As filed with the Securities and Exchange Commission on August 8, 2000
Registration No.333-42630
================================================================================
U.S. Securities and Exchange Commission
Washington, DC 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)
Exact Name of Registrant as Specified in Charter:
MUTUAL FUND TRUST
Area Code and Telephone Number:
1-800-34-VISTA
Address of Principal Executive Offices:
1211 Avenue of the Americas
41st Floor
New York, NY 10036
Name and Address of Agent for Service:
Lisa Hurley
BISYS Fund Services, Inc.
3435 Stelzer Road
Columbus, OH 43219
Copies to:
CYNTHIA G. COBDEN, ESQ.
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, NY 10017-3954
Approximate Date of Proposed Public Offering: As soon as practicable after the
Registration Statement becomes effective under the Securities Act of 1933.
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It is proposed that this filing will become effective on August 30, 2000
pursuant to Rule 488 under the Securities Act of 1933.
Calculation of Registration Fee under the Securities Act of 1933: No filing fee
is required because an indefinite number of shares have previously been
registered on Form N-1A (Registration No. 33 75250/811-8358) pursuant to Rule
24f-2 under the Investment Company Act of 1940, as amended. The Registrant's
Form 24f-2 for the fiscal year ended August 31, 1999 was filed on November 20,
1999. Pursuant to Rule 429, this Registration Statement relates to the aforesaid
Registration Statement on Form N-1A.
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MUTUAL FUND TRUST
FORM N-14
CROSS REFERENCE SHEET
PURSUANT TO RULE 481(a)
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Item No. Heading
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Part A
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1. Beginning of Registration Statement and
Outside Front Cover Page of Prospectus ............. Cover Page
2. Beginning and Outside ack Cover Page of
Prospectus ......................................... Table of Contents
3. Synopsis and Risk Factors .......................... Summary; Risk Factors
4. Information About the Transaction .................. Summary; Information Relating to the
Proposed Conversion
5. Information About the Registrant ................... Summary; Information Relating to the
Proposed Reorganization; Investment
Policies; Additional Information About
Prime Money Market Fund
6. Information About the Company Summary; Information Relating to the
Being Acquired ..................................... Proposed Reorganization; Investment
Policies; Additional Information About
Cash Management Fund
7. Voting Information ................................ Summary; Information Relating to Voting
Matters
8. Interest of Certain Persons
and Experts ........................................ Information Relating to Voting Matters
9. Additional Information Required
for Reoffering by Persons Deemed
to be Underwriters ................................. Inapplicable
Part B
------
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10. Cover Page ......................................... Statement of Additional Information;
Cover Page
11. Table of Contents .................................. Table of Contents
12. Additional Information ............................. Statement of Additional Information dated
December 29, 1999
13. Additional Information
About the Company Being
Acquired ........................................... Inapplicable
14. Financial Statements Financial Statements; Pro Forma Financial
Statements
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Part C
------
Items 15-17. Information required to be included in Part C is set forth under
the appropriate Item, so numbered, in Part C of this Registration Statement.
* Incorporated herein by reference thereto.
<PAGE>
Chase Vista Cash Management Fund
a series of Mutual Fund Trust
1211 Avenue of the Americas
41st Floor
New York, New York 10036
August 30, 2000
Dear Shareholder:
A special meeting of the shareholders of the Chase Vista Cash Management
Fund ("Cash Management Fund"), a series of Mutual Fund Trust ("MFT"), will be
held on October 5, 2000 at 11:00 a.m., Eastern time. Formal notice of the
meeting appears on the next page, followed by materials regarding the meeting.
At the special meeting (the "Meeting"), shareholders will be asked to
consider and vote upon the proposed reorganization of the Cash Management Fund
into the Chase Vista Prime Money Market Fund ("Prime Money Market Fund"),
another series of MFT (the "Reorganization"). After the Reorganization,
shareholders will hold an interest in the Prime Money Market Fund, which is also
advised by The Chase Manhattan Bank ("Chase"). MFT is comprised of 12
portfolios, each managed by Chase, consisting of tax-free income and money
market funds.
After the proposed Reorganization, your investment would be in a larger
combined fund with substantially similar investment policies, allowing the
resulting fund to take advantage of the operational and administrative
efficiencies that size offers.
The current investment adviser for both Cash Management Fund and Prime
Money Market Fund is Chase, and the sub-adviser for Prime Money Market Fund is
Chase Asset Management, Inc. ("CAM"). Cash Management Fund has no sub-adviser;
however the two Funds are managed by the same portfolio management team. After
the Reorganization, this team will continue to be responsible for the day-to-day
investment decisions for your portfolio. Prior to August 1, 2000, Chase Bank of
Texas, National Association ("CBT") was the sub-adviser for Cash Management Fund
and employed the same portfolio management team as CAM. On August 1, 2000, CBT
became a part of Chase through an unrelated reorganization. The investment
objective for Prime Money Market Fund is identical to that of Cash Management
Fund.
Please see the enclosed Combined Prospectus/Proxy Statement for detailed
information regarding the proposed Reorganization, a comparison of Prime Money
Market Fund and Cash Management Fund and a description of MFT. The cost and
expenses associated with the Reorganization, including costs of soliciting
proxies, will be borne by Chase and not by Cash Management Fund, Prime Money
Market Fund or their shareholders.
If approval to the Reorganization is obtained: You will automatically
receive shares in the new Prime Money Market Fund.
THE BOARD OF TRUSTEES OF MFT RECOMMENDS THAT YOU VOTE "FOR" THE PROPOSED
REORGANIZATION.
The proposal has been carefully reviewed by the Trustees of MFT, which has
approved the proposal. Please read the enclosed materials carefully. You may, of
course, attend the meeting in person if you wish, in which case the proxy can be
revoked by you at the Meeting.
Attached to this letter is a list of commonly asked questions. If you have
any additional questions on voting of proxies and/or the meeting agenda, please
call us at 1-800-34-VISTA.
A proxy card is enclosed for your use in the shareholder meeting. This card
represents shares you held as of the record date, August 18, 2000. IT IS
IMPORTANT THAT YOU COMPLETE, SIGN, AND RETURN YOUR PROXY CARD IN THE ENVELOPE
PROVIDED AS SOON AS POSSIBLE. This will ensure that your shares will be
represented at the Special Shareholders Meeting to be held on October 5, 2000.
Sincerely,
/s/ Fergus M. Reid
Fergus M. Reid
Chairman
SPECIAL NOTE: You may receive a telephone call from us to answer any
questions you may have or to provide assistance in voting. Remember, your vote
is important! Please sign, date and promptly mail your proxy card(s) in the
return envelope provided.
<PAGE>
Why is the Reorganization being proposed?
The Reorganization is being proposed to increase operational and
administrative efficiencies by combining two funds which have substantially
similar investment policies and which are managed by the same portfolio
management team.
If the Reorganization is approved, what will happen?
Under the Reorganization, Cash Management Fund would transfer all of its
assets and liabilities to Prime Money Market Fund and would receive, in
exchange, shares of Prime Money Market Fund. Cash Management Fund would then be
liquidated and the shares of Prime Money Market Fund would be distributed to
shareholders such as yourself. After the Reorganization, you would own an equal
number of shares in Prime Money Market Fund rather than Cash Management Fund.
What will be the effect on the investment strategies associated with my
investment if the proposed changes are approved?
Prime Money Market Fund has the same investment objective and a
substantially similar investment strategy to that of Cash Management Fund. The
only difference in investment policies between the two Funds is that the Cash
Management Fund is required to maintain a dollar-weighted average maturity of 90
days or less whereas the Prime Money Market Fund is required to maintain a
dollar-weighted average maturity of 60 days or less. Therefore, the
Reorganization is not intended to have any immediate significant impact on the
investment strategy implemented in respect of your investment.
How will the fees and expenses associated with my investment be affected?
There are not expected to be any differences between the expense structure
for Cash Management Fund and that of Prime Money Market Fund. If such
differences do arise, Chase has committed to waive fees payable to it and
reimburse expenses so that the total expense ratio will remain the same for at
least one year after the Reorganization.
Will there be any change in who manages my investment?
The same portfolio management team which manages the day-to-day investment
activities of Cash Management Fund also manages Prime Money Market Fund.
Who will pay for the Reorganization?
The costs and expenses associated with the Reorganization, including costs
of soliciting proxies, will be borne by Chase and not by either Cash Management
Fund or Prime Money Market Fund (or shareholders in either fund).
How will shareholder services change?
The same services are available to shareholders of both Cash Management
Fund and Prime Money Market Fund. You would continue to be able to purchase or
redeem your investment on a daily basis.
What if I do not vote or vote against the Reorganization, yet approval to the
Reorganization is obtained?
You will automatically receive shares in the new Prime Money Market Fund.
As a holder of shares of Cash Management Fund, what do I need to do? Please
read the enclosed Combined Prospectus/Proxy Statement and vote.
Your vote is important! Accordingly, please sign, date and mail the proxy
card(s) promptly in the enclosed return envelope as soon as possible after
reviewing the enclosed Combined Prospectus/Proxy Statement.
May I attend the Meeting in person?
Yes, you may attend the Meeting in person. If you complete a proxy card and
subsequently attend the Meeting, your proxy can be revoked. Therefore, to ensure
that your vote is counted, I strongly urge you to mail us your signed, dated and
completed proxy card(s) even if you plan to attend the Meeting.
<PAGE>
Cash Management Fund,
a series of Mutual Fund Trust
1211 Avenue of the Americas
41st Floor
New York, New York 10036
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To be held on October 5, 2000
To the Shareholders of Cash Management Fund:
NOTICE IS HEREBY GIVEN THAT a Special Meeting of the shareholders
("Shareholders") of Cash Management Fund ("Cash Management Fund"), a series of
Mutual Fund Trust ("MFT"), will be held at the offices of The Chase Manhattan
Bank, 1211 Avenue of the Americas, 41st Floor, New York, New York, 10036, on
October 5, 2000 at 11:00 a.m., (Eastern time) for the following purposes:
ITEM 1. To consider and act upon a proposal to approve an Agreement and
Plan of Reorganization (the "Reorganization Plan") by and between
MFT, on behalf of Cash Management Fund, and MFT, on behalf of Prime
Money Market Fund, and the transactions contemplated thereby,
including (a) the transfer of all of the assets and liabilities of
Cash Management Fund to Prime Money Market Fund, another series of
MFT ("Prime Money Market Fund") in exchange for (i) Vista Class
Shares of Prime Money Market Fund (the "Vista Class Shares"), (ii)
Premier Class Shares of Prime Money Market Fund (the "Premier Class
Shares") and (iii) Institutional Class Shares of Prime Money Market
Fund ("Institutional Class Shares" and, together with the Vista Class
Shares and Premier Class Shares, the "Prime Shares"), as applicable;
and (b) the distribution of such Prime Shares to the Shareholders of
Cash Management Fund in connection with its liquidation.
ITEM 2. To transact such other business as may properly come before the
Special Meeting or any adjournment(s) thereof.
YOUR FUND TRUSTEES RECOMMEND THAT YOU VOTE IN FAVOR OF ITEM 1.
The proposed reorganization and related matters are described in the
attached Combined Prospectus/Proxy Statement. Attached as Appendix A to the
Combined Prospectus/Proxy Statement is a copy of the Reorganization Plan.
Shareholders of record as of the close of business on August 18, 2000 are
entitled to notice of, and to vote at, the Special Meeting or any adjournment(s)
thereof.
SHAREHOLDERS ARE REQUESTED TO EXECUTE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE THE ACCOMPANYING PROXY CARD, WHICH IS BEING SOLICITED BY THE BOARD OF
TRUSTEES OF MFT. THIS IS IMPORTANT TO ENSURE A QUORUM AT THE SPECIAL MEETING.
PROXIES MAY BE REVOKED AT ANY TIME BEFORE THEY ARE EXERCISED BY SUBMITTING TO
CASH MANAGEMENT FUND A WRITTEN NOTICE OF REVOCATION OR A SUBSEQUENTLY EXECUTED
PROXY OR BY ATTENDING THE SPECIAL MEETING AND VOTING IN PERSON.
/s/ Lisa Hurley
Lisa Hurley
Secretary
August 30, 2000
<PAGE>
Combined Prospectus/Proxy Statement
dated August 30, 2000
Acquisition of the Assets and Liabilities of
CASH MANAGEMENT FUND,
a series of Mutual Fund Trust
1211 Avenue of the Americas
41st Floor
New York, New York 10036
(800) 441-7762
By and in Exchange for Shares of
PRIME MONEY MARKET FUND,
a series of Mutual Fund Trust
1211 Avenue of the Americas
41st Floor
New York, New York 10036
(800) 441-7762
This Combined Prospectus/Proxy Statement relates to the proposed
reorganization of Cash Management Fund ("Cash Management Fund") into another
series of Mutual Fund Trust ("MFT"). If approved by shareholders, the proposed
reorganization would be effected by transferring all of the assets and
liabilities of Cash Management Fund, which is currently a series of MFT, to
Prime Money Market Fund ("Prime Money Market Fund"), a series of MFT having
substantially similar investment objectives and policies as Cash Management Fund
in exchange for shares in Prime Money Market Fund (the "Reorganization"). MFT is
an open-end management investment company offering shares in several portfolios,
and, in most cases, multiple classes of shares in each such portfolio.
Under the proposed Reorganization, each shareholder of Cash Management Fund
(the "Cash Management Shareholders") would receive shares in Prime Money Market
Fund with a value equal to such Cash Management Shareholder's holdings in Cash
Management Fund. Holders of Vista Class Shares in Cash Management Fund would
receive Vista Class Shares in Prime Money Market Fund, holders of the Premier
Class Shares in Cash Management Fund would receive Premier Class Shares in Prime
Money Market Fund and holders of Institutional Class Shares in Cash Management
Fund would receive Institutional Class Shares in Prime Money Market Fund.
Therefore, as a result of the proposed Reorganization, current Cash Management
Shareholders will become shareholders in Prime Money Market Fund.
MFT is registered as an open-end management investment company under the
1940 Act and currently has 12 series of mutual fund portfolios. The Chase
Manhattan Bank ("Chase") currently serves as investment adviser for both Cash
Management Fund and Prime Money Market Fund. Chase Asset Management Inc. ("CAM")
serves as sub-adviser for Prime Money Market Fund. Prior to August 1, 2000,
Chase Bank of Texas, National Association ("CBT") was the sub-adviser for Cash
Management Fund and employed the same portfolio management team as CAM. On
August 1, 2000, CBT became a part of Chase through an unrelated reorganization.
The terms and conditions of these transactions are more fully described in
this Combined Prospectus/Proxy Statement and in the Agreement and Plan of
Reorganization (the "Reorganization Plan") between MFT, on behalf of Cash
Management Fund, and MFT, on behalf of Prime Money Market Fund, attached hereto
as Appendix A.
The Board of Trustees for MFT is soliciting proxies in connection with a
Special Meeting (the "Meeting") of Cash Management Shareholders to be held on
October 5, 2000 at 11:00 a.m. (Eastern time) at the offices of The Chase
Manhattan Bank, 1211 Avenue of the Americas, 41st Floor, New York, New York,
10036, at which meeting Cash Management Shareholders will be asked to consider
and approve the proposed Reorganization Plan and vote on certain other matters
related to the Reorganization. This Combined Prospectus/Proxy Statement
constitutes the Proxy Statement of Cash Management Fund for the meeting of its
shareholders and MFT's Prospectus for Prime Money Market Fund Shares that have
been registered with the SEC and are to be issued in connection with the
Reorganization.
This Combined Prospectus/Proxy Statement, which should be retained for
future reference, sets forth concisely the information about MFT that a
prospective investor should know before voting on the Reorganization Plan (and
related transactions). A copy of the current prospectuses for Cash Management
Fund
<PAGE>
and Prime Money Market Fund are incorporated herein by reference and may be
obtained without charge by writing to MFT at its address noted above or by
calling 1-800-34-VISTA. A statement of additional information dated December 29,
1999 (the "Statement of Additional Information") containing additional
information about MFT has been filed with the Securities and Exchange Commission
(the "Commission") and is incorporated by reference into this Combined
Prospectus/Proxy Statement. A copy of the Statement of Additional Information is
incorporated herein by reference and may be obtained without charge by writing
to MFT at its address noted above or by calling 1-800-34-VISTA.
This Combined Prospectus/Proxy Statement is expected to first be sent to
Cash Management Shareholders on or about August 30, 2000.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS COMBINED PROSPECTUS/PROXY STATEMENT. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS COMBINED PROXY
STATEMENT/PROSPECTUS AND IN THE MATERIALS EXPRESSLY INCORPORATED HEREIN BY
REFERENCE AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY MFT.
INVESTMENTS IN MFT PORTFOLIOS ARE SUBJECT TO RISK--INCLUDING THE POSSIBLE
LOSS OF PRINCIPAL. NO SHARES IN ANY MFT PORTFOLIOS ARE BANK DEPOSITS OR
OBLIGATIONS OF, OR GUARANTEED OR ENDORSED BY, THE CHASE MANHATTAN BANK OR ANY OF
ITS AFFILIATES NOR ARE SUCH SHARES 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.
NO INVESTMENT IN ANY MFT PORTFOLIO IS EITHER INSURED OR 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.
<PAGE>
TABLE OF CONTENTS
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Page
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INTRODUCTION ....................................................... 1
General ........................................................... 1
Record Date; Share Information .................................... 1
Proxies ........................................................... 1
Expenses of Proxy Solicitation .................................... 2
Vote Required ..................................................... 2
SUMMARY ............................................................ 2
Proposed Transaction .............................................. 2
Investment Advisors ............................................... 3
Reasons for the Reorganization .................................... 3
Federal Income Tax Consequences ................................... 3
Investment Objectives and Policies ................................ 3
Additional Trust Portfolios ....................................... 3
Principal Risks of Investing in Prime Money Market Fund ........... 3
Certain Arrangements with Service Providers ....................... 4
Organization ...................................................... 4
Purchases, Redemptions and Exchanges .............................. 4
COMPARATIVE FEE AND EXPENSE TABLES ................................. 5
RISK FACTORS ....................................................... 7
INFORMATION RELATING TO THE PROPOSED REORGANIZATION ................ 7
General ........................................................... 7
Description of the Reorganization Plan ............................ 7
Board Considerations .............................................. 8
Federal Income Tax Consequences ................................... 9
Capitalization .................................................... 9
INVESTMENT POLICIES ................................................ 10
Objective ......................................................... 10
Main Investment Strategy .......................................... 10
Investment Restrictions ........................................... 11
PURCHASES, REDEMPTIONS AND EXCHANGES ............................... 12
Buying Fund Shares ................................................ 12
Selling Fund Shares ............................................... 13
Exchanging Fund Shares ............................................ 14
Other Information Concerning the Funds ............................ 14
DISTRIBUTIONS AND TAXES ............................................ 15
COMPARISON OF THE ORGANIZATIONAL STRUCTURE OF CASH MANAGEMENT FUND
AND PRIME MONEY MARKET FUND ....................................... 15
Structure of the Prime Money Market Fund .......................... 15
Trustees and Officers of MFT ...................................... 15
Shares of Funds ................................................... 15
Shareholder Voting Rights ......................................... 16
Shareholder Liability ............................................. 16
Liability of Directors and Trustees ............................... 16
INFORMATION RELATING TO THE ADVISORY CONTRACTS ..................... 16
General Information ............................................... 16
Description of Chase .............................................. 16
Portfolio Transactions and Brokerage Commissions .................. 17
Description of CAM ................................................ 18
Description of the Subadvisory Agreement .......................... 18
INFORMATION RELATING TO THE MFT BOARD .............................. 19
General Information ............................................... 19
Transactions with and Remuneration of Trustees and Officers ....... 21
INFORMATION RELATING TO VOTING MATTERS ............................. 21
General Information ............................................... 21
Shareholder Approvals ............................................. 21
Interested Parties ................................................ 21
ADDITIONAL INFORMATION ABOUT MFT ................................... 22
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FINANCIAL STATEMENTS AND EXPERTS ................................... 22
OTHER BUSINESS ..................................................... 22
LITIGATION ......................................................... 22
SHAREHOLDER INQUIRIES .............................................. 23
Appendix A--Agreement and Plan of Reorganization .................. A-1
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<PAGE>
INTRODUCTION
General
This Combined Prospectus/Proxy Statement is being furnished to the
shareholders of Cash Management Fund ("Cash Management Fund"), a portfolio of
Mutual Fund Trust ("MFT"), an open-end management investment company, in
connection with the solicitation by the Board of Trustees ("MFT Board") of MFT
of proxies to be used at a Special Meeting of Shareholders of Cash Management
Fund to be held on October 5, 2000 at 11:00 a.m. (Eastern time) at the offices
of The Chase Manhattan Bank, 1211 Avenue of the Americas, 41st Floor, New York,
New York, 10036 (together with any adjournments thereof, the "Meeting"). It is
expected that the mailing of this Combined Prospectus/Proxy Statement will be
made on or about August 30, 2000.
