we have deemed relevant
under the circumstances and have relied upon representations contained in
certain certificates (the "Certificates") provided to us by Hanover, MFT,
Chemical Banking Corporation and The Chase Manhattan Corporation.
If the Merger is effected on a factual basis different from that
contemplated above, any or all of the opinions expressed herein may be
inapplicable. Further, our opinion is based on (i) the Internal Revenue Code
of 1986, as amended (the "Code"), (ii) Treasury Regulations, (iii) judicial
precedents and (iv) administrative interpretations (including the current
ruling practice of the Internal Revenue Service) as of the date hereof. If
there is any subsequent change in the applicable law or regulations, or if
there are subsequently any new administrative or judicial interpretations of
the law or regulations, any or all of the individual opinions expressed
herein may become inapplicable.
Based on the foregoing, and assuming that the Reorganization is effected
in accordance with the terms of the Reorganization Agreement (and exhibits
thereto) and that the representations made pursuant thereto by the parties
are true at the Effective Time, it is our opinion that for federal income tax
purposes:
<PAGE>
(i) the Reorganization will constitute a reorganization within the meaning
of section 368(a)(1) of the Code with respect to each Hanover Portfolio and
its Corresponding MFT Portfolio;
(ii) no gain or loss will be recognized by any of the Hanover Portfolios or
the Corresponding MFT Portfolios upon the transfer of all the assets and
liabilities, if any, of each Hanover Portfolio to its Corresponding MFT
Portfolio solely in exchange for MFT Portfolio Shares or upon the distribution
of the MFT Portfolio Shares to the holders of Hanover Portfolio Shares solely
in exchange for all of their Hanover Portfolio Shares;
(iii) no gain or loss will be recognized by shareholders of any of the
Hanover Portfolios upon the exchange of such Hanover Portfolio Shares solely
for MFT Portfolio Shares;
(iv) the holding period and tax basis of the MFT Portfolio Shares received
by each holder of Hanover Portfolio Shares pursuant to the Reorganization will
be the same as the holding period (provided the Hanover Portfolio Shares were
held as a capital asset on the date of the Reorganization) and tax basis of
the Hanover Portfolio Shares held by the shareholder immediately prior to the
Reorganization; and
(v) the holding period and tax basis of the assets of each of the Hanover
Portfolios acquired by its Corresponding MFT Portfolio will be the same as the
holding period and tax basis of those assets to each of the Hanover Portfolios
immediately prior to the Reorganization.
The payment by Chemical Banking Corporation and/or The Chase Manhattan
Corporation of certain expenses of Hanover and MFT which are directly related
to the Reorganization (referred to in section 10 of the Reorganization
Agreement) will not affect the opinions set forth above regarding the federal
income tax consequences of the exchanges by Hanover and the shareholders of
Hanover. However, no opinion is expressed as to any other federal income tax
consequences to any of the parties of the payment of such expenses by Chemical
Banking Corporation and/or The Chase Manhattan Corporation.
We express our opinion herein only as to those matters specifically set
forth above and such opinion may be relied upon solely by you for the
exclusive purpose of ascertaining the federal income tax consequences of the
Reorganization contemplated in the Reorganization Agreement to the Hanover
Portfolios, the MFT Portfolios and the shareholders of the Corresponding
Hanover Portfolios on their receipt of the MFT Portfolio Shares pursuant to
the Reorganization Agreement. We hereby consent to the filing of this opinion
as an exhibit to the Registration Statement on Form N-14 and to the use of our
name therein.