Proposal 1: Reorganization Plan
At the Meeting, Cash Management Fund shareholders (the "Cash Management
Shareholders") will consider and vote upon an Agreement and Plan of
Reorganization (the "Reorganization Plan") dated [_______], 2000 between MFT, on
behalf of Cash Management Fund, and MFT, on behalf of Prime Money Market Fund
(the "Prime Money Market Fund" and, together with Cash Management Fund, the
"Funds"), pursuant to which all of the assets and liabilities of Cash Management
Fund will be transferred to Prime Money Market Fund in exchange for shares (the
"Prime Money Market Fund Shares") of Prime Money Market Fund. As a result of
this transaction (the "Reorganization"), Cash Management Shareholders will
become shareholders of Prime Money Market Fund and will receive Prime Money
Market Fund Shares equal in value to their holdings in Cash Management Fund on
the date of the Reorganization. Prime Money Market Fund Shares will be issued at
net asset value without an initial sales charge. Further information relating to
Prime Money Market Fund is set forth herein. The proposed Reorganization is
occasionally referred to herein as the "Proposal".
THE MFT BOARD HAS RECOMMENDED THAT SHAREHOLDERS
VOTE "FOR" THE PROPOSAL
Record Date; Share Information
The record date (the "Record Date") for the determination of the Cash
Management Shareholders entitled to notice of, and to vote at, the Meeting is
the close of business on August 18, 2000. As of the Record Date, there were
[________] shares (the "Cash Management Fund Shares") of Cash Management Fund
issued and outstanding. Cash Management Shareholders on the Record Date are
entitled to one vote per share on each matter submitted to a vote at the
Meeting. As of the Record Date, the following persons were known to own of
record or beneficially 5% or more of any class of outstanding Cash Management
Fund Shares: [______ , ______ , ______ ]
As of the Record Date, the officers and members of the MFT Board
beneficially owned less than 1% of the outstanding Cash Management Fund Shares.
The presence in person or by proxy of Shareholders that own a majority of
the outstanding Cash Management Fund Shares will constitute a quorum for
purposes of transacting all business at the Meeting. If a quorum is not present
at the Meeting, sufficient votes in favor of the Reorganization are not received
by the time scheduled for the Meeting, or the Cash Management Shareholders
determine to adjourn the Meeting for any other reason, the Cash Management
Shareholders present (in person or proxy) may adjourn the Meeting from time to
time, without notice other than announcement at the Meeting. Any such
adjournment will require the affirmative vote of Cash Management Shareholders
holding a majority of the Cash Management Fund Shares present, in person or by
proxy, at the Meeting. The persons named in the proxy will vote in favor of such
adjournment those Cash Management Fund Shares that they are entitled to vote if
such adjournment is necessary to obtain a quorum or if they determine such an
adjournment is desirable for any other reason. Business may be conducted once a
quorum is present and may continue until adjournment of the Meeting
notwithstanding the withdrawal or temporary absence of sufficient Cash
Management Fund Shares to reduce the number present to less than a quorum.
Proxies
All Cash Management Fund Shares represented by each properly signed proxy
received prior to the Meeting will be voted at the Meeting. If a Cash Management
Shareholder specifies how the proxy is to be voted on any of the business to
come before the Meeting, it will be voted in accordance with such
specifications. If a Cash Management Shareholder returns its proxy but no
direction is made on the proxy, the proxy will be voted FOR each of the
proposals described in this Proxy Statement. Cash Management Shareholders voting
to ABSTAIN on a proposal will be treated as present for purposes of achieving a
quorum
1
<PAGE>
and in determining the votes cast on the proposal, but not as having voted FOR
the proposal. A properly signed proxy on which a broker has indicated that it
has no authority to vote on a proposal on behalf of the beneficial owner (a
"broker non-vote") will be treated as present for purposes of achieving a quorum
and will be counted as a vote against the proposal.
A proxy granted by any Cash Management Shareholder may be revoked by such
Cash Management Shareholder at any time prior to its use by written notice to
MFT, by submission of a later dated proxy or by voting in person at the Meeting.
If any other matters come before the Meeting, proxies will be voted by the
persons named as proxies in accordance with their best judgment.
Expenses of Proxy Solicitation
Chase, and not Cash Management Fund or Prime Money Market Fund, will bear
the cost of solicitation of proxies, including the cost of printing, preparing,
assembling and mailing the Notice of Meeting, Combined Prospectus/Proxy
Statement and form of proxy. In addition to solicitations by mail, proxies may
also be solicited by officers and regular employees of MFT by personal
interview, by telephone or by telegraph without additional remuneration
therefor. Professional solicitors may also be retained.
Vote Required
Approval of the Reorganization Plan by the Cash Management Shareholders
requires the affirmative vote of the lesser of (i) 67% or more of the Cash
Management Fund Shares present at the Meeting and (ii) more than 50% of all
outstanding Cash Management Fund Shares. If the Reorganization Plan is not
approved by Cash Management Shareholders, Cash Management Fund will continue in
existence.
SUMMARY
The following is a summary of certain information relating to the proposed
Reorganization, the parties thereto and the transactions contemplated thereby,
and is qualified by reference to the more complete information contained
elsewhere in this Combined Prospectus/Proxy Statement, the Prospectus and
Statement of Additional Information in respect of the Prime Money Market Fund
Shares, and the Reorganization Plan attached to this Combined Prospectus/Proxy
Statement as Appendix A. Cash Management Fund's and Prime Money Market Fund's
Semi-Annual Report to Shareholders and their Annual Report to Shareholders may
be obtained free of charge by calling 1-800-34-VISTA or writing 1211 Avenue of
the Americas, 41st Floor, New York, New York 10036.
Proposed Transaction
Pursuant to the proposed Reorganization Plan, Cash Management Fund, an
existing series of MFT, will transfer all of its assets and liabilities to Prime
Money Market Fund in exchange for shares in Prime Money Market Fund, another
existing series of MFT.
Under the proposed Reorganization, each Cash Management Fund Shareholder
will receive a number of Prime Money Market Fund Shares with an aggregate net
asset value equal on the date of the exchange to the aggregate net asset value
of such shareholder's shares in Cash Management Shares on such date. Holders of
Vista Class Shares in Cash Management Fund would receive Vista Class Shares in
Prime Money Market Fund, holders of the Premier Class Shares in Cash Management
Fund would receive Premier Class Shares in Prime Money Market Fund, and holders
of Institutional Class Shares in Cash Management Fund would receive
Institutional Class Shares in Prime Money Market Fund. Therefore, following the
proposed Reorganization, Cash Management Shareholders will be shareholders of
Prime Money Market Fund.
Prime Money Market Fund has investment objectives, policies and
restrictions substantially similar to Cash Management Fund. In addition, Prime
Money Market Fund has identical purchase, redemption and dividend policies as
Cash Management Fund.
Based upon their evaluation of the relevant information presented to them,
including an analysis of the operation of Prime Money Market Fund both before
and after the Reorganization, and in consideration of the fact that the
Reorganization will be tax-free, and in light of their fiduciary duties under
federal and state law, the MFT Board, including a majority of its members who
are not "interested persons" within the meaning of the 1940 Act, have determined
that the proposed Reorganization is in the best interests of each Fund's
respective shareholders and that the interests of such shareholders will not be
diluted as a result of such Reorganization.
2
<PAGE>
Investment Advisors
The investment adviser to both Cash Management Fund and Prime Money Market
Fund is The Chase Manhattan Bank ("Chase"). Chase is an indirect wholly-owned
subsidiary of The Chase Manhattan Corporation. In addition, Chase Asset
Management, Inc. ("CAM"), a wholly-owned subsidiary of Chase, serves as the
sub-investment adviser to Prime Money Market Fund pursuant to an agreement with
Chase and manages Prime Money Market Fund on a day-to-day basis. The same
portfolio management team which manages the Cash Management Fund manages and
will continue to manage the Prime Money Market Fund. Prior to August 1, 2000,
Chase Bank of Texas, National Association ("CBT") was the sub-adviser for Cash
Management Fund and employed the same portfolio management team as CAM. On
August 1, 2000, CBT became a part of Chase through an unrelated reorganization.
Reasons for the Reorganization
The MFT Board decided to merge Cash Management Fund into Prime Money Market
Fund, both of which have substantially similar investment policies, to create
operational and administrative efficiencies. In addition, the Prime Money Market
Fund offers investors a "AAA" rating by Standard & Poor's Rating Services, a
division of The McGraw-Hill Companies, Inc. ("S&P") and "Aaa" by Moody's
Investors Service, Inc., as well as NAIC-Class 1 approval from the National
Association of Insurance Commissioners ("NAIC"). Cash Management Fund is not
rated. The ratings from S&P and Moody's were made at the request of MFT and are
historical and based upon Prime Money Market Fund's credit quality, market price
exposure and management. The ratings signify that Prime Money Market Fund's
safety is excellent and that it has a superior capacity to maintain a $1.00 net
asset value per share. The NAIC's approval indicates that Prime Money Market
Fund meets certain pricing and quality guidelines of the NAIC.
Federal Income Tax Consequences
Simpson Thacher & Bartlett, counsel to MFT, will issue an opinion (based on
certain assumptions) as of the effective time of the Reorganization to the
effect that the transaction will not give rise to the recognition of income,
gain or loss for federal income tax purposes to Cash Management Fund, Prime
Money Market Fund or their respective shareholders. A shareholder's holding
period and tax basis of the Prime Money Market Fund Shares will be the same as
the holding period and tax cost basis of such shareholder's Cash Management Fund
Shares. In addition, the holding period and tax basis of those assets owned by
Cash Management Fund transferred to Prime Money Market Fund will be identical
for Cash Management Fund. See "Information Relating to the Proposed
Reorganization--Federal Income Tax Consequences."
Investment Objectives and Policies
The investment objective of both Cash Management Fund and Prime Money
Market Fund is to seek to provide the highest possible level of current income
while still maintaining liquidity and preserving capital. The investment
policies of the two Funds are substantially similar. The only difference is that
Cash Management Fund is required to maintain a dollar-weighted average maturity
of 90 days or less whereas Prime Money Market Fund is required to maintain a
dollar-weighted average maturity of 60 days or less.
Additional Trust Portfolios
In addition to Cash Management Fund and Prime Money Market Fund, MFT
currently offers ten additional portfolios:
<TABLE>
<S> <C>
100% U.S. Treasury Securities Money Market Fund Treasury Plus Money Market Fund
Federal Money Market Fund U.S. Government Money Market Fund
Tax Free Money Market Fund New York Tax Free Money Market Fund
California Tax Free Money Market Fund Tax Free Income Fund
New York Tax Free Income Fund California Intermediate Tax Free Fund
</TABLE>
Detailed descriptions of each MFT portfolio can be found in the MFT
Prospectuses and Statement of Additional Information and are hereby incorporated
by reference. MFT may add or subtract additional portfolios from time to time in
the future.
Principal Risks of Investing in Prime Money Market Fund
The following discussion highlights the principal risk factors associated
with an investment in Prime Money Market Fund and is qualified in its entirety
by the more extensive discussion of risk factors set forth below under "Risk
Factors" and "Investment Policies" and in the Prospectus and Statement of
Additional Information of Prime Money Market Fund, which are incorporated herein
by reference. Because of the similarities of investment objectives, policies and
restrictions for Prime Money Market Fund and Cash
3
<PAGE>
Management Fund, the risks associated with an investment in Cash Management Fund
are generally the same as those associated with an investment in Prime Money
Market Fund, as described more fully below. These investment risks, in general,
are those typically associated with investing in a managed portfolio of money
market securities, including fluctuations in individual money market investments
as well as general market volatility. In particular, Prime Money Market Fund may
concentrate its investments in the banking industry. In addition, Prime Money
Market Fund may invest in securities of foreign banks and other foreign issuers,
which may entail unique risks. There can be no assurance that either Fund will
be able to maintain a stable net asset value.
Certain Arrangements with Service Providers
Advisory Services
The investment adviser for both Cash Management Fund and Prime Money Market
Fund is Chase. Chase oversees the asset management and administration of both
Cash Management Fund and Prime Money Market Fund. As compensation for its
services, Chase receives a management fee from each of Cash Management Fund and
Prime Money Market Fund at an annual rate of 0.10% of their respective average
daily net assets. A portion of the fee generated with respect to Prime Money
Market Fund is used to pay CAM, Prime Money Market Fund's sub-adviser.
Pursuant to the terms of an advisory agreement between Chase and MFT (the
"Advisory Agreement"), and subject to the general supervision of the MFT Board,
Chase is responsible for making decisions with respect to, and placing orders
for, all purchases and sales of the portfolio securities of Cash Management Fund
and Prime Money Market Fund. Pursuant to an investment sub-advisory agreement
between Chase and CAM (the "Subadvisory Agreement"), Chase delegates certain of
these responsibilities to CAM with respect to Prime Money Market Fund. For the
investment sub-advisory services rendered to Prime Money Market Fund and Chase,
CAM is entitled to receive from Chase an annual fee of 0.03% of Prime Money
Market Fund's average net assets.
Other Services
Vista Fund Distributors, Inc. ("VFD"), a wholly owned, indirect subsidiary
of BISYS Fund Services is the distributor for both Cash Management Fund and
Prime Money Market Fund. VFD is unaffiliated with Chase.
Chase serves as administrator, fund accountant and custodian for both Cash
Management Fund and Prime Money Market Fund. The services provided by Chase
include day-to-day maintenance of certain books and records, calculation of the
offering price of the shares and preparation of reports. In its role as
custodian, Chase is responsible for the daily safekeeping of securities and cash
held by both Cash Management Fund and Prime Money Market Fund.
PricewaterhouseCoopers LLP ("PwC") serves as both Cash Management Fund's
and Prime Money Market Fund's independent accountant, auditing and reporting on
the annual financial statements of each Fund and reviewing certain regulatory
reports and each Fund's federal income tax returns. PwC also performs other
professional accounting, auditing, tax and advisory services when MFT engages it
to do so.
Organization
MFT is organized as a Massachusetts business trust and Cash Management Fund
and Prime Money Market Fund are both organized as series of MFT.
Purchases, Redemptions and Exchanges
The procedures for making purchases, redemptions and exchanges of shares of
Prime Money Market Fund are identical to those with respect to shares of Cash
Management Fund.
4
<PAGE>
COMPARATIVE FEE AND EXPENSE TABLES
The tables below show (i) information regarding the fees and expenses for
Prime Money Market Fund and Cash Management Fund that reflect current expense
arrangements and (ii) estimated fees and expenses on a pro forma basis for Prime
Money Market Fund after giving effect to the proposed Reorganization. The table
indicates that total operating expenses for current Cash Management Shareholders
are anticipated to be the same following the Reorganization.
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------
Prime Money Market Fund
-----------------------------------------------------------------------------------------
Vista Premier Institutional
Class Class Class
Shares Shares Shares
-----------------------------------------------------------------------------------------
<S> <C> <C> <C>
SHAREHOLDER FEES
(fees paid directly from your investment) None None None
-----------------------------------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES
(expenses that are deducted from Fund assets)
(as a percentage of average net assets)
-----------------------------------------------------------------------------------------
Management Fees 0.10% 0.10% 0.10%
-----------------------------------------------------------------------------------------
Distribution (12b-1) Fees None None None
-----------------------------------------------------------------------------------------
Other Expenses 0.53% 0.40% 0.24%
Total Annual Fund Operating Expenses 0.63% 0.50% 0.34%
-----------------------------------------------------------------------------------------
</TABLE>
The actual Other Expenses for Vista Class, Premier Class and Institutional
Class shares of Prime Money Market Fund are currently expected to be 0.49%,
0.35% and 0.16%, respectively, such that Total Annual Fund Operating Expenses
are not expected to exceed 0.59%, 0.45% and 0.26%, respectively. That is because
Chase and some of the other service providers have volunteered not to collect a
portion of their fees and to reimburse others. Chase and these other service
providers may terminate this arrangement at any time.
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------
Cash Management Fund
-----------------------------------------------------------------------------------------
Vista Premier Institutional
Class Class Class
Shares Shares Shares
-----------------------------------------------------------------------------------------
<S> <C> <C> <C>
SHAREHOLDER FEES
(fees paid directly from your investment) None None None
-----------------------------------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES
(expenses that are deducted from Fund assets)
(as a percentage of average net assets)
-----------------------------------------------------------------------------------------
Management Fees 0.10% 0.10% 0.10%
-----------------------------------------------------------------------------------------
Distribution (12b-1) Fees None None None
-----------------------------------------------------------------------------------------
Other Expenses 0.51% 0.40% 0.23%
-----------------------------------------------------------------------------------------
Total Annual Fund Operating Expenses 0.61% 0.50% 0.33%
-----------------------------------------------------------------------------------------
</TABLE>
The actual Other Expenses for Vista Class, Premier Class and Institutional
Class shares of Cash Management Fund are currently expected to be 0.49%, 0.35%
and 0.16%, respectively, such that Total Annual Fund Operating Expenses are not
expected to exceed 0.59%, 0.45% and 0.26%, respectively. That is because Chase
and some of the other service providers have volunteered not to collect a
portion of their fees and to reimburse others. Chase and these other service
providers may terminate this arrangement at any time.
5
<PAGE>
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------
Prime Money Market Fund
-----------------------------------------------------------------------------------------
Vista Premier Institutional
Class Class Class
Shares Shares Shares
-----------------------------------------------------------------------------------------
<S> <C> <C> <C>
SHAREHOLDER FEES
(fees paid directly from your investment) None None None
-----------------------------------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES
(expenses that are deducted from Fund assets)
(as a percentage of average net assets)
-----------------------------------------------------------------------------------------
Management Fees 0.10% 0.10% 0.10%
-----------------------------------------------------------------------------------------
Distribution (12b-1) Fees None None None
-----------------------------------------------------------------------------------------
Other Expenses 0.51% 0.40% 0.23%
-----------------------------------------------------------------------------------------
Total Annual Fund Operating Expenses 0.61% 0.50% 0.33%
<-----------------------------------------------------------------------------------------
</TABLE>
The actual Other Expenses for Vista Class, Premier Class and Institutional
Class shares of Prime Money Market Fund, after giving effect to the proposed
Reorganization, are expected to be 0.49%, 0.35% and 0.16%, respectively, such
that the Total Annual Fund Operating Expenses for Vista Class, Premier Class and
Institutional Class are not expected to exceed 0.59%, 0.45% and 0.26%,
respectively. That is because Chase and some of the other service providers have
volunteered not to collect a portion of their fees and to reimburse others.
Chase and these other service providers may terminate this arrangement at any
time.
The tables do not reflect charges or credits which investors might incur if
they invest through a financial institution.
Example: This example helps investors compare the cost of investing in
each Fund with the cost of investing in other mutual funds. The example
assumes:
o you invest $10,000;
o you sell all your shares at the end of the period;
o your investment has a 5% return each year; and
o each Fund's operating expenses are not waived and remain the same as
shown above.
Although actual costs may be higher or lower, based upon these assumptions
your costs would be:
<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------
<S> <C> <C> <C> <C>
Prime Money Market Fund
Vista Class Shares $64 $202 $351 $786
Premier Class Shares $51 $160 $280 $628
Institutional Class Shares $35 $109 $191 $431
Cash Management Fund
Vista Class Shares $62 $195 $340 $762
Premier Class Shares $51 $160 $280 $628
Institutional Class Shares $34 $106 $185 $418
Pro Forma Prime Money Market Fund
Vista Class Shares $62 $195 $340 $762
Premier Class Shares $51 $160 $280 $628
Institutional Class Shares $34 $106 $185 $418
</TABLE>
6
<PAGE>
RISK FACTORS
The following discussion highlights the principal risk factors associated
with an investment in Prime Money Market Fund. Prime Money Market Fund has
investment policies and investment restrictions substantially similar to Cash
Management Fund. Therefore, there should be no material difference between the
risk factors associated with Prime Money Market Fund and Cash Management Fund.
This discussion is qualified in its entirety by the more extensive discussion of
risk factors set forth in the Prospectus and Statement of Additional Information
of Prime Money Market Fund, which are incorporated herein by reference.
Prime Money Market Fund attempts to keep its net asset value constant, but
there is no guarantee it will be able to do so.
The value of money market investments tends to fall when prevailing
interest rates rise, although they are generally less sensitive to interest rate
changes than longer-term securities.
Repurchase agreements involve some risk to Prime Money Market Fund if the
other party does not live up to its obligations under the agreement.
Prime Money Market Fund's ability to concentrate its investments in the
banking industry could increase risks. The profitability of banks depends
largely on the availability and cost of funds, which can change depending upon
economic conditions. Banks are also exposed to losses if borrowers get into
financial trouble and cannot repay their loans.
Investments in foreign banks and other foreign issuers may be riskier than
investments in the United States. That could be, in part, because of difficulty
converting investments into cash, political and economic instability, the
imposition of government controls, or regulations that do not match U.S.
standards.
Although Prime Money Market Fund seeks to be fully invested, it may at
times hold some of its assets in cash. This would hurt Prime Money Market Fund's
performance.
Investments in Prime Money Market Fund are not bank deposits or obligations
of, or guaranteed or endorsed by, The Chase Manhattan Bank or any of its
affiliates and are not insured by the FDIC, the Federal Reserve Board or any
other government agency.
Although Prime Money Market Fund seeks to preserve the value of your
investment at $1.00 per share, it is possible to lose money by investing in
Prime Money Market Fund.
Securities in Prime Money Market Fund's portfolio may not earn as high a
current income as longer term or lower-quality securities.
INFORMATION RELATING TO THE PROPOSED REORGANIZATION
General
The terms and conditions under which the Reorganization may be consummated
are set forth in the Reorganization Plan. Significant provisions of the
Reorganization Plan are summarized below; however, this summary is qualified in
its entirety by reference to the Reorganization Plan, a copy of which is
attached as Appendix A to this Combined Prospectus/Proxy Statement and which is
incorporated herein by reference.
Description of the Reorganization Plan
The Reorganization Plan provides that at the Effective Time (as defined in
the Reorganization Plan) of the Reorganization, the assets and liabilities of
Cash Management Fund will be transferred to and assumed by Prime Money Market
Fund. In exchange for the transfer of the assets, and the assumption of the
liabilities, of Cash Management Fund, MFT will issue at the Effective Time of
the Reorganization full and fractional (a) Vista Class Shares of Prime Money
Market Fund equal in aggregate dollar value to the aggregate net assets value of
full and fractional outstanding Vista Class Shares of Cash Management Fund, (b)
Premier Class Shares of Prime Money Market Fund equal in aggregate dollar value
to the aggregate net assets value of full and fractional outstanding Premier
Class Shares of Cash Management Fund and (c) Institutional Class Shares of Prime
Money Market Fund equal in aggregate dollar value to the aggregate net assets
value of full and fractional outstanding Institutional Class Shares of Cash
Management Fund, in each case as determined at the valuation time specified in
the Reorganization Plan. The Reorganization Plan provides that Cash Management
Fund will declare a dividend or dividends prior to the Effective Time of the
Reorganization which, together with all previous dividends, will have the effect
of distributing to the Cash Management Shareholders all undistributed net
investment income earned and net capital gains realized up to and including the
Effective Time of the Reorganization.
7
<PAGE>
Following the transfer of assets to, and the assumption of the liabilities
of Cash Management Fund by, Prime Money Market Fund, Cash Management Fund will
distribute Prime Money Market Fund Shares received from MFT to the Cash
Management Shareholders in liquidation of Cash Management Fund. Each Cash
Management Shareholder at the Effective Time of the Reorganization will receive
an amount of Vista Class Shares, Premier Class Shares or Institutional Class
Shares, as the case may be, with a total net asset value equal to the net asset
value of their Cash Management Fund Shares, plus the right to receive any
dividends or distributions which were declared before the Effective Time of the
Reorganization but that remained unpaid at that time with respect to the Cash
Management Fund Shares.
Prime Money Market Fund expects to maintain most of the portfolio
investments of Cash Management Fund in light of the substantially similar
investment policies of Prime Money Market Fund and the strategies of its
investment adviser.
After the Reorganization, all of the issued and outstanding Cash Management
Fund Shares shall be canceled on the books of Cash Management Fund and the stock
transfer books of Cash Management Fund will be permanently closed.
The Reorganization is subject to a number of conditions, including without
limitation approval of the Reorganization Plan and the transactions contemplated
thereby described in this Combined Prospectus/Proxy Statement by the Cash
Management Shareholders; the receipt of a legal opinion from Simpson Thacher &
Bartlett with respect to certain tax issues, as more fully described in "Federal
Income Tax Consequences" below; the receipt of certain certificates from the
parties concerning the continuing accuracy of the representations and warranties
in the Reorganization Plan and other matters; and the parties' performance in
all material respects of their respective agreements and undertakings in the
Reorganization Plan. Assuming satisfaction of the conditions in the
Reorganization Plan, the Effective Time of the Reorganization will be on [------
], 2000 or such other date as is agreed to by the parties.
The expenses of Cash Management Fund and Prime Money Market Fund in
connection with the Reorganization will be borne by Chase.
The Reorganization Plan and the Reorganization described herein may be
abandoned at any time prior to the Effective Time of the Reorganization by the
mutual consent of the parties to the Reorganization Plan. The Reorganization
Plan provides further that at any time prior to or (to the fullest extent
permitted by law) after approval of the Reorganization Plan by the Cash
Management Fund Shareholders (a) the parties thereto may, by written agreement
authorized by their respective Boards or executive officers, and with or without
the approval of their respective shareholders, amend any of the provisions of
the Reorganization Plan and (b) any party may waive any breach by the other
party or the failure to satisfy any of the conditions to its obligations (such
waiver to be in writing and authorized by an officer of the waiving party with
or without the approval of such party's shareholders).
Board Considerations
In its consideration and approval of the Reorganization at meetings held on
July 25, 2000, the MFT Board considered and discussed the future of Cash
Management Fund and how to best serve the Cash Management Shareholders'
interests. The Trustees discussed the size of Cash Management Fund's investment
portfolio (approximately $9,492 million as of February 29, 2000) and the
increasing advantages of reorganizing it into the Prime Money Market Fund. The
Trustees reviewed the proposal. After discussions, it was decided to pursue the
Reorganization with Prime Money Market Fund.
In its consideration and approval of the Reorganization, the MFT Board
considered, among other things: the terms of the Reorganization Plan; a
comparison of each fund's historical and projected expense ratios; the
comparative investment performance of Cash Management Fund and Prime Money
Market Fund; the effect of such Reorganization on Cash Management Fund and its
shareholders; the fact that the day-to-day portfolio management would be
unchanged by the Reorganization; the investment advisory services supplied by
Chase; the management and other fees payable by Prime Money Market Fund; the
similarities in the investment objective and policies of the funds; the
opportunity to combine Cash Management Fund with the Prime Money Market Fund in
an effort to realize operational and administrative efficiencies; the
recommendations of Chase with respect to the proposed Reorganization; the fact
that the Reorganization would constitute a tax-free reorganization; the
determination that the proposed Reorganization is in the best interests of Cash
Management Shareholders and the fact that the interests of Cash Management
Shareholders would not be diluted as a result of the Reorganization.
8
<PAGE>
Similarly, the MFT Board also considered the proposed Reorganization from
the perspective of Prime Money Market Fund. Based upon its evaluation of the
relevant information provided to it, and in light of its fiduciary duties under
federal and state law, the MFT Board determined that (i) the proposed
Reorganization is in the best interests of the Prime Money Market Shareholders
and (ii) the interests of Prime Money Market Fund's shareholders would not be
diluted as a result of the Reorganization.
After considering the foregoing factors, together with such other
information as they believed to be relevant, the MFT Board approved the
Reorganization Plan and directed that it be submitted to Cash Management
Shareholders for approval.
THE MFT BOARD RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE
PROPOSAL--APPROVAL OF THE REORGANIZATION PLAN.
The MFT Board has not determined what action Cash Management Fund will take
in the event Cash Management Shareholders fail to approve the Reorganization
Plan or for any reason the Reorganization is not consummated. In either such
event, the Board will consider other appropriate courses of action, including
the sale of assets to, or merger with, another investment company, the possible
liquidation of Cash Management Fund, or continuing the operations of Cash
Management Fund in its present form.
Federal Income Tax Consequences
Consummation of the Reorganization is subject to the condition that MFT
receive an opinion from Simpson Thacher & Bartlett to the effect that for
federal income tax purposes: (i) the transfer of all of the assets and
liabilities of Cash Management Fund to Prime Money Market Fund in exchange for
Prime Money Market Fund Shares and the liquidating distributions to Cash
Management Shareholders of Prime Money Market Fund Shares so received, as
described in the Reorganization Plan, will constitute a reorganization within
the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended
(the "Code"), and with respect to the Reorganization, Cash Management Fund and
Prime Money Market Fund will each be considered "a party to a reorganization"
within the meaning of 368(b) of the Code; (ii) no gain or loss will be
recognized by Cash Management Fund as a result of such transaction; (iii) no
gain or loss will be recognized by Prime Money Market Fund as a result of such
transaction; (iv) no gain or loss will be recognized by the Cash Management
Shareholders on the distribution to Cash Management Shareholders of Prime Money
Market Fund Shares in exchange for their Cash Management Fund Shares; (v) the
aggregate basis of Prime Money Market Fund Shares received by a Cash Management
Shareholder will be the same as the aggregate basis of such Cash Management
Shareholder's Cash Management Fund Shares immediately prior to the
Reorganization; (vi) the basis of Prime Money Market Fund in the assets of Cash
Management Fund received pursuant to such transaction will be the same as the
basis of such assets in the hands of Cash Management Fund immediately before
such transaction; (vii) a Cash Management Shareholder's holding period for Prime
Money Market Fund Shares will be determined by including the period for which
Cash Management Shareholder held Cash Management Fund Shares exchanged therefor,
provided that such shareholder held such Cash Management Fund Shares as a
capital asset; and (viii) Prime Money Market Fund's holding period with respect
to the assets received in the Reorganization will include the period for which
such assets were held by Cash Management Fund.
MFT has not sought a tax ruling from the Internal Revenue Service ("IRS"),
but is acting in reliance upon the opinion of counsel discussed in the previous
paragraph. That opinion is not binding on the IRS and does not preclude the IRS
from adopting a contrary position. Cash Management Shareholders should consult
their own advisers concerning the potential tax consequences to them, including
state and local income taxes.
Capitalization
Because Cash Management Fund will be combined with the Prime Money Market
Fund in the Reorganization, the total capitalization of Prime Money Market Fund
after the Reorganization is expected to be greater than the current
capitalization of Cash Management Fund. The following table sets forth, as of
July 31, 2000: (i) the capitalization of Cash Management Fund; (ii) the
capitalization of Prime Money Market Fund; and (iii) the pro forma
capitalization of Prime Money Market Fund as adjusted to give effect to the
proposed Reorganization. There is, of course, no assurance that the
Reorganization will be consummated. Moreover, if consummated, the
capitalizations of Prime Money Market Fund and Cash Management Fund are likely
to be different at the Effective Time of the Reorganization as a result of
fluctuations in the value of portfolio securities of each Fund and daily share
purchase and redemption activity in each Fund.
9
<PAGE>
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------
Cash Management
Fund Prime Money Market Fund Pro Forma Combined
-----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Total Net Assets (in thousands) $10,603,423 $10,681,601 $21,285,024
-----------------------------------------------------------------------------------------------------------
Shares Outstanding (in thousands) 10,604,359 10,681,723 21,286,082
-----------------------------------------------------------------------------------------------------------
Net Asset Value Per Share $1.00 $1.00 $1.00
-----------------------------------------------------------------------------------------------------------
</TABLE>
INVESTMENT POLICIES
The following discussion summarizes some of the investment policies of
Prime Money Market Fund. Except as noted below, Prime Money Market Fund has
identical investment policies to Cash Management Fund. This section is qualified
in its entirety by the discussion in the Prospectus and Statement of Additional
Information of Prime Money Market Fund, which are incorporated herein by
reference.
Objective
Prime Money Market Fund aims to provide the highest possible level of
current income while still maintaining liquidity and preserving capital. The
investment objective is fundamental.
Main Investment Strategy
Prime Money Market Fund invests in high quality, short-term money market
instruments which are issued and payable in U.S. dollars.
Prime Money Market Fund principally invests in:
o high quality commercial paper and other short-term debt securities,
including floating and variable rate demand notes of U.S. and foreign
corporations
o debt securities issued or guaranteed by qualified banks that are:
> U.S. banks with more than $1 billion in total assets, and foreign
branches of these banks
> foreign banks with the equivalent of more than $10 billion in total
assets and which have branches or agencies in the U.S.
> other U.S. or foreign commercial banks which Prime Money Market Fund's
advisers judge to have comparable credit standing
o securities issued or guaranteed by the U.S. Government, its agencies or
authorities
o asset-backed securities
o repurchase agreements
The dollar weighted average maturity of Prime Money Market Fund will be 60
days or less and Prime Money Market Fund will buy only those instruments which
have remaining maturities of 397 days or less. The Cash Management Fund has a
dollar weighted average maturity of 90 days or less.
Prime Money Market Fund may invest any portion of its assets in debt
securities issued or guaranteed by U.S. banks and their foreign branches. These
include certificates of deposit, time deposits and bankers' acceptances.
Prime Money Market Fund invests only in securities issued and payable in
U.S. dollars. Each investment must have the highest possible short-term rating
from at least two national rating organizations, or one such rating if only one
organization rates that security. Alternatively, some securities may have
additional third party guarantees in order to meet the rating requirements
mentioned above. If the security is not rated, it must be considered of
comparable quality by Prime Money Market Fund's advisers.
Prime Money Market Fund seeks to develop an appropriate portfolio by
considering the differences in yields among securities of different maturities,
market sectors and issuers.
Prime Money Market Fund seeks to maintain a net asset value of $1.00 per
share.
Prime Money Market Fund may change any of its investment policies (except
its investment objective) without shareholder approval.
10
<PAGE>
Investment Restrictions
Each of Prime Money Market Fund and Cash Management Fund have adopted the
following investment restrictions which may not be changed without approval by a
"majority of the outstanding shares" of such Fund which means the vote of the
lesser of (i) 67% or more of the shares of such Fund present at a meeting, if
the holders of more than 50% of the outstanding shares of such Fund are present
or represented by proxy, or (ii) more than 50% of the outstanding shares of such
Fund.
Neither Fund may:
(1) borrow money, except that each Fund may borrow money for temporary or
emergency purposes, or by engaging in reverse repurchase transactions, in an
amount not exceeding 33-1/3% of the value of its total assets at the time
when the loan is made and may pledge, mortgage or hypothecate no more than
1/3 of its net assets to secure such borrowings. Any borrowings representing
more than 5% of a Fund's total assets must be repaid before such Fund may
make additional investments;
(2) make loans, except that each Fund may: (i) purchase and hold debt
instruments (including without limitation, bonds, notes, debentures or other
obligations and certificates of deposit, bankers' acceptances and fixed time
deposits) in accordance with its investment objectives and policies; (ii)
enter into repurchase agreements with respect to portfolio securities; and
(iii) lend portfolio securities with a value not in excess of one-third of
the value of its total assets;
(3) purchase the securities of any issuer (other than securities issued or
guaranteed by the U.S. government or any of its agencies or
instrumentalities, or repurchase agreements secured thereby) if, as a
result, more than 25% of such Fund's total assets would be invested in the
securities of companies whose principal business activities are in the same
industry. Notwithstanding the foregoing, each Fund may invest more than 25%
of their total assets in obligations issued by banks, including U. S. banks;
(4) purchase or sell physical commodities unless acquired as a result of
ownership of securities or other instruments but this shall not prevent
either Fund from (i) purchasing or selling options and futures contracts or
from investing in securities or other instruments backed by physical
commodities or (ii) engaging in forward purchases or sales of foreign
currencies or securities;
(5) purchase or sell real estate unless acquired as a result of ownership of
securities or other instruments (but this shall not prevent either Fund from
investing in securities or other instruments backed by real estate or
securities of companies engaged in the real estate business). Investments by
either Fund in securities backed by mortgages on real estate or in
marketable securities of companies engaged in such activities are not hereby
precluded;
(6) issue any senior security (as defined in the 1940 Act), except that (a)
either Fund may engage in transactions that may result in the issuance of
senior securities to the extent permitted under applicable regulations and
interpretations of the 1940 Act or an exemptive order; (b) either Fund may
acquire other securities, the acquisition of which may result in the
issuance of a senior security, to the extent permitted under applicable
regulations or interpretations of the 1940 Act; and (c) subject to the
restrictions set forth above, either Fund may borrow money as authorized by
the 1940 Act;
(7) underwrite securities issued by other persons except insofar as such Fund
may technically be deemed to be an underwriter under the Securities Act of
1933 in selling a portfolio security.
In addition, as a matter of fundamental policy, notwithstanding any other
investment policy or restriction, each Fund may seek to achieve its investment
objective by investing all of its investable assets in another investment
company having substantially the same investment objective and policies as such
Fund. For purposes of investment restriction (5) above, real estate includes
Real Estate Limited Partnerships. For purposes of investment restriction (3)
above, industrial development bonds, where the payment of principal and interest
is the ultimate responsibility of companies within the same industry, are
grouped together as an "industry." Investment restriction (3) above, however, is
not applicable to investments by either Fund in municipal obligations where the
issuer is regarded as a state, city, municipality or other public authority
since such entities are not members of any "industry." Supranational
organizations are collectively considered to be members of a single "industry"
for purposes of restriction (3) above.
In addition, each Fund is subject to the following nonfundamental
investment restrictions which may be changed without shareholder approval:
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(1) Neither Fund may, with respect to 75% of its assets, hold more than 10% of
the outstanding voting securities of any issuer or invest more than 5% of
its assets in the securities of any one issuer (other than obligations of
the U.S. Government, its agencies and instrumentalities).
(2) Neither Fund may 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 such Fund.
Neither Fund has any current intention of making short sales against the
box.
(3) Neither Fund may purchase or sell interests in oil, gas or mineral leases.
(4) Neither Fund may invest more than 10% of its net assets in illiquid
securities.
(5) Neither Fund may write, purchase or sell any put or call option or any
combination thereof.
(6) Each Fund may invest up to 5% of its total assets in the securities of any
one investment company, but may not own more than 3% of the securities of
any one investment company or invest more than 10% of its total assets in
the securities of other investment companies.
For purposes of investment restriction (4) above, illiquid securities
includes securities restricted as to resale unless they are determined to be
readily marketable in accordance with procedures established by the MFT Board.
For purposes of the Funds' 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.
As a nonfundamental operating policy, the Funds will not invest more than
25% of their respective total assets in obligations issued by foreign banks
(other than foreign branches of U.S. banks).
PURCHASES, REDEMPTIONS AND EXCHANGES
The procedures for purchases, redemptions and exchanges of Prime Money
Market Fund Shares are identical to those of Cash Management Fund. Accordingly,
the descriptions in this section apply to both Funds.
Buying Fund Shares
Shareholders do not pay any sales charge (sometimes called a sales load)
when they buy shares in Cash Management Fund or Prime Money Market Fund.
The price shareholders pay for their shares is the net asset value per
share ("NAV"). NAV is the value of everything a Fund owns, minus everything it
owes, divided by the number of shares held by investors. Each Fund seeks to
maintain a stable NAV of $1.00. Each Fund uses the amortized cost method to
value its portfolio of securities. This method provides more stability in
valuations. However, it may also result in periods during which the stated value
of a Fund's security is different than the price such Fund would receive if it
sold the investment.
The NAV of each class of a Fund's shares is generally calculated by 6:00 pm
Eastern time each day such Fund is accepting purchase orders. A shareholder will
pay the next NAV calculated after the Chase Vista Funds Service Center (the
"Center") receives such shareholder's order in proper form. An order is in
proper form only after funds are converted into federal funds.
The Center accepts purchase orders on any business day that the Federal
Reserve Bank of New York and the New York Stock Exchange are open. If an order
is received in proper form by 4:00 p.m. (Eastern time), it will be processed at
that day's price and the purchaser will be entitled to all dividends declared on
that day. If an order is received after 4:00 p.m., it will generally be
processed at the next day's price. If a purchaser pays by check for a Fund's
shares before 4:00 p.m., it will generally be processed the next day such Fund
is open for business.
A later cut-off time may be permitted for investors buying a Fund's shares
(through Chase or a bank affiliate of Chase) so long as such later cut-off time
is before such Fund's NAV is calculated. If a shareholder buys through an agent
and not directly from the Center, the agent could set earlier cut-off times.
Each Fund may close earlier a few days each year if the Public Securities
Association recommends that the U.S.
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Government securities market close trading early. Each shareholder must provide
a SSN or Taxpayer Identification Number when opening an account.
Each Fund has the right to reject any purchase order.
Minimum investments for each Fund:
<TABLE>
<CAPTION>
Class of Shares Type of Account Initial Investment Additional Investments
--------------- --------------- ------------------ ----------------------
<S> <C> <C> <C>
Vista Regular $2,500 $100
Systematic Investment Plan $1,000 $100
IRAs $1,000 $100
SEP-IRAs $1,000 $100
Education IRAs $500 $100
Premier N/A $100,000 No minimum
Institutional N/A $1,000,000 No minimum
</TABLE>
Eligibility Requirements:
Premier Class Shares and Institutional Class Shares of each Fund are
available only to institutions, trusts, partnerships, corporations and certain
retirement plans and fiduciary accounts opened by a bank, trust company or
thrift institution that has investment authority over such accounts, as well as
individuals who meet such Fund's minimum investment requirements for that class
of shares.
Miscellaneous:
All purchases of Institutional Class Shares of a Fund must be paid for by
federal funds wire. They may be purchased only through financial service firms,
such as broker-dealers and banks that have an agreement with such Fund.