Very truly yours,
/s/ Simpson Thacher & Bartlett
------------------------------
SIMPSON THACHER & BARTLETT
Exhibit 14(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Statement of
Additional Information and Combined Proxy Statement/Prospectus constituting
parts of this registration statement on Form N-14 (the "N-14 Registration
Statement") of our reports dated October 13, 1995, relating to the financial
statements of Vista Treasury Plus Money Market Fund, Vista U.S. Government
Money Market Fund, Vista Global Money Market Fund (subsequently renamed Vista
Cash Management Fund), Vista Tax Free Money Market Fund and Vista New York
Tax Free Money Market Fund (separately managed portfolios of Mutual Fund
Trust), appearing in the Annual Report to Shareholders for the fiscal year
ended August 31, 1995, which is incorporated by reference in such Combined
Proxy Statement/Prospectus and Statement of Additional Information. We also
consent to the incorporation by reference in the Statement of Additional
Information constituting part of Post Effective Amendment No. 3 to the
registration statement on Form N-1A of Mutual Fund Trust (the "N-1A
Registration Statement") of such report appearing in the Annual Report to
Shareholders for the fiscal year ended August 31, 1995, which is incorporated
by reference in the Combined Proxy Statement/Prospectus and Statement of
Additional Information of the N-14 Registration Statement. We also consent to
the references to us under the heading "Financial Statements and Experts" in
the N-14 Registration Statement, and under the headings "Condensed Financial
Information--Per Share Data and Capital Changes" in the Prospectuses and
"Independent Accountants" in the Statement of Additional Information, of the
N-1A Registration Statement.
/s/ PRICE WATERHOUSE LLP
1177 Avenue of the Americas
New York, New York 10036
February 2, 1996
Exhibit 14(b)
Independent Auditors' Consent
To the Shareholders and Board of Directors
The Hanover Funds, Inc.
We consent to the use of our report dated January 19, 1996 with respect to
the financial statements and financial highlights of the following portfolios
of The Hanover Funds, Inc. incorporated herein by reference:
(bullet) The 100% U.S. Treasury Securities Money Market Fund--the statement
of assets and liabilities as of November 30, 1995 and the related statements
of operations for the year then ended, changes in net assets for the two
years then ended and financial highlights for the four years then ended and
for the period from July 1, 1991 (commencement of operations) to November
30,1991;
(bullet) The U.S. Treasury Money Market Fund--the statement of assets and
liabilities as of November 30, 1995 and the related statements of operations
for the year then ended, changes in net assets for the two years then ended
and financial highlights for the three years then ended and for the period
from October 1, 1992 (commencement of operations) to November 30, 1992;
(bullet) The Government Money Market Fund--the statement of assets and
liabilities as of November 30, 1995 and the related statements of operations
for the year then ended, changes in net assets for the two years then ended
and financial highlights for the five years then ended;
(bullet) The Cash Management Fund--the statement of assets and liabilities as
of November 30, 1995 and the related statements of operations for the year
then ended, changes in net assets for the two years then ended and financial
highlights for the five years then ended;
(bullet) The Tax Free Money Market Fund--the statement of assets and
liabilities as of November 30, 1995 and the related statements of operations
for the year then ended, changes in net assets for the two years then ended
and financial highlights for the five years then ended;
(bullet) The New York Tax Free Money Market Fund--the statement of assets and
liabilities as of November 30, 1995 and the related statements of operations
for the year then ended, changes in net assets for the two years then ended
and financial highlights for the five years then ended.
We also consent to the references to our firm under the headings "Financial
Highlights" and "Financial Statements and Experts" in the Prospectus.
/s/ KPMG PEAT MARWICK LLP
New York, New York
February 7, 1996
Exhibit 16
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that, the undersigned Trustee of Mutual
Fund Trust, a Massachusetts business trust, (the "Fund") constitutes and
appoints H. Richard Vartabedian and Fergus Reid, III as my and lawful
attorneys-in-fact, with full power of substitution and resubstitution, for me
and in my name, place and stead, in any and all capacities as a Trustee of
the Fund, to sign for me and in my name in the appropriate capacity, any and
all Registration Statement on Form N-14 of the Fund, any and all Amendments
to said Registration Statement and any supplements or other instruments in
connection therewith, and generally to do all such things in my name and
behalf in connection therewith as said attorneys-in-fact deem necessary or
appropriate, to comply with the provisions of the Securities Act of 1933, as
amended, and the Investment Company Act of 1940, as amended, and all related
requirements of the Securities and Exchange Commission, hereby ratifying and
confirming all that said attorneys-in-fact or their substitutes may do or
cause to be done by virtue hereof.