For Vista Class Shares and Premier Class Shares, checks should be made out
to Chase Vista Funds in U.S. dollars. Credit cards, cash, or checks from a third
party will be accepted. Shares bought by check may not be sold for 15 calendar
days. Shares bought through an Automated Clearing House cannot be sold until the
payment clears. This could take more than seven business days. Purchase orders
will be canceled if a check doesn't clear and the investor will be responsible
for any expenses and losses to the Fund. Orders by wire will be canceled if the
Center does not receive payment by 4:00 p.m. Eastern time on the day the
shareholder buys.
Shareholders seeking to buy Vista Class Shares through an investment
representative should instruct their representative to contact the Funds. Such
representatives may charge investors a fee and may offer additional services,
such as special purchase and redemption programs, "sweep" programs, cash
advances and redemption checks. Such representatives may set different minimum
investments and earlier cut-off times.
A systematic investment plan is available for Vista Class Shares and
Premier Class Shares.
Selling Fund Shares
Shares of either Fund may be sold on any day the Center is open for
trading, either directly to such Fund or through an investment representative.
Shareholders of a Fund will receive the next NAV calculated for such Fund after
the Center accepts his or her sale order.
Under normal circumstances, if a request is received before 4:00 p.m.
(Eastern time), a Fund will send the proceeds the same business day. An order to
sell shares will not be accepted if a Fund has not collected payment for the
shares. A Fund may stop accepting orders to sell and may postpone payments for
more than seven days, as federal securities laws permit.
Generally, proceeds are sent by electronic transfer or wire for Vista Class
Shares and Premier Class Shares and by wire only for Institutional Class Shares.
However, for Vista Class and Premier Class, if a shareholder's address of record
has changed within the 30 days prior to the sale request or if more than $25,000
of shares is sold by phone, proceeds will be sent only to the bank account on
the Fund's records. There is a $10 charge for each wire transaction.
For Vista Class Shares and Premier Class Shares, a shareholder will need to
have his or her signature guaranteed if he or she wants payment to be sent to an
address other than the one in the Fund's records. Additional documents or a
letter from a surviving joint owner may also be needed.
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<PAGE>
A shareholder who purchased through an investment representative, or in the
case of Institutional Class Shares, through a financial service firm, should
contact that representative, who will send the necessary documents to the
Center. The representative might charge a fee for this service.
Shareholders may also sell their shares by contacting the Center directly.
Vista Class shareholders may contact 1-800-34-VISTA while Premier Class and
Institutional Class shareholders may contact 1-800-62-CHASE.
A systematic withdrawal plan is available for Vista Class Shares and
Premier Class Shares.
Exchanging Fund Shares
Shares of each Fund may be exchanged for shares in certain other Chase
Vista Funds. For tax purposes, an exchange is treated as a sale of such shares.
Shareholders should carefully read the prospectus of the fund into which they
want to exchange. Shareholders who exchange must meet any minimum investment
requirements and may have to pay a sales commission.
The exchange privilege is not a means of short-term trading as this could
increase management cost and affect all shareholders of MFT. Each Fund reserves
the right to limit the number of exchanges or refuse an exchange. The exchange
privilege may also be terminated. Each Fund charges an administration fee of $5
for each exchange if an investor makes more than 10 exchanges in a year or three
in a quarter.
Other Information Concerning the Funds
For Vista Class Shares, each Fund may close an account if the balance falls
below $500 because the investor has sold shares. Each Fund may also close the
account if an investor is in a systematic investment plan and fails to meet
investment minimums over a 12-month period. For Premier Class Shares, each Fund
may close an account if the balance falls below $100,000. For Institutional
Class Shares, each Fund may close an account if the balance falls below
$1,000,000. At least 60 days notice will be given before closing the account.
Unless a shareholder indicates otherwise on his or her account application,
each Fund is authorized to act on redemption and transfer instructions received
by phone. If someone trades on an account by phone, the Fund will ask that
person to confirm the account registration and address to make sure they match
those in the Fund records. If they do correspond, the Fund is generally
authorized to follow that person's instructions. Each Fund will take all
reasonable precautions to confirm that the instructions are genuine. Investors
agree that they will not hold a Fund liable for any loss or expenses from any
sales request, if such Fund takes reasonable precautions. A Fund will be liable
for any losses to a shareholder from an unauthorized sale or fraud against such
shareholder if such Fund does not follow reasonable procedures.
It may not always be possible to reach the Center by telephone. This may be
true at times of unusual market changes and shareholder activity. In that event,
shareholders can mail each Fund instructions or contact their investment
representative or agent. Either Fund may modify or cancel the sale of shares by
phone without notice.
MFT has agreements with certain shareholder servicing agents (including
Chase) under which the shareholder servicing agents have agreed to provide
certain support services to MFT's customers. For performing these services, each
shareholder servicing agent receives an annual fee of up to 0.35% of the average
daily net assets of the Vista Class Shares of each Fund, up to 0.25% of the
average daily net assets of the Premier Class Shares of each Fund and up to
0.10% of the average daily net assets of the Institutional Class Shares, held by
investors serviced by the shareholder servicing agent. The Board of Trustees has
determined that the amount payable for "service fees" (as defined by the NASD)
attributable the either Fund does not exceed 0.25% of the average annual net
assets attributable to the Vista Class Shares of such Fund.
Chase and/or VFD may, at their own expense, make additional payments to
certain selected dealers or other shareholder servicing agents for performing
administrative services for their customers. The amount may be up to an
additional 0.10% annually of the average net assets of the fund attributable to
shares of the Fund held by customers of those shareholder servicing agents.
Each Fund may issue multiple classes of shares. Each class may have
different requirements for who may invest, and may have different sales charges
and expense levels. A person who gets compensated for selling Fund shares may
receive a different amount for each class.
Chase and its affiliates and the Funds and their affiliates, agents and
subagents may share information about shareholders and their accounts with each
other and with others unless this sharing is prohibited by
14
<PAGE>
contract. This information can be used for a variety of purposes, including
offering investment and insurance products to shareholders.
DISTRIBUTIONS AND TAXES
The Funds can earn income and they can realize capital gain. The Funds will
deduct from these earnings any expenses and then pay to shareholders the
distributions.
The Funds declare dividends daily, so shares can start earning dividends on
the day they are purchased. The Fund distributes the dividends monthly in the
form of additional shares, unless the Fund is informed by the shareholder that
he or she wants payment in cash or deposited in a pre-assigned bank account. The
taxation of dividends will not be affected by the form in which they are
received. The Fund distributes any short-term capital gain at least annually.
The Funds do not expect to realize long-term capital gain.
Dividends are usually taxable as ordinary income at the federal, state and
local levels. Certain states or municipalities may not charge state and local
taxes on tax-exempt interest earned on certain bonds. Dividends earned on bonds
issued by the U.S. government and its agencies may also be exempt from some
types of state and local taxes.
Early in each calendar year, each Fund will send its shareholders a notice
showing the amount of distributions received in the preceding year and the tax
status of those distributions.
The above is only a general summary of tax implications of investing in the
Funds. Investors should consult their tax advisers to see how investing in the
Funds will affect their own tax situation.
COMPARISON OF THE ORGANIZATIONAL
STRUCTURE OF CASH MANAGEMENT FUND
AND PRIME MONEY MARKET FUND
There are no differences in the organizational structure of Cash Management
Fund and Prime Money Market Fund. Set forth below are descriptions of the
structure, voting rights, shareholder liability and the liability of trustees.
Structure of the Prime Money Market Fund
Each of Cash Management Fund and Prime Money Market Fund is organized as a
series of MFT, which is organized under the law of the State of Massachusetts.
As a Massachusetts business trust, MFT's operations are governed by MFT's
Declaration of Trust and By-Laws (the "MFT Trust Documents") and applicable
Massachusetts law. The operations of Prime Money Market Fund will continue to be
subject to the provisions of the 1940 Act and the rules and regulations
thereunder.
Trustees and Officers of MFT
Subject to the provisions of the MFT Trust Documents, the business of each
of Cash Management Fund and Prime Money Market Fund is managed by MFT's
trustees, who serve indefinite terms and have all powers necessary or convenient
to carry out their responsibilities.
Information concerning the current Trustees of the MFT Board is set forth
later in this document.
Shares of Funds
MFT has an unlimited number of authorized shares of beneficial interest,
par value $0.001 per share, that may be divided into portfolios or series and
classes thereof. Each Fund is one portfolio of MFT, and may issue multiple
classes of shares. Each share of a portfolio or class of MFT 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 MFT participate
equally in the earnings, dividends and assets of the particular portfolio or
class. Fractional shares have proportionate rights to full shares. Expenses of
MFT that are not attributable to a specific portfolio or class will be allocated
to all the portfolios of MFT in a manner believed by management of MFT to be
fair and equitable. Generally, shares of each portfolio will be voted
separately, for example, to approve an investment advisory agreement and shares
of each class of each portfolio will be voted separately, for example, to
approve a distribution plan, but shares of all series and classes vote together,
to the extent required by the Investment Company Act of 1940, as amended (the
"1940 Act"), including the election or selection of trustees and independent
accountants. MFT 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 MFT.
15
<PAGE>
Shareholder Voting Rights
A vacancy in the MFT Board resulting from the resignation of a Trustee or
otherwise may be filled similarly by a vote of a majority of the remaining
Trustees then in office, subject to the 1940 Act. In addition, Trustees may be
removed from office by a vote of holders of shares representing two-thirds of
the outstanding shares of each portfolio of MFT 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 MFT stating that such shareholders wish to communicate
with the other shareholders for the purpose of obtaining the signatures
necessary to demand a meeting to consider removal of a Trustee, the Trustees
will, within five business days after receipt of such request, either provide a
list of shareholders or inform such applicants as to the approximate number of
shareholders and the approximate costs of mailing the request to them. If the
second option is chosen by the Trustees, then the Trustees are generally
obligated, upon written request of the applicants, to mail the requested
materials to all shareholders of record (at the expense of the requesting
shareholders). Except as set forth above, the Trustees may continue to hold
office and may appoint successor Trustees.
Shareholder Liability
Under Massachusetts law, shareholders of MFT could, under certain
circumstances, be held personally liable as partners for the obligations of MFT.
However, the MFT Declaration of Trust disclaims shareholder liability for acts
or obligations of MFT and provides for indemnification and reimbursement of
expenses out of MFT property for any shareholder held personally liable for the
obligations of MFT. The MFT Declaration of Trust also provides that MFT shall
maintain appropriate insurance (for example, fidelity bonding and errors and
omissions insurance) for the protection of MFT, 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 MFT itself was unable to meet its obligations.
Liability of Directors and Trustees
Under the MFT Declaration of Trust, the Trustees of MFT are personally
liable only for bad faith, willful misfeasance, gross negligence or reckless
disregard of their duties as Trustees. Under the MFT Declaration of Trust, a
Trustee or officer of MFT will generally be indemnified against all liability
and against all expenses reasonably incurred or paid by such person in
connection with any claim, action, suit or proceeding in which such person
becomes involved as a party or otherwise by virtue of such person being or
having been a Trustee or officer and against amounts paid or incurred by such
person in the settlement thereof.
The foregoing is only a summary of certain organizational and governing
documents and Massachusetts business trust law. It is not a complete
description. Shareholders should refer to the provisions of these documents and
state law directly for a more thorough comparison. Copies of the Declaration of
Trust and Bylaws of MFT are available without charge upon written request to
MFT.
INFORMATION RELATING TO THE ADVISORY CONTRACTS
General Information
As noted above, Cash Management Fund and Prime Money Market Fund are both
managed by Chase pursuant to the Advisory Agreement. With respect to the Prime
Money Market Fund, Chase has delegated most of its responsibilities to CAM
pursuant to the Subadvisory Agreement between Chase and CAM. As a result, CAM is
responsible for most of the day-to-day management functions for Prime Money
Market Fund. However, the same portfolio management team is responsible for the
day-to-day management functions for both Cash Management Fund and Prime Money
Market Fund.
Description of Chase
Chase is an indirect wholly-owned subsidiary of The Chase Manhattan
Corporation, a registered bank holding company ("CMC"). Chase's principal
executive offices are located at 270 Park Avenue, New York, New York 10017.
Chase is a New York State chartered bank that provides commercial banking and
trust services. As of March 31, 2000, Chase and certain of its affiliates
provided investment management services with respect to assets of approximately
$247 billion. CMC's principal executive offices are located at 270 Park Avenue,
New York, New York 10017.
Under the Advisory Agreement, Chase is responsible for making decisions
with respect to, and placing orders for, all purchases and sales of the
portfolio securities of the Funds. Chase's responsibilities under the
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<PAGE>
Advisory Agreement include supervising the Funds' investments and maintaining a
continuous investment program, placing purchase and sale orders and paying costs
of certain clerical and administrative services involved in managing and
servicing the Funds' investments and complying with regulatory reporting
requirements. Chase delegates certain of these responsibilities with respect to
Prime Money Market Fund to CAM. Under the Advisory Agreement, Chase is obligated
to furnish employees, office space and facilities required for operation of
Prime Money Market Fund.
Expenses and Advisory Fees. The Advisory Agreement provides that each of
Cash Management Fund and Prime Money Market Fund will pay Chase a monthly
advisory fee based upon the net assets of such Fund, at the annual rate of 0.10%
of net assets of such Fund. Chase may waive fees from time to time to assist the
Funds in maintaining competitive yields.
Under the Advisory Agreement, except as indicated above, each Fund is
responsible for its operating expenses including, but not limited to, taxes;
interest; fees (including fees paid to its Trustees who are not affiliated with
Chase or any of their affiliates); fees payable to the SEC; state securities
qualification fees; association membership dues; costs of preparing and printing
prospectuses for regulatory purposes and for distribution to existing
shareholders; advisory and administrative fees; charges of the custodian and
transfer agent; insurance premiums; auditing and legal expenses; costs of
shareholders' reports and shareholder meetings; any extraordinary expenses; and
brokerage fees and commissions, if any, in connection with the purchase or sale
of portfolio securities.
For the twelve months ended February 29, 2000, Chase accrued management
fees of approximately $7,994,000 for Cash Management Fund and $9,735,000 for
Prime Money Market Fund.
Subcontracting. Chase is authorized by the Advisory Agreement to employ or
associate with such other persons or entities as it believes to be appropriate
to assist it in the performance of its duties. Any such person is required to be
compensated by Chase, not by MFT or the relevant Fund, and to be approved by the
shareholders of such Fund as required by the 1940 Act.
Limitation on Liability. The Advisory Agreement provides that Chase will
not be liable for any error of judgment or mistake of law or for any act or
omission or loss suffered by MFT or a Fund in connection with the performance of
the Advisory Agreement except a loss resulting from a breach of fiduciary duty
with respect to the receipt of compensation for services or from willful
misfeasance, bad faith, or gross negligence in the performance of its duties or
reckless disregard of its obligations and duties under the Advisory Agreement.
Chase would be as fully responsible to MFT or a Fund for the acts of any
sub-adviser of such Fund as it is for its own acts.
Duration and Termination. The Advisory Agreement continues in effect from
year to year with respect to each of Cash Management Fund and Prime Money Market
Fund only so long as such continuation is approved at least annually by (i) the
Board of Trustees of MFT or the majority of the outstanding voting securities of
such Fund, and (ii) a majority of those Trustees who are neither parties to the
Advisory Agreement nor "interested persons", as defined in the 1940 Act, of any
such party, acting in person at a meeting called for the purpose of voting on
such approval. The Advisory Agreement will terminate automatically in the event
of its "assignment", as defined in the 1940 Act. In addition, the Advisory
Agreement is terminable at any time as to either Fund without penalty by the MFT
Board or by vote of the majority such Fund's outstanding voting securities, upon
60 days' written notice to Chase, and by Chase on 60 days' written notice to
MFT.
Portfolio Transactions and Brokerage Commissions
Chase, as the investment adviser to both Cash Management Fund and Prime
Money Market Fund, has responsibilities with respect to each Fund's portfolio
transactions and brokerage arrangements pursuant to the Fund's policies, subject
to the overall authority of the MFT Board. In addition, the subadvisory
agreement with CAM currently provides that CAM's responsibilities with respect
to the Prime Money Market Fund's portfolio transactions and brokerage
arrangements will be equivalent to those of Chase under the Advisory Agreement.
Accordingly, the description below of Chase's responsibilities under the
Advisory Agreement would also apply to CAM's responsibilities under the
Subadvisory Agreement.
Under the Advisory Agreement, Chase, subject to the general supervision of
the MFT Board, is responsible for the placement of orders for the purchase and
sale of portfolio securities for Cash Management Fund and Prime Money Market
Fund with brokers and dealers selected by Chase, which may include brokers or
dealers affiliated with Chase to the extent permitted by the 1940 Act and MFT's
policies and procedures applicable to the Funds. Chase shall use its best
efforts to seek to execute portfolio transactions at prices
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<PAGE>
which, under the circumstances, result in total costs or proceeds being the most
favorable to each Fund. In assessing the best overall terms available for any
transaction, Chase shall consider all factors it deems relevant, including the
breadth of the market in the security, the price of the security, the financial
condition and execution capability of the broker or dealer, research services
provided to Chase, and the reasonableness of the commission, if any, both for
the specific transaction and on a continuing basis. In no event shall Chase be
under any duty to obtain the lowest commission or the best net price for a Fund
on any particular transaction, nor shall Chase be under any duty to execute any
order in a fashion either preferential to such Fund relative to other accounts
managed by Chase or otherwise materially adverse to such other accounts.
In selecting brokers or dealers qualified to execute a particular
transaction, brokers or dealers may be selected who also provide brokerage and
research services (as those terms are defined in Section 28(e) of the Securities
Exchange Act of 1934) to Chase, a Fund and/or the other accounts over which
Chase exercises investment discretion. Chase is authorized to pay a broker or
dealer who provides such brokerage and research services a commission for
executing a portfolio transaction for a Fund which is in excess of the amount of
commission another broker or dealer would have charged for effecting that
transaction if Chase determines in good faith that the total commission is
reasonable in relation to the value of the brokerage and research services
provided by such broker or dealer, viewed in terms of either that particular
transaction or the overall responsibilities of Chase with respect to accounts
over which it exercises investment discretion. Chase shall report to the MFT
Board regarding overall commissions paid by a Fund and their reasonableness in
relation to the benefits to such Fund.
In executing portfolio transactions for Cash Management Fund or Prime Money
Market Fund, Chase may, to the extent permitted by applicable laws and
regulations, but shall not be obligated to, aggregate the securities to be sold
or purchased with those of other funds or its other clients if, in Chase's
reasonable judgment, such aggregation (i) will result in an overall economic
benefit to such funds, taking into consideration the advantageous selling or
purchase price, brokerage commission and other expenses, and trading
requirements, and (ii) is not inconsistent with the policies set forth in MFT's
registration statement and any such funds' Prospectus and Statement of
Additional Information. In such event, Chase will allocate the securities so
purchased or sold, and the expenses incurred in the transaction, in an equitable
manner, consistent with its fiduciary obligations to such Fund and such other
clients.
It is possible that certain of the brokerage and research services received
will primarily benefit one or more other investment companies or other accounts
for which Chase exercises investment discretion. Conversely, MFT or any of its
portfolios, including Cash Management Fund and Prime Money Market Fund, may be
the primary beneficiary of the brokerage or research services received as a
result of portfolio transactions effected for such other accounts or investment
companies.
For the twelve months ended February 29, 2000, neither Cash Management Fund
nor Prime Money Market Fund paid any brokerage commissions.
Description of CAM
CAM is a wholly-owned subsidiary of Chase. CAM is located at 1211 Avenue of
the Americas, 41st Floor, New York, New York 10036.
Description of the Subadvisory Agreement
The Subadvisory Agreement permits Chase to delegate to CAM portfolio
management duties. With respect to the day-to-day management of Prime Money
Market Fund, CAM makes decisions concerning, and place all orders for, purchases
and sales of securities and help maintain the records relating to such purchases
and sales. CAM may, in its discretion, provide such services through its own
employees or the employees of one or more affiliated companies that are
qualified to act as an investment adviser to Prime Money Market Fund under
applicable laws and are under the common control of Chase; provided that (i) all
persons, when providing services under the Subadvisory Agreement, are
functioning as part of an organized group of persons, and (ii) such organized
group of persons is managed at all times by authorized officers of CAM.
Chase and CAM bear all expenses in connection with the performance of their
respective services under the Subadvisory Agreement.
As investment adviser, Chase oversees the management of Prime Money Market
Fund under the Subadvisory Agreement, and, subject to the general supervision of
the MFT Board, makes recommendations and provides guidelines to CAM based on
general economic trends and macroeconomic factors. Among the recommendations
that may be provided by Chase to CAM are guidelines and benchmarks against which
Prime Money Market Fund would be managed. From the fee paid by Prime Money
Market Fund under the Advisory
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<PAGE>
Agreement to Chase, Chase bears responsibility for payment of subadvisory fees
to CAM. Therefore, Prime Money Market Fund does not bear any increase in
advisory fee rates resulting from the Subadvisory Agreement. The Subadvisory
Agreement provides that CAM is entitled to receive from Chase, out of its
advisory fee, a monthly management fee as disclosed below under "Subadvisory
Fee."
Duration and Termination. The Subadvisory Agreement will continue for
successive one-year periods, provided that such continuation is specifically
approved at least annually by (i) the MFT Board or a majority of the outstanding
voting securities of Prime Money Market Fund and, (ii) a majority of the
Trustees who are not interested persons of the Fund, Chase or CAM, in each case,
by vote cast in person at a meeting called for such purposes. The Subadvisory
Agreement is terminable at any time, without penalty, by vote of the MFT Board,
by Chase by the majority of the outstanding voting securities of Prime Money
Market Fund, or by CAM upon 60 days' written notice. The Subadvisory Agreement
will terminate automatically in the event of its assignment, as defined under
the 1940 Act.
Subadvisory Fee. As compensation for its services, CAM receives a fee from
Chase. The fee is at the annual rate of 0.03% of the current value of the net
assets of Prime Money Market Fund. The fee, which is accrued daily and payable
monthly, is calculated for each day by multiplying the fraction of one over the
number of calendar days in the year by the 0.03% annual subadvisory fee
percentage rate and multiplying this product by the value of the net assets of
Prime Money Market Fund at the close of business on the previous business day of
MFT.
With respect to Prime Money Market Fund, Chase paid subadvisory fees of
approximately $2,920,500 to CAM during the twelve months ended February 29,
2000. The fees were paid by Chase out of the advisory fees it received for Prime
Money Market Fund and were not an additional charge to Prime Money Market Fund.
INFORMATION RELATING TO THE MFT BOARD
General Information
Set forth below are the current members of the MFT Board.
<TABLE>
<CAPTION>
Name and Position Principal Occupation and Other Information
----------------- ------------------------------------------
<S> <C>
Fergus Reid, III Chairman of the Trust. Chairman and Chief Executive Officer, Lumelite Corporation,
since September 1985; Trustee, Morgan Stanley Funds. Age: 67, Address: 202 June Road,
Stamford, CT 06903.
*H. Richard Vartabedian Trustee and President of the Trust. Investment Management Consultant, formerly, Senior
Investment Officer, Division Executive of the Investment Management Division of The
Chase Manhattan Bank, N.A., 1980 through 1991. Age: 64. Address: P.O. Box 296, Beach
Road, Hendrick's Head, Southport, ME 04576.
William J. Armstrong Trustee. Retired; formerly Vice President and Treasurer, Ingersoll-Rand Company. Age: 58.
Address: 49 Aspen Way, Upper Saddle River, NJ 07458.
John R.H. Blum Trustee. Attorney in private practice; formerly, partner in the law firm of Richards, O'Neil
& Allegaert; Commissioner of Agriculture, State of Connecticut, 1992-1995. Age: 70.
Address: 322 Main Street, Lakeville, CT 06039.
Roland R. Eppley, Jr. Trustee. Retired; formerly President and Chief Executive Officer, Eastern States Bankcard
Association Inc., (1971-1988); Director, Jenel Hydraulics, Inc.; Director of The Hanover
Funds, Inc. Age: 67. Address: 105 Coventry Place, Palm Beach Gardens, FL 33418.
Stuart W. Cragin, Jr. Trustee. Retired; formerly President, Fairfield Testing Laboratory, Inc. He has previously
served in a variety of marketing, manufacturing and general management positions with
Union Camp Corp., Trinity Paper & Plastics Corp., and Conover Industries. Age: 66
Address: 108 Valley Road, Cos Cob, CT 06807
Joseph J. Harkins Trustee. Retired; formerly Commercial Sector Executive and Executive Vice President of
The Chase Manhattan Bank, N.A. from 1985 through 1989. He has been employed by
Chase in numerous capacities and offices since 1954. Director of Blessings Corporation,
Jefferson Insurance Company of New York, Monticello Insurance Company and National.
Age: 68. Address: 257 Plantation Circle South, Ponte Vedra Beach, FL 32082.
</TABLE>
19
<PAGE>
<TABLE>
<CAPTION>
Name and Position Principal Occupation and Other Information
----------------- ------------------------------------------
<S> <C>
*Sarah E. Jones Trustee. President and Chief Operating Officer of Chase Mutual Funds Corp.; formerly
Managing Director for the Global Asset Management and Private Banking Division of
The Chase Manhattan Bank. Age: 47. Address: Chase Mutual Funds Corp., 1211 Avenue
of the Americas, 41st Floor, New York, New York 10081.
W.D. MacCallan Trustee. Director of The Adams Express Co. and Petroleum & Resources Corp.; Retired;
formerly Chairman of the Board and Chief Executive Officer of The Adams Express Co.
and Petroleum & Resources Corp.; Director of The Hanover Funds, Inc. and The Hanover
Investment Funds, Inc. Age: 72. Address: 624 East 45th Street, Savannah, GA 31405.
W. Perry Neff Trustee. Retired; Independent Financial Consultant; Director of North America Life
Assurance Co., Petroleum & Resources Corp. and The Adams Express Co.; Director and
Chairman of The Hanover Funds, Inc.; Director, Chairman and President of The Hanover
Investment Funds, Inc. Age: 72. Address: RR 1 Box 102, Weston, VT 05181.
*Leonard M. Spalding, Jr. Trustee. Chief Executive Officer of Chase Mutual Funds Corp.; formerly President and
Chief Executive Officer of Vista Capital Management; Chief Investment Executive of
The Chase Manhattan Bank. Age: 64. Address: Chase Mutual Funds Corp., One Chase
Manhattan Plaza, Third Floor, New York, New York 10081.
Richard E. Ten Haken Trustee. Chairman of the Audit Committee. Formerly District Superintendent of Schools,
Monroe No. 2 and Orleans Counties, New York; Chairman of the Board and President,
New York State Teachers' Retirement System. Age: 65. Address: 4 Barnfield Road,
Pittsford, NY 14534.
Irving L. Thode Trustee. Retired; formerly Vice President of Quotron Systems. He has previously served in
a number of executive positions with Control Data Corp., including President of its Latin
American Operations, and General Manager of its Data Services business. Age: 69.
Address: 80 Perkins Road, Greenwich, CT 06830.
George E. McDavid Trustee. President, Houston Chronicle Publishing Company. Age: 69 Address: P.O. Box 2558,
Houston, TX 77252
</TABLE>
------------
* Asterisks indicate those Trustees that are "Interested Persons" (as defined in
the 1940 Act). Mr. Reid is not an interested person of the Trust's investment
advisers or principal underwriter, but may be deemed an interested person of
the Trust solely by reason of being an officer of the Trust.
Set forth below as to each executive officer of MFT is his or her name,
age, principal occupation during the past five years and other directorships
held in public companies.
<TABLE>
<CAPTION>
Name and Position Age Principal Occupation and Other Information
----------------- --- ------------------------------------------
<S> <C> <C>
Martin R. Dean 37 Treasurer and Assistant Secretary. Vice President, Administration Services,
BISYS Fund Services; Address: 3435 Stelzer Road, Columbus, OH 43219.
Lisa Hurley 44 Secretary. Senior Vice President and General Counsel, BISYS Fund
Services; formerly Counsel to Moore Capital Management and General
Counsel to Global Asset Management and Northstar Investments
Management. Address: 90 Park Avenue, New York, NY 10016
Vicky M. Hayes 37 Assistant Secretary. Vice President and Global Marketing Manager, Vista
Fund Distributors, Inc.; formerly Assistant Vice President, Alliance Capital
Management and held various positions with J. & W. Seligman & Co.
Address: 1211 Avenue of the Americas, 41st Floor, New York, NY 10081.
Alaina Metz 31 Assistant Secretary. Chief Administrative Officer, BISYS Fund Services;
formerly Supervisor, Blue Sky Department, Alliance Capital Management
L.P. Address: 3435 Stelzer Road, Columbus, OH 43219.
</TABLE>
The Trustees and officers of MFT appearing in the tables above also serve
in the same capacities with respect to Mutual Fund Group, Mutual Fund Variable
Annuity Trust, Mutual Fund Select Group, Mutual Fund Select Trust, Capital
Growth Portfolio, Growth and Income Portfolio and International Equity Portfolio
(these entities, together with MFT, are referred to below as the "Chase Vista
Funds").
20
<PAGE>
Transactions with and Remuneration of Trustees and Officers
No compensation, direct or otherwise, other than through fees paid to
Chase or CAM, is payable by MFT to any of its officers or Trustees who are
affiliated with Chase or CAM (or any of their affiliates).
Chase, CAM and their affiliates have had, and expect in the future to have,
banking and other business transactions in the ordinary course of business with
corporations of which those Trustees who are not "interested persons" of Chase
or CAM are directors or officers. Any such transactions are made on
substantially the same terms as those prevailing at the time for comparable
transactions with other persons, including, where applicable, interest rates,
collateral, fees and other charges, and do not involve more than the normal risk
of collectability (in the case of loans) or present other unfavorable features.
INFORMATION RELATING TO VOTING MATTERS
General Information
This Combined Prospectus/Proxy Statement is being furnished in connection
with the solicitation of proxies by the MFT Board for use at the Meeting. It is
expected that the solicitation of proxies will be primarily by mail. MFT's
officers and service providers may also solicit proxies by telephone, facsimile
machine, telegraph, the Internet or personal interview. In addition MFT may
retain the services of professional solicitors to aid in the solicitation of
proxies for a fee. It is anticipated that banks, brokerage houses and other
custodians will be requested on behalf of MFT to forward solicitation materials
to their principals to obtain authorizations for the execution of proxies. Any
Cash Management Shareholder giving a proxy may revoke it at any time before it
is exercised by submitting to MFT a written notice of revocation or a
subsequently executed proxy or by attending the Meeting and electing to vote in
person.
Only Cash Management Shareholders of record at the close of business on
August 18, 2000 will be entitled to vote at the Meeting. On that date, there
were outstanding and entitled to be voted [_______] Cash Management Fund Shares.
Each share or fraction thereof is entitled to one vote or fraction thereof.
If the accompanying proxy is executed and returned in time for the Meeting,
the shares covered thereby will be voted in accordance with the proxy on all
matters that may properly come before the meeting (or any adjournment thereof).
Shareholder Approvals
Approval of the Reorganization Plan (and the transactions contemplated
thereby) requires the affirmative vote of the lesser of (i) 67% or more of the
Cash Management Fund Shares present at the Meeting and (ii) more than 50% of all
outstanding Cash Management Fund Shares. In tallying Cash Management Shareholder
votes, abstentions and broker non-votes (i.e., proxies sent in by brokers and
other nominees that cannot be voted on a proposal because instructions have not
been received from the beneficial owners) will be counted for purposes of
determining whether or not a quorum is present for purposes of convening the
Meeting. Abstentions and broker non-votes will be considered to be a vote
against the Reorganization proposal.
Interested Parties
On the Record Date, the trustees and officers of Cash Management Fund as a
group owned less than 1% of the outstanding shares of Cash Management Fund.
On the Record Date, the name, address and percentage ownership of the
persons who owned beneficially more than 5% of any class or series of shares of
Cash Management Fund and the percentage of any class or series of shares of
Prime Money Market Fund that would be owned by such persons upon consummation of
the Reorganization based upon their holdings at [________], 2000 are as follows:
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------
Percentage of Series B
Percentage of Cash Investor Shares of
Cash Amount of Management Fund Prime Money Market
Management Shares Shares Owned on Fund Owned Upon
Fund Name and Address Owned Record Date Consummation
------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------
</TABLE>
21
<PAGE>
On the Record Date, the trustees and officers of MFT as a group owned less
than 1% of the outstanding shares of Prime Money Market Fund.
On the Record Date, the name, address and share ownership of the persons
who owned beneficially more than 5% of any class of Prime Money Market Fund and
the percentage of shares that would be owned by such person upon consummation of
the Reorganization based upon their holdings on the Record Date were as follows:
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------
Prime Class and Percentage of Percentage of Percentage of
Money Amount Class Owned Fund Shares Class Owned
Market of Shares on Record Owned on Upon
Fund Name and Address Owned Date Record Date Consummation
------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------
</TABLE>
ADDITIONAL INFORMATION ABOUT MFT
Information about Cash Management Fund and Prime Money Market Fund is
included in the Prospectus dated December 29, 1999, which is incorporated by
reference herein. Additional information about Cash Management Fund and Prime
Money Market Fund is also included in MFT's Statement of Additional Information
dated December 29, 1999, which has been filed with the SEC and which is
incorporated herein by reference. Copies of the Statement of Additional
Information may be obtained without charge by calling 1-800-34-VISTA. MFT is
subject to the requirements of the 1940 Act and, in accordance with such
requirements, files reports and other information with the SEC. These materials
can be inspected and copied at the Public Reference Facilities maintained by the
SEC at 450 Fifth Street, N.W., Washington, D.C. 20549, and at the SEC's Regional
Offices at 7 World Trade Center, Suite 1300, New York 10048 and 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661. Copies of such material can also be
obtained from the Public Reference Branch, Office of Consumer Affairs and
Information Services, Securities and Exchange Commission, Washington, D.C.
20549, at prescribed rates, and are also available on the SEC's web site at
http://www.sec.gov.
FINANCIAL STATEMENTS AND EXPERTS
The unaudited financial statements and notes thereto of Cash Management
Fund and Prime Money Market Fund for the six-month period ended February 29,
2000 and the audited financial statements and notes thereto of Cash Management
Fund and Prime Money Market Fund for the fiscal year ended August 31, 1999 are
incorporated by reference into the Statement of Additional Information related
to this Combined Prospectus/Proxy Statement. The financial statements and
financial highlights for Cash Management Fund and Prime Money Market Fund for
the fiscal year ended August 31, 1999 have been incorporated herein by reference
in reliance on the report of PricewaterhouseCoopers LLP, independent auditors,
given on their authority as experts in auditing and accounting.
OTHER BUSINESS
The MFT Board knows of no other business to be brought before the Meeting.
However, if any other matters come before the Meeting, it is the intention of
the MFT Board that proxies that do not contain specific restrictions to the
contrary will be voted on such matters in accordance with the judgment of the
persons named in the enclosed form of proxy.
LITIGATION
MFT is not involved in any litigation that would have any material adverse
effect upon either Cash Management Fund or Prime Money Market Fund.
22
<PAGE>
SHAREHOLDER INQUIRIES
Shareholder inquiries may be addressed to MFT in writing at the address on
the cover page of this Combined Prospectus/Proxy Statement or by telephoning
1-800-34-VISTA.
* * *
SHAREHOLDERS WHO DO NOT EXPECT TO BE PRESENT AT THE MEETING ARE REQUESTED
TO DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE. NO
POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.
23
<PAGE>
APPENDIX A
AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Plan") made this ___th day
of _______, 2000 by Mutual Fund Trust (the "Trust"), a Massachusetts business
trust, on behalf of the Cash Management Fund (the "Transferor Portfolio") and
the Prime Money Market Fund (the "Acquiring Portfolio").
WHEREAS, the Board of Trustees of the Trust has determined that the
transfer of all of the assets and liabilities of the Transferor Portfolio to the
Acquiring Portfolio is in the best interests of the Transferor Portfolio and the
Acquiring Portfolio, as well as the best interests of shareholders of the
Transferor Portfolio and the Acquiring Portfolio, and that the interests of
existing shareholders would not be diluted as a result of this transaction;
WHEREAS, the Trust intends to provide for the reorganization of the
Transferor Portfolio (the "Reorganization") through the acquisition by the
Acquiring Portfolio of all of the assets, subject to all of the liabilities, of
the Transferor Portfolio in exchange for shares of beneficial interest, par
value $.01 per share, of the Acquiring Portfolio (the "Acquiring Portfolio
Shares"), the liquidation of the Transferor Portfolio and the distribution to
Transferor Portfolio shareholders of such Acquiring Portfolio Shares, all
pursuant to the provisions of Section 368(a)(1) of the Internal Revenue Code of
1986, as amended (the "Code");
NOW, THEREFORE, in consideration of the mutual promises herein contained,
the Transferor Portfolio and the Acquiring Portfolio hereto agree as follows:
1. TRANSFER OF ASSETS OF THE TRANSFEROR PORTFOLIO IN EXCHANGE FOR THE ACQUIRING
PORTFOLIO SHARES AND LIQUIDATION OF THE TRANSFEROR PORTFOLIO
(a) Plan of Reorganization.
(i) The Trust on behalf of the Transferor Portfolio listed above, will
convey, transfer and deliver to the Acquiring Portfolio all of the then existing
assets of the Transferor Portfolio (consisting, without limitation, of portfolio
securities and instruments, dividend and interest receivables, cash and other
assets). In consideration thereof, the Trust on behalf of the Acquiring
Portfolio will (A) assume and pay, to the extent that they exist on or after the
Effective Time of the Reorganization (as defined in Section 1(b)(i) hereof), all
of the obligations and liabilities of the Transferor Portfolio and (B) issue and
deliver to the Transferor Portfolio full and fractional shares of beneficial
interest of the Acquiring Portfolio, with respect to the Acquiring Portfolio
equal to that number of full and fractional Acquiring Portfolio Shares as
determined in Section 1(c) hereof. The Acquiring Portfolio Shares issued and
delivered to the Transferor Portfolio shall be of various share classes, with
the amounts of shares of each class to be determined by the parties. Any shares
of capital stock (if any), par value $.001 per share, of the Transferor
Portfolio ("Transferor Portfolio Shares") held in the treasury of the Trust at
the Effective Time of the Reorganization shall thereupon be retired. Such
transactions shall take place on the date provided for in Section 1(b) hereof
(the "Exchange Date"). All computations for the Transferor Portfolio and the
Acquiring Portfolio shall be performed by The Chase Manhattan Bank (the
"Custodian"), as custodian and pricing agent for the Transferor Portfolio and
the Acquiring Portfolio. The determination of said Custodian shall be conclusive
and binding on all parties in interest.
(ii) As of the Effective Time of the Reorganization, the Transferor
Portfolio will liquidate and distribute pro rata to its shareholders of record
("Transferor Portfolio Shareholders") as of the Effective Time of the
Reorganization the Acquiring Portfolio Shares received by such Transferor
Portfolio pursuant to Section 1(a)(i) in actual or constructive exchange for the
shares of the Transferor Portfolio held by the Transferor Portfolio
shareholders. Such liquidation and distribution will be accomplished by the
transfer of the Acquiring Portfolio Shares then credited to the account of each
Transferor Portfolio on the books of the Acquiring Portfolio, to open accounts
on the share records of the Acquiring Portfolio in the names of the Transferor
Portfolio shareholders and representing the respective pro rata number of the
Acquiring Portfolio Shares due such shareholders. The Acquiring Portfolio Shares
which are distributed to each Transferor Portfolio shareholder shall be of the
same share class as the Transferor Portfolio Shares owned by such Transferor
Portfolio shareholder. The Acquiring Portfolio will not issue certificates
representing the Acquiring Portfolio Shares in connection with such exchange.
(iii) As soon as practicable after the Effective Time of the
Reorganization, the Trust shall take all the necessary steps under Massachusetts
law, the Trust's Declaration of Trust and any other applicable law to effect a
complete dissolution of the Transferor Portfolio.
A-1
<PAGE>
(b) Exchange Date and Effective Time of the Reorganization.
(i) Subject to the satisfaction of the conditions to the Reorganization
specified in this Plan, the Reorganization shall occur as of the close of
regularly scheduled trading on the New York Stock Exchange (the "Effective Time
of the Reorganization") on , 2000, or such later date as may be agreed upon
by the parties (the "Exchange Date").
(ii) All acts taking place on the Exchange Date shall be deemed to take
place simultaneously as of the Effective Time of the Reorganization unless
otherwise provided.
(iii) In the event that on the proposed Exchange Date (A) the New York
Stock Exchange shall be closed to trading or trading thereon shall be
restricted, or (B) trading or the reporting of trading on said Exchange or
elsewhere shall be disrupted so that accurate valuation of the net assets of the
Acquiring Portfolio or the Transferor Portfolio is impracticable, the Exchange
Date shall be postponed until the first business day after the day when trading
shall have been fully resumed and reporting shall have been restored.
(iv) On the Exchange Date, portfolio securities of the Transferor
Portfolio shall be transferred by the Custodian to the accounts of the Acquiring
Portfolio duly endorsed in proper form for transfer, in such condition as to
constitute good delivery thereof in accordance with the custom of brokers, and
shall be accompanied by all necessary federal and state stock transfer stamps or
a check for the appropriate purchase price thereof.
(c) Valuation.
(i) The net asset value of the shares of the Acquiring Portfolio and the
net value of the assets of the Transferor Portfolio to be transferred in
exchange therefore shall be determined as of the Effective Time of the
Reorganization. The net asset value of the Acquiring Portfolio Shares shall be
computed by the Custodian in the manner set forth in the Trust's Declaration of
Trust or By-laws and then current prospectus and statement of additional
information and shall be computed to not less than two decimal places. The net
value of the assets of the Transferor Portfolio to be transferred shall be
computed by the Custodian by calculating the value of the assets transferred by
the Transferor Portfolio and by subtracting therefrom the amount of the
liabilities assigned and transferred to the Acquiring Portfolio, said assets and
liabilities to be valued in the manner set forth in the Trust's Declaration of
Trust or By-laws and then current prospectus and statement of additional
information.