Witness my hand on this 15th day of January, 1996.
/s/ Fergus Reid, III
- --------------------
Fergus Reid, III
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that, the undersigned Trustee of Mutual Fund
Trust, a Massachusetts business trust, (the "Fund") constitutes and appoints
H. Richard Vartabedian and Fergus Reid, III as my and lawful
attorneys-in-fact, with full power of substitution and resubstitution, for me
and in my name, place and stead, in any and all capacities as a Trustee of the
Fund, to sign for me and in my name in the appropriate capacity, any and all
Registration Statement on Form N-14 of the Fund, any and all Amendments to
said Registration Statement and any supplements or other instruments in
connection therewith, and generally to do all such things in my name and
behalf in connection therewith as said attorneys-in-fact deem necessary or
appropriate, to comply with the provisions of the Securities Act of 1933, as
amended, and the Investment Company Act of 1940, as amended, and all related
requirements of the Securities and Exchange Commission, hereby ratifying and
confirming all that said attorneys-in-fact or their substitutes may do or
cause to be done by virtue hereof.
Witness my hand on this 17th day of January, 1996.
/s/ William J. Armstrong
- ------------------------
William J. Armstrong
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that, the undersigned Trustee of Mutual Fund
Trust, a Massachusetts business trust, (the "Fund") constitutes and appoints
H. Richard Vartabedian and Fergus Reid, III as my and lawful
attorneys-in-fact, with full power of substitution and resubstitution, for me
and in my name, place and stead, in any and all capacities as a Trustee of the
Fund, to sign for me and in my name in the appropriate capacity, any and all
Registration Statement on Form N-14 of the Fund, any and all Amendments to
said Registration Statement and any supplements or other instruments in
connection therewith, and generally to do all such things in my name and
behalf in connection therewith as said attorneys-in-fact deem necessary or
appropriate, to comply with the provisions of the Securities Act of 1933, as
amended, and the Investment Company Act of 1940, as amended, and all related
requirements of the Securities and Exchange Commission, hereby ratifying and
confirming all that said attorneys-in-fact or their substitutes may do or
cause to be done by virtue hereof.
Witness my hand on this 15th day of January, 1996.
/s/ John R.H. Blum
- ------------------
John R.H. Blum
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that, the undersigned Trustee of Mutual Fund
Trust, a Massachusetts business trust, (the "Fund") constitutes and appoints
H. Richard Vartabedian and Fergus Reid, III as my and lawful
attorneys-in-fact, with full power of substitution and resubstitution, for me
and in my name, place and stead, in any and all capacities as a Trustee of the
Fund, to sign for me and in my name in the appropriate capacity, any and all
Registration Statement on Form N-14 of the Fund, any and all Amendments to
said Registration Statement and any supplements or other instruments in
connection therewith, and generally to do all such things in my name and
behalf in connection therewith as said attorneys-in-fact deem necessary or
appropriate, to comply with the provisions of the Securities Act of 1933, as
amended, and the Investment Company Act of 1940, as amended, and all related
requirements of the Securities and Exchange Commission, hereby ratifying and
confirming all that said attorneys-in-fact or their substitutes may do or
cause to be done by virtue hereof.
Witness my hand on this 15th day of January, 1996.