(ii) The number of Acquiring Portfolio Shares to be issued (including
fractional shares, if any) by the Acquiring Portfolio in exchange for the
Transferor Portfolio's assets shall be determined by an exchange ratio computed
by dividing the net value of the Transferor Portfolio's assets by the net asset
value per share of the Acquiring Portfolio, both as determined in accordance
with Section 1(c)(i).
(iii) All computations of value shall be made by the Custodian in
accordance with its regular practice as pricing agent for the Acquiring
Portfolio and the Transferor Portfolio.
2. REPRESENTATIONS AND WARRANTIES OF THE ACQUIRING PORTFOLIO
The Acquiring Portfolio represents and warrants as follows:
(a) Organization, Existence, etc. The Trust is a business trust that is
duly organized, validly existing and in good standing under the laws of the
Commonwealth of Massachusetts and has the power to carry on its business as it
is now being conducted. The Acquiring Portfolio is a validly existing series of
shares of such business trust representing interests therein under the laws of
Massachusetts. The Acquiring Portfolio and the Trust has all necessary federal,
state and local authorization to own all of its properties and assets and to
carry on its business as now being conducted.
(b) Registration as Investment Company. The Trust is registered under the
Investment Company Act of 1940, as amended (the "Act") as an open-end investment
company of the management type; such registration has not been revoked or
rescinded and is in full force and effect.
(c) Current Offering Documents. The current prospectus and statement of
additional information of the Trust, each dated December 29, 1999, as amended,
included in the Trust's registration statement on Form N-1A filed with the
Securities and Exchange Commission, comply in all material respects with the
requirements of the Securities Act of 1933, as amended (the "Securities Act")
and the Act and do not contain an untrue statement of a material fact or omit to
state a material fact necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading.
A-2
<PAGE>
(d) Capitalization. The Trust has an unlimited number of authorized shares
of beneficial interest, par value $.001 per share, of which as of July 31, 2000
there were outstanding approximately 1,123,737,122 Vista Class shares,
1,234,809,765 Premier Class shares, 8,311,847,167 Institutional Class shares,
1,000 Reserve Class shares, 11,178,714 B Class shares and 149,587 C Class shares
of the Acquiring Portfolio, and no shares of such Portfolio were held in the
treasury of the Trust. All of the outstanding shares of the Trust have been duly
authorized and are validly issued, fully paid and nonassessable (except as
disclosed in the Trust's prospectus and recognizing that under Massachusetts
law, shareholders of a Trust portfolio could, under certain circumstances, be
held personally liable for the obligations of such Trust portfolio). Because the
Trust is an open-end investment company engaged in the continuous offering and
redemption of its shares, the number of outstanding shares may change prior to
the Effective Time of the Reorganization. All of the issued and outstanding
shares of the Acquiring Portfolio have been offered and sold in compliance in
all material respects with applicable registration requirements of the
Securities Act and applicable state securities laws.
(e) Financial Statements. The financial statements of the Trust with
respect to the Acquiring Portfolio for the fiscal year ended August 31, 1999,
which have been audited by PricewaterhouseCoopers LLP, and the unaudited
financial statements of the Trust with respect to the Acquiring Portfolio for
the six months ended February 29, 2000 fairly present the financial position of
the Acquiring Portfolio as of the dates thereof and the respective results of
operations and changes in net assets for each of the periods indicated in
accordance with generally accepted accounting principles ("GAAP").
(f) Shares to be Issued Upon Reorganization. The Acquiring Portfolio Shares
to be issued in connection with the Reorganization will be duly authorized and
upon consummation of the Reorganization will be validly issued, fully paid and
nonassessable (except as disclosed in the Trust's prospectus and recognizing
that under Massachusetts law, shareholders of a Trust portfolio could, under
certain circumstances, be held personally liable for the obligations of such
portfolio).
(g) Authority Relative to this Plan. The Trust, on behalf of the Acquiring
Portfolio, has the power to enter into this Plan and to carry out its
obligations hereunder. The execution and delivery of this Plan and the
consummation of the transactions contemplated hereby have been duly authorized
by the Trust's Board of Trustees and no other proceedings by the Trust other
than those contemplated under this Plan are necessary to authorize its officers
to effectuate this Plan and the transactions contemplated hereby. The Trust is
not a party to or obligated under any provision of its Declaration of Trust or
By-laws, or under any indenture or contract provision or any other commitment or
obligation, or subject to any order or decree, which would be violated by or
which would prevent its execution and performance of this Plan in accordance
with its terms.
(h) Liabilities. There are no liabilities of the Acquiring Portfolio,
whether actual or contingent and whether or not determined or determinable,
other than liabilities disclosed or provided for in the Trust's financial
statements with respect to the Acquiring Portfolio and liabilities incurred in
the ordinary course of business subsequent to February 29, 2000 or otherwise
previously disclosed to the Trust with respect to the Acquiring Portfolio, none
of which has been materially adverse to the business, assets or results of
operations of the Acquiring Portfolio.
(i) No Material Adverse Change. Since August 31, 1999, there has been no
material adverse change in the financial condition, results of operations,
business, properties or assets of the Acquiring Portfolio, other than those
occurring in the ordinary course of business (for these purposes, a decline in
net asset value and a decline in net assets due to redemptions do not constitute
a material adverse change).
(j) Litigation. There are no claims, actions, suits or proceedings pending
or, to the knowledge of the Trust, threatened which would adversely affect the
Trust or the Acquiring Portfolio's assets or business or which would prevent or
hinder consummation of the transactions contemplated hereby, there are no facts
which would form the basis for the institution of administrative proceedings
against the Trust or the Acquiring Portfolio and, to the knowledge of the Trust,
there are no regulatory investigations of the Trust or the Acquiring Portfolio,
pending or threatened, other than routine inspections and audits.
(k) Contracts. No default exists under any material contract or other
commitment to which the Trust, on behalf of the Acquiring Portfolio, is subject.
(l) Taxes. The federal income tax returns of the Trust with respect to the
Acquiring Portfolio, and all other income tax returns required to be filed by
the Trust with respect to the Acquiring Portfolio, have been filed for all
taxable years to and including August 31, 1999, and all taxes payable pursuant
to such returns have been paid. To the knowledge of the Trust, no such return is
under audit and no assessment has been asserted in respect of any such return.
All federal and other taxes owed by the Trust with respect to the
A-3
<PAGE>
Acquiring Portfolio have been paid so far as due. The Trust and the Acquiring
Portfolio currently are in compliance with Section 817(h) of the Code and will
continue to be so up until and at the Exchange Date.
(m) No Approvals Required. Except for the Registration Statement (as
defined in Section 4(a) hereof) and the approval of the Transferor Portfolio's
shareholders (referred to in Section 6(a) hereof), no consents, approvals,
authorizations, registrations or exemptions under federal or state laws are
necessary for the consummation by the Trust of the Reorganization, except such
as have been obtained as of the date hereof.
3. REPRESENTATIONS AND WARRANTIES OF THE TRANSFEROR PORTFOLIO
The Transferor Portfolio represents and warrants as follows:
(a) Organization, Existence, etc. The Trust is a business trust that is
duly organized, validly existing and in good standing under the laws of the
Commonwealth of Massachusetts and has the power to carry on its business as it
is now being conducted. The Transferor Portfolio is a validly existing series of
shares of such business trust representing interests therein under the laws of
Massachusetts. The Transferor Portfolio and the Trust has all necessary federal,
state and local authorization to own all of its properties and assets and to
carry on its business as now being conducted.
(b) Registration as Investment Company. The Trust is registered under the
Act as an open-end investment company of the management type; such registration
has not been revoked or rescinded and is in full force and effect.
(c) Current Offering Documents. The current prospectus and statement of
additional information of the Trust, each December 29, 1999, as amended,
included in the Trust's registration statement on Form N-1A filed with the
Commission, comply in all material respects with the requirements of the
Securities Act and the Act and do not contain an untrue statement of a material
fact or omit to state a material fact necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading.
(d) Capitalization. The Trust has an unlimited number of authorized shares
of beneficial interest, par value $.001 per share, of which as of July 31, 2000
there were outstanding approximately 7,039,723,293 Vista Class shares,
454,874,201 Premier Class shares and 3,109,761,813 Institutional Class shares of
the Transferor Portfolio, and no shares of such Portfolio were held in the
treasury of the Trust. All of the outstanding shares of the Trust have been duly
authorized and are validly issued, fully paid and nonassessable (except as
disclosed in the Trust's prospectus and recognizing that under Massachusetts
law, shareholders of a Trust portfolio could, under certain circumstances, be
held personally liable for the obligations of such Trust portfolio). Because the
Trust is an open-end investment company engaged in the continuous offering and
redemption of its shares, the number of outstanding shares may change prior to
the Effective Time of the Reorganization. All such shares will, at the Exchange
Date, be held by the shareholders of record of the Transferor Portfolio as set
forth on the books and records of the Trust in the amounts set forth therein,
and as set forth in any list of shareholders of record provided to the Acquiring
Portfolio for purposes of the Reorganization, and no such shareholders of record
will have any preemptive rights to purchase any Transferor Portfolio shares, and
the Transferor Portfolio does not have outstanding any options, warrants or
other rights to subscribe for or purchase any Transferor Portfolio shares (other
than any existing dividend reinvestment plans of the Transferor Portfolio or as
set forth in this Plan), nor are there outstanding any securities convertible
into any shares of the Transferor Portfolio (except pursuant to any existing
exchange privileges described in the current prospectus and statement of
additional information of the Trust). All of the Transferor Portfolio's issued
and outstanding shares have been offered and sold in compliance in all material
respects with applicable registration requirements of the Securities Act and
applicable state securities laws.
(e) Financial Statements. The financial statements for the Trust with
respect to the Transferor Portfolio for the fiscal year ended August 31, 1999,
which have been audited by PricewaterhouseCoopers LLP, and the unaudited
financial statements for the Trust with respect to the Transferor Portfolio for
the six month period ended February 29, 2000 fairly present the financial
position of the Transferor Portfolio as of the dates thereof and the respective
results of operations and changes in net assets for each of the periods
indicated in accordance with GAAP.
(f) Authority Relative to this Plan. The Trust, on behalf of the Transferor
Portfolio, has the power to enter into this Plan and to carry out its
obligations hereunder. The execution and delivery of this Plan and the
consummation of the transactions contemplated hereby have been duly authorized
by the Trust's Board of Trustees and no other proceedings by the Trust other
than those contemplated under this Plan are necessary to authorize its officers
to effectuate this Plan and the transactions contemplated hereby. The Trust is
not a party
A-4
<PAGE>
to or obligated under any provision of its Declaration of Trust or By-laws, or
under any indenture or contract provision or any other commitment or obligation,
or subject to any order or decree, which would be violated by or which would
prevent its execution and performance of this Plan in accordance with its terms.
(g) Liabilities. There are no liabilities of the Transferor Portfolio,
whether actual or contingent and whether or not determined or determinable,
other than liabilities disclosed or provided for in the Trust's Financial
Statements with respect to the Transferor Portfolio and liabilities incurred in
the ordinary course of business subsequent to February 29, 2000 or otherwise
previously disclosed to the Trust with respect to the Transferor Portfolio, none
of which has been materially adverse to the business, assets or results of
operations of the Transferor Portfolio.
(h) No Material Adverse Change. Since August 31, 1999, there has been no
material adverse change in the financial condition, results of operations,
business, properties or assets of the Transferor Portfolio, other than those
occurring in the ordinary course of business (for these purposes, a decline in
net asset value and a decline in net assets due to redemptions do not constitute
a material adverse change).
(i) Litigation. There are no claims, actions, suits or proceedings pending
or, to the knowledge of the Trust, threatened which would adversely affect the
Trust or the Transferor Portfolio' assets or business or which would prevent or
hinder consummation of the transactions contemplated hereby, there are no facts
which would form the basis for the institution of administrative proceedings
against the Trust or the Transferor Portfolio and, to the knowledge of the
Trust, there are no regulatory investigations of the Trust or the Transferor
Portfolio, pending or threatened, other than routine inspections and audits.
(j) Contracts. The Trust, on behalf of the Transferor Portfolio, is not
subject to any contracts or other commitments (other than this Plan) which will
not be terminated with respect to the Transferor Portfolio without liability to
the Trust or the Transferor Portfolio as of or prior to the Effective Time of
the Reorganization.
(k) Taxes. The federal income tax returns of the Trust with respect to each
Transferor Portfolio, and all other income tax returns required to be filed by
the Trust with respect to each Transferor Portfolio, have been filed for all
taxable years to and including August 31, 1999, and all taxes payable pursuant
to such returns have been paid. To the knowledge of the Trust, no such return is
under audit and no assessment has been asserted in respect of any such return.
All federal and other taxes owed by the Trust with respect to the Transferor
Portfolio have been paid so far as due. The Trust and the Transferor Portfolio
currently are, and will continue to be up until and at the Exchange Date, in
compliance with Section 817(h) of the Code.
(l) No Approvals Required. Except for the Registration Statement (as
defined in Section 4(a) hereof) and the approval of the Transferor Portfolio's
shareholders referred to in Section 6(a) hereof, no consents, approvals,
authorizations, registrations or exemptions under federal or state laws are
necessary for the consummation by the Trust of the Reorganization, except such
as have been obtained as of the date hereof.
4. COVENANTS OF THE ACQUIRING PORTFOLIO
The Acquiring Portfolio covenants to the following:
(a) Registration Statement. On behalf of the Acquiring Portfolio, the Trust
shall file with the Commission a Registration Statement on Form N-14 (the
"Registration Statement") under the Securities Act relating to the Acquiring
Portfolio Shares issuable hereunder and the proxy statement of the Transferor
Portfolio relating to the meeting of the Transferor Portfolio's shareholders
referred to in Section 5(a) herein. At the time the Registration Statement
becomes effective, the Registration Statement (i) will comply in all material
respects with the provisions of the Securities Act and the rules and regulations
of the Commission thereunder (the "Regulations") and (ii) will not contain an
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein not misleading;
and at the time the Registration Statement becomes effective, at the time of the
Transferor Portfolio shareholders' meeting referred to in Section 5(a) hereof,
and at the Effective Time of the Reorganization, the prospectus/proxy statement
(the "Prospectus") and statement of additional information (the "Statement of
Additional Information") included therein, as amended or supplemented by any
amendments or supplements filed by the Trust, will not contain an untrue
statement of a material fact or omit to state a material fact necessary to make
the statements therein, in light of the circumstances under which they were
made, not misleading.
(b) Cooperation in Effecting Reorganization. The Acquiring Portfolio
agrees to use all reasonable efforts to effectuate the Reorganization, to
continue in operation thereafter, and to obtain any necessary regulatory
approvals for the Reorganization. The Acquiring Portfolio shall furnish such
data and information relating to
A-5
<PAGE>
the Acquiring Portfolio as shall be reasonably requested for inclusion in the
information to be furnished to the Transferor Portfolio shareholders in
connection with the meeting of the Transferor Portfolio's shareholders for the
purpose of acting upon this Plan and the transactions contemplated herein.
(c) Operations in the Ordinary Course. Except as otherwise contemplated by
this Plan, of the Acquiring Portfolio shall conduct its business in the ordinary
course until the consummation of the Reorganization, it being understood that
such ordinary course of business will include the declaration and payment of
customary dividends and distributions.
5. COVENANTS OF THE TRANSFEROR PORTFOLIO
The Transferor Portfolio covenants to the following:
(a) Meeting of the Transferor Portfolio's Shareholders. The Trust shall
call and hold a meeting of the shareholders of the Transferor Portfolio for the
purpose of acting upon this Plan and the transactions contemplated herein.
(b) Portfolio Securities. With respect to the assets to be transferred in
accordance with Section 1(a), the Transferor Portfolio's assets shall consist of
all property and assets of any nature whatsoever, including, without limitation,
all cash, cash equivalents, securities, claims and receivables (including
dividend and interest receivables) owned, and any deferred or prepaid expenses
shown as an asset on the Trust's books. At least five (5) business days prior to
the Exchange Date, the Transferor Portfolio will provide the Trust, for the
benefit of the Acquiring Portfolio, with a list of its assets and a list of its
stated liabilities. The Transferor Portfolio shall have the right to sell any of
the securities or other assets shown on the list of assets prior to the Exchange
Date but will not, without the prior approval of the Trust, on behalf of the
Acquiring Portfolio, acquire any additional securities other than securities
which the Acquiring Portfolio is permitted to purchase, pursuant to its
investment objective and policies or otherwise (taking into consideration its
own portfolio composition as of such date). In the event that the Transferor
Portfolio holds any investments that the Acquiring Portfolio would not be
permitted to hold, the Transferor Portfolio will dispose of such securities
prior to the Exchange Date to the extent practicable and to the extent that its
shareholders would not be materially affected in an adverse manner by such a
disposition. In addition, the Trust will prepare and deliver immediately prior
to the Effective Time of the Reorganization, a Statement of Assets and
Liabilities of the Transferor Portfolio, prepared in accordance with GAAP (each,
a "Schedule"). All securities to be listed in the Schedule for the Transferor
Portfolio as of the Effective Time of the Reorganization will be owned by the
Transferor Portfolio free and clear of any liens, claims, charges, options and
encumbrances, except as indicated in such Schedule, and, except as so indicated,
none of such securities is or, after the Reorganization as contemplated hereby,
will be subject to any restrictions, legal or contractual, on the disposition
thereof (including restrictions as to the public offering or sale thereof under
the Securities Act) and, except as so indicated, all such securities are or will
be readily marketable.
(c) Registration Statement. In connection with the preparation of the
Registration Statement, the Transferor Portfolio will cooperate with the
Acquiring Portfolio and will furnish to the Trust the information relating to
the Transferor Portfolio required by the Securities Act and the Regulations to
be set forth in the Registration Statement (including the Prospectus and
Statement of Additional Information). At the time the Registration Statement
becomes effective, the Registration Statement, insofar as it relates to the
Transferor Portfolio, (i) will comply in all material respects with the
provisions of the Securities Act and the Regulations and (ii) will not contain
an untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein not misleading;
and at the time the Registration Statement becomes effective, at the time of the
Transferor Portfolio's shareholders' meeting referred to in Section 5(a) and at
the Effective Time of the Reorganization, the Prospectus and Statement of
Additional Information, as amended or supplemented by any amendments or
supplements filed by the Trust, insofar as they relate to the Transferor
Portfolio, will not contain an untrue statement of a material fact or omit to
state a material fact necessary to make the statements therein, in the light of
the circumstances under which they were made, not misleading; provided, however,
that the representations and warranties in this subsection shall apply only to
statements in or omissions from the Registration Statement, Prospectus or
Statement of Additional Information made in reliance upon and in conformity with
information furnished by the Transferor Portfolio for use in the registration
statement, prospectus or statement of additional information as provided in this
Section 5(c).
(d) Cooperation in Effecting Reorganization. The Transferor Portfolio
agrees to use all reasonable efforts to effectuate the Reorganization and to
obtain any necessary regulatory approvals for the Reorganization.
A-6
<PAGE>
(e) Operations in the Ordinary Course. Except as otherwise contemplated by
this Plan, the Transferor Portfolio shall conduct its business in the ordinary
course until the consummation of the Reorganization, it being understood that
such ordinary course of business will include the declaration and payment of
customary dividends and distributions.
(f) Statement of Earnings and Profits. As promptly as practicable, but in
any case within 60 days after the Exchange Date, the Trust on behalf of the
Transferor Portfolio, shall prepare a statement of the earnings and profits of
the Transferor Portfolio for federal income tax purposes, and of any capital
loss carryovers and other items that the Acquiring Portfolio will succeed to and
take into account as a result of Section 381 of the Code.
6. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE TRANSFEROR PORTFOLIO
The obligations of the Transferor Portfolio with respect to the consummation of
the Reorganization are subject to the satisfaction of the following conditions:
(a) Approval by the Transferor Portfolio's Shareholders. This Plan and the
transactions contemplated by the Reorganization shall have been approved by the
requisite vote of the shares of the Transferor Portfolio entitled to vote on the
matter ("Transferor Shareholder Approval").
(b) Covenants, Warranties and Representations. The Acquiring Portfolio
shall have complied with each of its covenants contained herein, each of the
representations and warranties contained herein shall be true in all material
respects as of the Effective Time of the Reorganization (except as otherwise
contemplated herein), and there shall have been no material adverse change (as
described in Section 2(i)) in the financial condition, results of operations,
business, properties or assets of each of the Acquiring Portfolio since August
31, 1999.
(c) Regulatory Approval. The Registration Statement shall have been
declared effective by the Commission and no stop orders under the Securities Act
pertaining thereto shall have been issued, and all other approvals,
registrations, and exemptions under federal and state laws considered to be
necessary shall have been obtained (collectively, the "Regulatory Approvals").
(d) Tax Opinion. The Trust shall have received the opinion of Simpson
Thacher & Bartlett, dated on or before the Exchange Date, addressed to and in
form and substance satisfactory to the Trust, as to certain of the federal
income tax consequences under the Code of the Reorganization, insofar as it
relates to the Transferor Portfolio and the Acquiring Portfolio, and to
shareholders of each Transferor Portfolio (the "Tax Opinion"). For purposes of
rendering the Tax Opinion, Simpson Thacher & Bartlett may rely exclusively and
without independent verification, as to factual matters, upon the statements
made in this Plan, the Prospectus and Statement of Additional Information, and
upon such other written representations as the President or Treasurer of the
Trust will have verified as of the Effective Time of the Reorganization. The Tax
Opinion will be to the effect that, based on the facts and assumptions stated
therein, for federal income tax purposes: (i) the Reorganization will constitute
a reorganization within the meaning of section 368(a)(1) of the Code with
respect to the Transferor Portfolio and the Acquiring Portfolio; (ii) no gain or
loss will be recognized by any of the Transferor Portfolio or the Acquiring
Portfolio upon the transfer of all the assets and liabilities, if any, of the
Transferor Portfolio to the Acquiring Portfolio solely in exchange for shares of
the Acquiring Portfolio or upon the distribution of the shares of the Acquiring
Portfolio to the holders of the shares of the Transferor Portfolio solely in
exchange for all of the shares of the Transferor Portfolio; (iii) no gain or
loss will be recognized by shareholders of the Transferor Portfolio upon the
exchange of shares of such Transferor Portfolio solely for shares of the
Acquiring Portfolio; (iv) the holding period and tax basis of the shares of the
Acquiring Portfolio received by each holder of shares of the Transferor
Portfolio pursuant to the Reorganization will be the same as the holding period
and tax basis of shares of the Transferor Portfolio held by the shareholder
(provided the shares of the Transferor Portfolio were held as a capital asset on
the date of the Reorganization) immediately prior to the Reorganization; and (v)
the holding period and tax basis of the assets of the Transferor Portfolio
acquired by the Acquiring Portfolio will be the same as the holding period and
tax basis of those assets to the Transferor Portfolio immediately prior to the
Reorganization.
7. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING PORTFOLIO
The obligations of the Acquiring Portfolio with respect to the consummation of
the Reorganization are subject to the satisfaction of the following conditions:
(a) Approval by the Transferor Portfolio's Shareholders. The Transferor
Shareholder Approval shall have been obtained.
A-7
<PAGE>
(b) Covenants, Warranties and Representations. The Transferor Portfolio
shall have complied with each of its covenants contained herein, each of the
representations and warranties contained herein shall be true in all material
respects as of the Effective Time of the Reorganization (except as otherwise
contemplated herein), and there shall have been no material adverse change (as
described in Section 3(h) in the financial condition, results of operations,
business, properties or assets of the Transferor Portfolio since August 31,
1999.
(c) Portfolio Securities. All securities to be acquired by each Acquiring
Portfolio in the Reorganization shall have been approved for acquisition by The
Chase Manhattan Bank, in its capacity as investment adviser to the Acquiring
Portfolio, as consistent with the investment policies of the Acquiring
Portfolio.
(d) Regulatory Approval. The Regulatory Approvals shall have been obtained.
(e) Distribution of Income and Gains. The Trust on behalf of the Transferor
Portfolio shall have distributed to the shareholders of the Transferor Portfolio
all of the Transferor Portfolio's investment company taxable income (without
regard to the deductions for dividends paid) as defined in Section 852(b)(2) of
the Code for its taxable year ending on the Exchange Date and all of its net
capital gain as such term is used in Section 852(b)(3) of the Code, after
reduction by any capital loss carryforward, for its taxable year ending on the
Exchange Date.
(f) Tax Opinion. The Trust shall have received the Tax Opinion.
8. AMENDMENTS; TERMINATIONS; NO SURVIVAL OF COVENANTS, WARRANTIES AND
REPRESENTATIONS
(a) Amendments. The parties hereto may, by agreement in writing authorized
by the Board of Trustees amend this Plan at any time before or after approval
hereof by the shareholders of the Transferor Portfolio, but after such approval,
no amendment shall be made which substantially changes the terms hereof.
(b) Waivers. At any time prior to the Effective Time of the Reorganization,
either the Transferor Portfolio or the Acquiring Portfolio may by written
instrument signed by it (i) waive any inaccuracies in the representations and
warranties made to it contained herein and (ii) waive compliance with any of the
covenants or conditions made for its benefit contained herein, except that
conditions set forth in Sections 6(c) and 7(d) may not be waived.
(c) Termination by the Transferor Portfolio. The Trust, on behalf of the
Transferor Portfolio, may terminate this Plan with respect to the Transferor
Portfolio at any time prior to the Effective Time of the Reorganization by
notice to the Acquiring Portfolio, the Trust and The Chase Manhattan Bank if (i)
a material condition to the performance of the Transferor Portfolio hereunder or
a material covenant of the Acquiring Portfolio contained herein shall not be
fulfilled on or before the date specified for the fulfillment thereof or (ii) a
material default or material breach of this Plan shall be made by the Acquiring
Portfolio.
(d) Termination by the Acquiring Portfolio. The Trust, on behalf of the
Acquiring Portfolio, may terminate this Plan with respect to the Acquiring
Portfolio at any time prior to the Effective Time of the Reorganization by
notice to the Transferor Portfolio, the Trust and The Chase Manhattan Bank if
(i) a material condition to the performance of the Acquiring Portfolio hereunder
or a material covenant of the Transferor Portfolio contained herein shall not be
fulfilled on or before the date specified for the fulfillment thereof or (ii) a
material default or material breach of this Plan shall be made by the Transferor
Portfolio.
(e) Termination by the Trust. This Plan may be terminated by the Trust at
any time prior to the Effective Time of the Reorganization, whether before or
after approval of this Plan by the shareholders of the Transferor Portfolio,
without liability on the part of any party hereto, its Trustees, officers or
shareholders or The Chase Manhattan Bank on notice to the other parties in the
event that the Board of Trustees determines that proceeding with this Plan is
not in the best interests of the shareholders of the Transferor Portfolio or the
Acquiring Portfolio.
(f) Survival. No representations, warranties or covenants in or pursuant to
this Plan, except for the provisions of Section 5(f) and Section 9 of this Plan,
shall survive the Reorganization.
9. EXPENSES; INSURANCE
The expenses of the Reorganization will be borne by The Chase Manhattan
Bank. Such expenses include, without limitation, (i) expenses incurred in
connection with the entering into and the carrying out of the provisions of this
Plan; (ii) expenses associated with the preparation and filing of the
Registration Statement (other than registration fees payable to the Commission
in respect of the registration of the Acquiring Portfolio shares registered
thereby, which shall be payable by the respective Acquiring Portfolio in which
such shares
A-8
<PAGE>
represent interests); (iii) fees and expenses of preparing and filing such forms
as are necessary under any applicable state securities laws in connection with
the Reorganization; (iv) postage; (v) printing; (vi) accounting fees; (vii)
legal fees and (viii) solicitation costs relating to the Reorganization.
10. NOTICES
Any notice, report, statement or demand required or permitted by any
provision of this Plan shall be in writing and shall be given by hand, certified
mail or by facsimile transmission, shall be deemed given when received and shall
be addressed to the parties hereto at their respective addresses listed below or
to such other persons or addresses as the relevant party shall designate as to
itself from time to time in writing delivered in like manner:
if to the Trust (for itself or on behalf of the Transferor Portfolio or the
Acquiring Portfolio):
1211 Avenue of the Americas
41 Floor
New York, New York 10036
with a copy to:
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, New York 10017
Attention: Cynthia G. Cobden, Esq.
11. RELIANCE
All covenants and agreements made under this Plan shall be deemed to have
been material and relied upon by the Transferor Portfolio, the Acquiring
Portfolio and the Trust notwithstanding any investigation made by such party or
on its behalf.
12. HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT
(a) The section and paragraph headings contained in this Plan are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Plan.
(b) This Plan may be executed in any number of counterparts, each of which
shall be deemed an original.
(c) This Plan shall be governed by and construed in accordance with the
laws of The Commonwealth of Massachusetts.
(d) This Plan shall bind and inure to the benefit of the Trust, the
Transferor Portfolio and the Acquiring Portfolio and their respective successors
and assigns, but no assignment or transfer hereof or of any rights or
obligations hereunder shall be made by any party without the written consent of
the other parties. Nothing herein expressed or implied is intended or shall be
construed to confer upon or give any person, firm or corporation, other than the
parties hereto and their respective successors and assigns, any rights or
remedies under or by reason of this Plan.
(e) The name "Mutual Fund Trust" is the designation of the Trustees under a
Declaration of Trust dated December 1, 1994, as amended, and all persons dealing
with the Trust must look solely to the Trust's property for the enforcement of
any claims against the Trust, as neither the Trustees, officers, agents or
shareholders assume any personal liability for obligations entered into on
behalf of the Trust. No series of the Trust shall be liable for claims against
any other series of the Trust.
A-9
<PAGE>
IN WITNESS WHEREOF, the undersigned have executed this Plan as of the date first
above written.
Mutual Fund Trust
on behalf of the Transferor Portfolio
By: _________________________________
Name:
Title:
Mutual Fund Trust
on behalf of the Acquiring Portfolio
By: _________________________________
Name:
Title:
Agreed and acknowledged with respect to Section 9:
The Chase Manhattan Bank
By: _________________________________
Name:
Title:
A-10
<PAGE>
[CHASE VISTA FUND LOGO]
STATEMENT OF
ADDITIONAL INFORMATION
(Special Meeting of Shareholders of
Cash Management Fund,
a series of Mutual Fund Trust)
CASH MANAGEMENT FUND,
a series of Mutual Fund Trust
1211 Avenue of the Americas, 41st Floor, New York, NY 10036
(800) 34-VISTA
PRIME MONEY MARKET FUND
a series of Mutual Fund Trust
1211 Avenue of the Americas, 41st Floor, New York, NY 10036
(800) 34-VISTA
This Statement of Additional Information is not a prospectus but should be
read in conjunction with the Combined Prospectus/Proxy Statement dated August
30, 2000 for the Special Meeting of Shareholders of Cash Management Fund ("Cash
Management Fund"), a series of Mutual Fund Trust ("MFT"), to be held on October
5, 2000. Copies of the Combined Prospectus/Proxy Statement may be obtained at no
charge by calling Cash Management Fund at 1-800-34-VISTA.
Unless otherwise indicated, capitalized terms used herein and not otherwise
defined have the same meanings as are given to them in the Combined
Prospectus/Proxy Statement.
Further information about Prime Money Market Fund is contained in MFT's
Statement of Additional Information dated December 29, 1999, which is
incorporated herein by reference.
The date of this Statement of Additional Information is August 30, 2000.
<PAGE>
<TABLE>
<CAPTION>
Table of Contents Page
------------------------------------------
<S> <C>
General Information ................... 3
Financial Statements .................. 4
Pro Forma Financial Statem.ents ....... 5
</TABLE>
2
<PAGE>
GENERAL INFORMATION
The Shareholders of Cash Management Fund are being asked to approve or
disapprove an Agreement and Plan of Reorganization (the "Reorganization Plan")
dated as of [ ], 2000 by and between MFT, on behalf of Prime Money Market Fund,
and MFT, on behalf of Cash Management Fund, and the transactions contemplated
thereby. The Reorganization Plan contemplates the transfer of all of the assets
and liabilities of Cash Management Fund to Prime Money Market Fund in exchange
for shares issued by MFT in Prime Money Market Fund that will have an aggregate
net asset value equal to the aggregate net asset value of the shares of Cash
Management Fund that are outstanding immediately before the Effective Time of
the Reorganization.
Following the exchange, Cash Management Fund will make a liquidating
distribution of Prime Money Market Fund shares to its shareholders, so that (a)
a holder of Vista Class Shares in Cash Management Fund will receive Vista Class
Shares of Prime Money Market Fund, (b) a holder of Premier Class Shares in Cash
Management Fund will receive Premier Class Shares of Prime Money Market Fund and
(c) a holder of Institutional Class Shares of Cash Management Fund will receive
Institutional Class Shares of Prime Money Market Fund, in each case of equal
value, plus the right to receive any unpaid dividends and distributions that
were declared before the Effective Time of the Reorganization. Upon completion
of the Reorganization, Cash Management Fund will be dissolved under state law
and will de-register under the 1940 Act.
A Special Meeting of shareholders of Cash Management Fund to consider the
Reorganization Plan and the related transaction will be held at the offices of
The Chase Manhattan Bank, 1211 Avenue of the Americas, 41st Floor, New York, New
York, 10036, on October 5, 2000 at 11:00 a.m., (Eastern time). For further
information about the transaction, see the Combined Prospectus/Proxy Statement.
3
<PAGE>
FINANCIAL STATEMENTS
The unaudited financial statements and notes thereto of Cash Management
Fund and Prime Money Market Fund contained in its Semi-Annual Report to
Shareholders dated February 29, 2000 and the audited financial statements and
notes thereto of Cash Management Fund and Prime Money Market Fund contained in
their Annual Report to Shareholders dated August 31, 1999 are incorporated by
reference into this Statement of Additional Information related to the Combined
Prospectus/Proxy Statement. The financial statements and notes thereto which
appear in Cash Management Fund's and Prime Money Market Fund's Annual Report to
Shareholders have been audited by PricewaterhouseCoopers LLP, whose report
thereon also appears in such Annual Report and is also incorporated herein by
reference. No other parts of the Semi-Annual or Annual Reports are incorporated
herein by reference.
4
<PAGE>
PRO FORMA FINANCIAL STATEMENTS
Chase Vista Funds
Cash Management Fund/Prime Money Market Fund
Pro Forma Combining Schedule of Portfolio Investments
February 29, 2000 (Unaudited)
(Amounts in thousands)
<TABLE>
<CAPTION>
Principal Amount (USD) Market Value
--------------------------------------- --------------------------------------
Cash Prime Pro Forma Cash Prime Pro Forma
Management Money Market Combined Management Money Market Combined
------------ -------------- ----------- ------------ -------------- ----------
<S> <C> <C> <C> <C> <C> <C>
U.S. Government Agency Securities--2.7%
Federal Home Loan Bank,
5.06%, 03/09/00 $40,000 $40,000 $ 40,000 $ 40,000
DN, 5.66%, 05/26/00 34,000 $60,000 94,000 33,553 $ 59,211 92,764
DN, 5.70%, 03/15/00 25,000 25,000 24,947 24,947
DN, 5.85%, 11/17/00 35,000 35,000 33,597 33,597
DN, 5.93%, 11/24/00 35,000 50,000 85,000 33,541 47,916 81,457
DN, 5.93%, 12/01/00 93,900 93,900 89,884 89,884
DN, 6.03%, 12/08/00 55,000 55,000 52,549 52,549
DN, 6.13%, 12/22/00 15,000 15,000 14,287 14,287
DN, 6.32%, 01/08/01 25,000 25,000 23,707 23,707
DN, 6.50%, 02/01/01 25,000 25,000 50,000 23,572 23,572 47,144
-------- -------- --------
Total U.S. Government Agency
Securities (Cost $500,336) 220,550 279,786 $500,336
========
State and Municipal Obligations--0.8%
California--0.5%
California Housing Finance Agency,
Home Mortgage, Ser. M, FRDO, +,
5.83%, 03/06/00 61,200 61,200 61,200 61,200
California Pollution Control Financing
Authority, Environmental Improvement,
Shell Oil Co., Project B, FRDO,
5.89%, 03/01/00 20,000 20,000 20,000 20,000
Sacramento County, California, FRDO,
5.85%, 03/06/00 22,000 22,000 22,000 22,000
-------- --------
103,200 103,200
========
Michigan--0.0%
Sault Ste Marie Michigan Tribe Building
Authority, Taxable, FRDO, 6.46%, 06/01/00 5,056 5,056 5,056 5,056
-------- --------
Missouri--0.1%
SSM Healthcare, Missouri Health
Facilities, Ser. E, FRDO, +, 5.95%, 03/07/00 16,200 16,200 16,200 16,200
-------- --------
Texas--0.2%
Texas State, Taxable, Medical Options
Period, FRDO, 5.99%, 03/01/00 3,600 3,600 3,600 3,600
Texas State, Veterans Housing, Ser. A-2,
FRDO, 5.85%, 03/06/00 27,500 27,500 27,500 27,500
-------- -------- --------
27,500 3,600 31,100
-------- -------- --------
Total State and Municipal Obligations
(Cost $155,556) 146,900 8,656 155,556
========
Corporate Notes & Bonds--47.2%
Asset Backed Securities--16.6%
Asset Backed Capital LTD
(Channel Islands), MTN, #,