/s/ Joseph J. Harkins
- ---------------------
Joseph J. Harkins
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that, the undersigned Trustee of Mutual Fund
Trust, a Massachusetts business trust, (the "Fund") constitutes and appoints
H. Richard Vartabedian and Fergus Reid, III as my and lawful
attorneys-in-fact, with full power of substitution and resubstitution, for me
and in my name, place and stead, in any and all capacities as a Trustee of the
Fund, to sign for me and in my name in the appropriate capacity, any and all
Registration Statement on Form N-14 of the Fund, any and all Amendments to
said Registration Statement and any supplements or other instruments in
connection therewith, and generally to do all such things in my name and
behalf in connection therewith as said attorneys-in-fact deem necessary or
appropriate, to comply with the provisions of the Securities Act of 1933, as
amended, and the Investment Company Act of 1940, as amended, and all related
requirements of the Securities and Exchange Commission, hereby ratifying and
confirming all that said attorneys-in-fact or their substitutes may do or
cause to be done by virtue hereof.
Witness my hand on this 15th day of January, 1996.
/s/ Richard E. Ten Haken
- ------------------------
Richard E. Ten Haken
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that, the undersigned Trustee of Mutual Fund
Trust, a Massachusetts business trust, (the "Fund") constitutes and appoints
H. Richard Vartabedian and Fergus Reid, III as my and lawful
attorneys-in-fact, with full power of substitution and resubstitution, for me
and in my name, place and stead, in any and all capacities as a Trustee of the
Fund, to sign for me and in my name in the appropriate capacity, any and all
Registration Statement on Form N-14 of the Fund, any and all Amendments to
said Registration Statement and any supplements or other instruments in
connection therewith, and generally to do all such things in my name and
behalf in connection therewith as said attorneys-in-fact deem necessary or
appropriate, to comply with the provisions of the Securities Act of 1933, as
amended, and the Investment Company Act of 1940, as amended, and all related
requirements of the Securities and Exchange Commission, hereby ratifying and
confirming all that said attorneys-in-fact or their substitutes may do or
cause to be done by virtue hereof.
Witness my hand on this 14th day of January, 1996.
/s/ Stuart W. Cragin, JR.
- -------------------------
Stuart W. Cragin, Jr.
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that, the undersigned Trustee of Mutual Fund
Trust, a Massachusetts business trust, (the "Fund") constitutes and appoints
H. Richard Vartabedian and Fergus Reid, III as my and lawful
attorneys-in-fact, with full power of substitution and resubstitution, for me
and in my name, place and stead, in any and all capacities as a Trustee of the
Fund, to sign for me and in my name in the appropriate capacity, any and all
Registration Statement on Form N-14 of the Fund, any and all Amendments to
said Registration Statement and any supplements or other instruments in
connection therewith, and generally to do all such things in my name and
behalf in connection therewith as said attorneys-in-fact deem necessary or
appropriate, to comply with the provisions of the Securities Act of 1933, as
amended, and the Investment Company Act of 1940, as amended, and all related
requirements of the Securities and Exchange Commission, hereby ratifying and
confirming all that said attorneys-in-fact or their substitutes may do or
cause to be done by virtue hereof.
Witness my hand on this 15th day of January, 1996.
/s/ Irving L. Thode
- -----------------
Irving L. Thode
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that, the undersigned officer of Mutual Fund
Trust, a Massachusetts business trust, (the "Fund") constitutes and appoints
H. Richard Vartabedian and Fergus Reid, III as my and lawful
attorneys-in-fact, with full power of substitution and resubstitution, for me
and in my name, place and stead, in any and all capacities as an officer of
the Fund, to sign for me and in my name in the appropriate capacity, any and
all Registration Statement on Form N-14 of the Fund, any and all Amendments to
said Registration Statement and any supplements or other instruments in
connection therewith, and generally to do all such things in my name and
behalf in connection therewith as said attorneys-in-fact deem necessary or
appropriate, to comply with the provisions of the Securities Act of 1933, as
amended, and the Investment Company Act of 1940, as amended, and all related
requirements of the Securities and Exchange Commission, hereby ratifying and
confirming all that said attorneys-in-fact or their substitutes may do or
cause to be done by virtue hereof.
Witness my hand on this 30th day of January, 1996.
/s/ Martin R. Dean
- ------------------
Martin R. Dean