5.28%, 06/01/00 50,000 50,000 50,000 50,000
FRN, 6.02%, 05/15/00 50,000 50,000 50,000 50,000
FRN, 6.04%, 04/24/00 50,000 50,000 50,000 50,000
Bavaria TRR Corp., (Germany), FRN,
6.01%, 03/23/00 75,000 75,000 74,999 74,999
Beta Finance Corp., Inc.,
(Channel Islands), MTN, #,
5.20%, 03/01/00 23,000 23,000 23,000 23,000
5.22%, 03/06/00 30,000 30,000 30,000 30,000
</TABLE>
5
<PAGE>
Chase Vista Funds
Cash Management Fund/Prime Money Market Fund
Pro Forma Combining Schedule of Portfolio Investments
February 29, 2000 (Unaudited) (continued)
(Amounts in thousands)
<TABLE>
<CAPTION>
Principal Amount (USD) Market Value
--------------------------------------- --------------------------------------
Cash Prime Pro Forma Cash Prime Pro Forma
Management Money Market Combined Management Money Market Combined
------------ -------------- ----------- ------------ -------------- ----------
<S> <C> <C> <C> <C> <C> <C>
Asset Backed Securities--continued
5.27%, 05/15/00 $ 45,000 $ 45,000 $ 45,000 $ 45,000
6.02%, 08/15/00 $ 60,000 60,000 $ 60,000 60,000
6.87%, 02/26/01 65,000 65,000 65,000 65,000
FRN, 6.06%, 07/27/00 70,000 70,000 70,000 70,000
CC USA, Inc., (Centauri Corp.), MTN, #,
5.18%, 04/25/00 50,000 50,000 50,000 50,000
5.68%, 06/15/00 24,000 24,000 24,000 24,000
5.75%, 07/20/00 60,000 60,000 60,000 60,000
6.10%, 09/07/00 60,000 60,000 60,000 60,000
FRN, 5.85%, 04/26/00 50,000 50,000 49,999 49,999
FRN, 5.96%, 05/22/00 100,000 100,000 99,998 99,998
Certificates Linked to Asset Backed
Certificates, FRN, #,
5.90%, 04/18/00 50,000 50,000 50,000 50,000
Ser. 1998-4, 5.88%, 08/18/00 100,000 100,000 100,000 100,000
Corporate Asset Funding, FRN,
5.91%, 03/15/00 127,000 127,000 127,000 127,000
Dorada Finance Inc., MTN, #,
5.60%, 06/07/00 35,000 35,000 35,000 35,000
FRN, 5.87%, 07/17/00 70,000 70,000 69,991 69,991
FRN, 6.12%, 09/05/00 75,000 75,000 75,000 75,000
K2 (USA) LLC,
FRN, 6.03%, 03/29/00 50,000 50,000 50,000 50,000
FRN, 6.04%, 03/15/00 50,000 50,000 50,000 50,000
MTN, #, 5.60%, 06/12/00 25,000 25,000 25,000 25,000
MTN, #, 5.68%, 06/15/00 35,000 35,000 35,000 35,000
MTN, FRN, #, 5.97%, 05/30/00 70,000 70,000 70,000 70,000
MTN, FRN, #, 5.99%, 08/15/00 100,000 100,000 100,000 100,000
MTN, FRN, #, 6.11%, 10/16/00 75,000 75,000 75,000 75,000
Liberty Lighthouse U.S. Capital Co.,
FRN, #,
6.07%, 03/05/01 120,000 120,000 120,000 120,000
6.21%, 11/06/00 65,000 65,000 65,002 65,002
Restructured Asset Securities with
Enhanced Returns (RACERS), FRN, #,
1999 Ser. MM-16, 5.91%, 06/02/00 100,000 100,000 100,000 100,000
1999 Ser. MM-35, 5.99%, 12/15/00 37,000 37,000 37,000 37,000
Short Term Repackage Asset Trust
Securities (STRATS), 1999, Ser. C,
FRN, #, 5.95%, 04/13/00 25,000 25,000 25,000 25,000
Sigma Finance Corp., (Channel Islands),
FRN, #, 6.22%, 03/15/00 35,000 35,000 35,000 35,000
FRN, 6.29%, 04/25/00 100,000 100,000 100,000 100,000
MTN, 5.38%, 03/13/00 50,000 50,000 50,000 50,000
MTN, FRN, #, 5.92%, 03/05/01 75,000 75,000 75,000 75,000
MTN, FRN, #, 5.97%, 05/25/00 25,000 25,000 24,999 24,999
MTN, FRN, #, 5.98%, 04/25/00 25,000 25,000 25,000 25,000
MTN, FRN, #, 6.11%, 06/11/00 50,000 50,000 50,000 50,000
MTN, FRN, #, 6.15%, 09/15/00 70,000 70,000 70,000 70,000
MTN, FRN, #, 6.51%, 06/30/00 100,000 100,000 100,000 100,000
SMM Trust, #,
1999 Ser. B, 5.45%, 03/15/00 50,000 50,000 50,000 50,000
1999 Ser. B, FRN, 6.18%, 03/15/00 80,000 80,000 80,000 80,000
1999 Ser. E, 5.36%, 04/05/00 35,000 35,000 35,000 35,000
1999 Ser. E, FRN, 6.02%, 04/05/00 40,000 40,000 40,000 40,000
1999 Ser. G, FRN, 5.99%, 06/05/00 136,957 136,957 136,956 136,956
</TABLE>
6
<PAGE>
Chase Vista Funds
Cash Management Fund/Prime Money Market Fund
Pro Forma Combining Schedule of Portfolio Investments
February 29, 2000 (Unaudited) (continued)
(Amounts in thousands)
<TABLE>
<CAPTION>
Principal Amount (USD) Market Value
--------------------------------------- ----------------------------------------
Cash Prime Pro Forma Cash Prime Pro Forma
Management Money Market Combined Management Money Market Combined
------------ -------------- ----------- ------------ -------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Asset Backed Securities--continued
Structured Enhanced Return Trust,
(STEERS), MTN, FRN, #,
1998 Ser. A-39, 5.87%, 04/25/00 $ 42,400 $ 42,400 $ 42,400 $ 42,400
1998 Ser. A-42, 6.06%, 08/25/00 43,447 43,447 43,447 43,447
Structured Products Asset Return
Certificates, Ser. 1998-1, FRN, #,
6.16%, 11/27/00 $ 75,000 75,000 $ 75,000 75,000
UCP LLC, 1999 Ser. A-1, 6.17%, 09/23/00 14,003 14,003 14,001 14,001
---------- ---------- ----------
832,002 2,285,790 3,117,792
==========
Automotive--5.4%
Chrysler Financial Co., LLC, MTN,
5.85%, 05/15/00 66,000 66,000 66,098 66,098
Daimler Chrysler North America Holding
Corp., MTN, FRN, 5.98%, 02/22/01 200,000 200,000 199,851 199,851
Ford Motor Credit Co., MTN, FRN,
6.17%, 10/02/00 75,000 75,000 74,957 74,957
6.51%, 09/25/00 27,000 27,000 27,041 27,041
Ford Motor Holdings Co., 9.25%, 03/01/00 13,980 13,980 13,980 13,980
General Motors Acceptance Corp., MTN,
FRN, 6.03%, 12/14/00 250,000 250,000 249,828 249,828
PACCAR Financial Corp., MTN,
6.23%, 03/15/00 3,000 3,000 3,001 3,001
FRN, 5.99%, 02/14/01 25,000 25,000 24,986 24,986
Toyota Motor Credit Corp., MTN,
5.76%, 07/06/00 46,000 46,000 46,000 46,000
FRN, 6.05%, 08/18/00 134,000 134,000 134,000 134,000
FRN, 6.06%, 10/12/00 140,000 140,000 140,000 140,000
FRN, 6.91%, 10/25/00 20,000 20,000 20,012 20,012
VW Credit Inc., MTN, #, 5.67%, 07/13/00 25,000 25,000 24,992 24,992
---------- ---------- ----------
1,004,734 20,012 1,024,746
==========
Banking--5.6%
Abbey National Treasury Services PLC,
(United Kingdom), (Yankee), MTN,
5.24%, 03/01/00 25,000 25,000 25,000 25,000
American Express Centurion Bank,
5.89%, 03/29/00 50,000 50,000 50,000 50,000
FRN, 5.84%, 02/28/01 100,000 100,000 100,000 100,000
FRN, 5.96%, 05/25/00 16,000 16,000 16,000 16,000
FRN, 5.97%, 06/08/00 50,000 50,000 49,982 49,982
FRN, 6.10%, 04/20/00 143,000 143,000 143,000 143,000
Bank One Corp., FRN, 6.11%, 11/17/00 55,000 55,000 54,983 54,983
BankAmerica Corp.,
9.70%, 08/01/00 5,000 5,000 5,073 5,073
FRN, 5.92%, 03/16/00 70,000 70,000 69,999 69,999
Barclays Bank PLC, (United Kingdom),
FRN, 5.89%, 05/12/00 170,000 170,000 169,987 169,987
Credit Suisse First Boston International
(Guernsey), (Switzerland), FRN, #,
6.08%, 10/02/00 75,000 75,000 75,019 75,019
FCC National Bank, FRN, 5.95%, 05/26/00 50,000 50,000 49,994 49,994
U.S. Central Credit Union, MTN,
5.08%, 04/19/00 42,000 50,000 92,000 41,997 49,996 91,993
Wells Fargo Bank, NA, MTN,
5.31%, 03/31/00 100,000 100,000 99,996 99,996
5.31%, 04/03/00 50,000 50,000 49,997 49,997
---------- ---------- ----------
720,041 330,982 1,051,023
==========
</TABLE>
7
<PAGE>
Chase Vista Funds
Cash Management Fund/Prime Money Market Fund
Pro Forma Combining Schedule of Portfolio Investments
February 29, 2000 (Unaudited) (continued)
(Amounts in thousands)
<TABLE>
<CAPTION>
Principal Amount (USD) Market Value
--------------------------------------- ----------------------------------------
Cash Prime Pro Forma Cash Prime Pro Forma
Management Money Market Combined Management Money Market Combined
------------ -------------- ----------- ------------ -------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Diversified--1.7%
General Electric Capital Corp.,
6.66%, 05/01/00 $ 20,000 $ 20,000 $ 20,013 $ 20,013
MTN, 5.93%, 05/01/00 23,500 23,500 23,499 23,499
MTN, FRN, 6.04%, 05/03/00 $140,000 140,000 $140,000 140,000
MTN, FRN, 6.05%, 05/12/00 130,000 130,000 129,998 129,998
---------- -------- ----------
43,512 269,998 313,510
==========
Financial Services--10.4%
Associates Corp. of North America,
9.13%, 04/01/00 8,800 8,800 8,827 8,827
Bear Stearns Co., Inc., MTN, FRN,
5.94%, 02/23/01 200,000 200,000 200,001 200,001
CIT Group, Inc., MTN, FRN,
5.80%, 09/15/00 80,000 80,000 79,970 79,970
6.42%, 11/13/00 30,000 30,000 30,059 30,059
Commercial Credit Co., 6.13%, 03/01/00 10,000 10,000 10,000 10,000
Goldman Sachs Group, Inc., FRN,
#, 6.12%, 05/12/00 148,000 148,000 148,001 148,001
MTN, 6.06%, 08/07/00 75,000 75,000 75,000 75,000
MTN, 6.10%, 09/07/00 30,000 30,000 30,000 30,000
Goldman Sachs Group LP, FRN,
6.12%, 06/13/00 90,000 90,000 90,000 90,000
HomeSide Lending, Inc., FRN,
#, 6.29%, 08/16/00 50,000 50,000 50,003 50,003
MTN, 6.14%, 03/20/00 60,000 60,000 59,993 59,993
International Lease Finance Corp.,
6.63%, 08/15/00 22,150 22,150 22,206 22,206
MTN, 5.35%, 03/06/00 38,000 38,000 38,000 38,000
Merrill Lynch & Co., Inc., MTN,
5.56%, 06/30/00 94,000 94,000 94,000 94,000
FRN, 5.88%, 03/06/01 200,000 150,000 350,000 199,981 149,985 349,966
FRN, 6.15%, 08/04/00 50,000 50,000 50,008 50,008
FRN, 6.23%, 09/25/00 20,000 20,000 19,997 19,997
FRN, 6.39%, 08/03/00 12,000 12,000 12,014 12,014
Morgan Stanley Dean Witter & Co., FRN,
5.96%, 03/07/00 110,000 110,000 110,000 110,000
5.96%, 08/07/00 150,000 150,000 150,000 150,000
MTN, 5.96%, 05/15/01 55,000 55,000 55,003 55,003
MTN, 6.16%, 01/22/01 50,000 50,000 50,067 50,067
MTN, 6.22%, 03/13/01 35,000 35,000 35,000 35,000
MTN, 6.22%, 03/15/01 25,000 50,000 75,000 25,000 50,000 75,000
Sanwa Business Credit Corp., FRN, #,
6.16%, 03/13/00 25,000 25,000 25,001 25,001
U.S. Central Credit Union, MTN,
5.14%, 04/24/00 92,000 92,000 91,999 91,999
---------- -------- ----------
1,370,134 589,981 1,960,115
==========
Food/Beverage Products--0.1%
Sara Lee Corp., MTN, 6.50%, 05/16/00 15,000 15,000 15,013 15,013
----------
Insurance--3.3%
AIG Funding Inc., FRN, 6.03%, 10/12/00 50,000 50,000 50,000 50,000
First Allmerica Financial Life Insurance
Co., FRN, 6.03%, 04/07/00 73,200 73,200 73,200 73,200
G E Financial Assurance, FRN,
5.57%, 03/01/00 100,000 100,000 100,000 100,000
Jackson National Life Insurance Co., FRN,
6.12%, 01/18/01 100,000 100,000 100,000 100,000
6.20%, 09/01/03 42,900 42,900 42,900 42,900
</TABLE>
8
<PAGE>
Chase Vista Funds
Cash Management Fund/Prime Money Market Fund
Pro Forma Combining Schedule of Portfolio Investments
February 29, 2000 (Unaudited) (continued)
(Amounts in thousands)
<TABLE>
<CAPTION>
Principal Amount (USD) Market Value
--------------------------------------- ----------------------------------------
Cash Prime Pro Forma Cash Prime Pro Forma
Management Money Market Combined Management Money Market Combined
------------ -------------- ----------- ------------ -------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Insurance--continued
MetLife Funding Inc., FRN, #,
5.49%, 06/01/00 $ 50,000 $ 50,000 $ 50,000 $ 50,000
Prudential Funding Corp., FRN,
6.13%, 12/21/00 30,000 30,000 29,983 29,983
Security Life of Denver Insurance Co.,
FRN, 5.57%, 06/24/00 75,000 75,000 75,000 75,000
Travelers Insurance Co., FRN,
5.91%, 04/24/00 50,000 50,000 50,000 50,000
United of Omaha Life Insurance Company,
FRN, 5.95%, 05/17/02 50,000 50,000 50,000 50,000
---------- ---------- ----------
504,983 $ 116,100 621,083
==========
Machinery & Engineering Equipment--0.9%
Caterpillar Financial Services Corp.,
FRN, 5.47%, 05/18/00 30,000 30,000 30,003 30,003
MTN, 5.72%, 07/07/00 48,000 48,000 48,000 48,000
MTN, 5.80%, 03/15/00 5,000 5,000 5,001 5,001
MTN, FRN, 6.03%, 07/07/00 75,000 75,000 75,000 75,000
MTN, FRN, 6.06%, 03/10/00 14,500 14,500 14,501 14,501
---------- ----------
172,505 172,505
==========
Office/Business Equipment--0.3%
Xerox Credit Corp., MTN,
5.83%, 05/08/00 53,000 53,000 52,983 52,983
----------
Real Estate--0.4%
Main Place Real Estate Investment Corp.,
FRN, 6.21%, 10/25/00 84,000 84,000 84,034 84,034
----------
Retailing--0.0%
Wal-Mart Stores Inc., 5.85%, 06/01/00 5,360 5,360 5,363 5,363
----------
Telecommunications--1.1%
AT&T Capital Corp., MTN, FRN,
6.73%, 12/01/00 30,000 30,000 30,143 30,143
AT&T Corp., MTN, FRN, #,
5.99%, 07/13/00 175,000 175,000 174,943 174,943
---------- ----------
205,086 205,086
==========
Utilities--1.4%
Baltimore Gas & Electric Co., FRN,
6.11%, 03/01/00 62,000 62,000 62,002 62,002
Hydro Quebec (Canada), MTN, FRN,
5.98%, 01/15/22 $ 9,000 9,000 9,000 9,000
National Rural Utilities Co., Ser. C., MTN,
FRN, 6.06%, 09/08/00 190,000 190,000 190,000 190,000
---------- ---------- ----------
252,002 9,000 261,002
---------- ---------- ==========
Total Corporate Notes & Bonds
(Cost $8,884,255) 5,262,392 3,621,863 8,884,255
==========
Commercial Paper--24.2%
Asset Backed Securities--17.7%
ACE Overseas Corp., 6.04%, 03/01/00 60,000 60,000 60,000 60,000
Alpine Securitization Corp.,
5.83%, 03/14/00 72,451 72,451 72,299 72,299
5.83%, 03/23/00 100,000 100,000 99,646 99,646
Amsterdam Funding Corp.,
5.85%, 03/06/00 75,000 75,000 74,939 74,939
5.85%, 03/24/00 49,652 49,652 49,467 49,467
Aquinas Funding LLC, #,
6.05%, 03/08/00 37,000 37,000 36,957 36,957
</TABLE>
9
<PAGE>
Chase Vista Funds
Cash Management Fund/Prime Money Market Fund
Pro Forma Combining Schedule of Portfolio Investments
February 29, 2000 (Unaudited) (continued)
(Amounts in thousands)
<TABLE>
<CAPTION>
Principal Amount (USD) Market Value
--------------------------------------- --------------------------------------
Cash Prime Pro Forma Cash Prime Pro Forma
Management Money Market Combined Management Money Market Combined
------------ -------------- ----------- ------------ -------------- ----------
<S> <C> <C> <C> <C> <C> <C>
Commercial Paper--continued
Atlantis One Funding,
6.00%, 03/28/00 $ 50,000 $ 50,000 $ 49,782 $ 49,782
Bavaria Universal Funding,
5.87%, 03/22/00 47,000 47,000 46,840 46,840
Beta Finance Corp., Inc., (Channel Islands),
6.00%, 03/20/00 35,000 35,000 34,892 34,892
Compass Securitization LLC,
5.84%, 03/17/00 72,950 72,950 72,762 72,762
5.84%, 03/24/00 $ 50,000 64,000 114,000 $ 49,814 63,762 113,576
5.85%, 03/16/00 50,000 50,000 49,879 49,879
Concord Minutemen Capital Co., LLC,
5.84%, 03/17/00 150,189 150,189 149,800 149,800
Dorada Finance Inc., #,
5.83%, 04/28/00 60,000 60,000 59,460 59,460
6.00%, 05/05/00 65,000 65,000 64,326 64,326
Falcon Asset Securitization Corp.,
5.85%, 03/31/00 66,808 66,808 66,484 66,484
5.86%, 03/27/00 100,000 100,000 99,580 99,580
5.86%, 03/28/00 38,985 38,985 38,815 38,815
Forrestal Funding Master Trust,
5.85%, 03/27/00 26,267 26,267 26,157 26,157
Galaxy Funding Inc.,
5.86%, 03/28/00 85,000 85,000 84,628 84,628
5.87%, 03/13/00 54,600 54,600 54,494 54,494
5.87%, 03/15/00 45,000 45,000 44,898 44,898
Govco Inc., 6.04%, 05/25/00 40,000 40,000 39,438 39,438
International Securitization Corp.,
5.84%, 03/16/00 65,760 65,760 65,601 65,601
5.84%, 03/17/00 97,980 97,980 97,727 97,727
5.85%, 03/20/00 60,000 85,000 145,000 59,816 84,739 144,555
Intrepid Funding Master Trust, Ser. 1999-A,
6.28%, 09/05/00 125,000 150,000 275,000 121,031 145,238 266,269
Lexington Parker Capital Corp.,
5.84%, 03/14/00 100,000 100,000 99,790 99,790
5.85%, 03/13/00 61,961 61,961 61,841 61,841
Montauk Funding Corp.,
5.83%, 03/15/00 41,000 41,000 40,908 40,908
5.88%, 03/01/00 55,250 55,250 55,250 55,250
Monte Rosa Capital Corp., #,
6.02%, 05/15/00 75,585 75,585 74,650 74,650
Moriarty LLC,
6.05%, 03/08/00 60,000 60,000 120,000 59,930 59,930 119,860
6.27%, 08/17/00 40,000 40,000 80,000 38,858 38,858 77,716
6.29%, 08/22/00 85,000 85,000 82,494 82,494
Parthenon Receivables Funding LLC,
5.84%, 03/20/00 70,499 70,499 70,283 70,283
Sheffield Receivables Corp., #,
5.84%, 03/20/00 51,300 51,300 51,143 51,143
5.85%, 03/29/00 80,000 80,000 79,638 79,638
Sigma Finance Corp., (Channel Islands), #,
6.28%, 08/16/00 25,000 25,000 24,288 24,288
6.33%, 09/01/00 50,000 50,000 48,433 48,433
Thames Asset Global Securitization
(TAGS), #, 5.85%, 03/27/00 56,661 56,661 56,423 56,423
Three Rivers Funding Corp.,
5.82%, 03/10/00 88,699 88,699 88,570 88,570
Tulip Funding Corp., 5.84%, 03/13/00 86,215 86,215 86,048 86,048
Twin Towers Inc., #, 5.85%, 03/24/00 40,000 40,000 39,851 39,851
</TABLE>
10
<PAGE>
Chase Vista Funds
Cash Management Fund/Prime Money Market Fund
Pro Forma Combining Schedule of Portfolio Investments
February 29, 2000 (Unaudited) (continued)
(Amounts in thousands)
<TABLE>
<CAPTION>
Principal Amount (USD) Market Value
--------------------------------------- ----------------------------------------
Cash Prime Pro Forma Cash Prime Pro Forma
Management Money Market Combined Management Money Market Combined
------------ -------------- ----------- ------------ -------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Commercial Paper--continued
WCP Funding Inc., #, 5.85%, 03/14/00 $ 55,000 $ 55,000 $ 54,884 $ 54,884
Windmill Funding Corp., 5.83%, 03/13/00 $ 55,000 55,000 $ 54,894 54,894
---------- ---------- ----------
1,108,107 2,222,128 3,330,235
==========
Banking--3.3%
Banco Bozano Simonsen SA (Brazil),
5.93%, 06/15/00 50,000 50,000 49,176 49,176
Banco Itau SA (Cayman Islands),
6.05%, 05/12/00 20,000 20,000 19,768 19,768
Banco Rio De La Plata SA, (Argentina),
5.87%, 03/09/00 80,000 80,000 79,896 79,896
Banco Santander Puerto Rico,
5.83%, 03/14/00 100,000 100,000 99,791 99,791
5.84%, 03/10/00 54,450 54,450 54,371 54,371
Banca Serfin SA, (United Kingdom),
6.05%, 03/07/00 40,000 40,000 39,960 39,960
Banco Rio De La Plata SA, (Argentina),
6.04%, 03/09/00 100,000 100,000 99,868 99,868
Credit Suisse First Boston, (Switzerland),
5.94%, 03/09/00 20,000 20,000 19,974 19,974
Cregem North America Inc.,
5.89%, 04/10/00 90,000 90,000 89,425 89,425
CSN Overseas, 6.08%, 03/03/00 75,000 75,000 74,975 74,975
---------- ---------- ----------
159,802 467,402 627,204
==========
Consumer Products--0.4%
Florens Container Inc.,
6.04%, 03/07/00 25,000 25,000 24,975 24,975
6.04%, 03/08/00 25,000 25,000 24,971 24,971
6.09%, 05/04/00 32,500 32,500 32,159 32,159
---------- ---------- ----------
49,946 32,159 82,105
==========
Diversified--0.3%
General Electric Capital Services Inc.,
6.03%, 03/15/00 50,000 50,000 49,886 49,886
----------
Financial Services--0.3%
Associates First Capital Corp.,
5.88%, 03/01/00 50,000 50,000 50,000 50,000
----------
Food/Beverage Products--0.7%
Archer Daniels Midland Co.,
5.90%, 03/24/00 77,350 77,350 77,067 77,067
5.96%, 03/22/00 50,000 50,000 49,833 49,833
---------- ----------
126,900 126,900
==========
Hotels/Other Lodging--0.3%
Accor SA, (France), 6.04%, 03/07/00 50,000 50,000 49,950 49,950
----------
Telecommunications--0.4%
British Telecommunications PLC,
(United Kingdom), 6.27%, 08/31/00 85,000 85,000 82,373 82,373
----------
Utilities--0.8%
Comision Federal De Electricidad, (Mexico),
6.00%, 03/28/00 55,000 55,000 54,760 54,760
6.01%, 03/27/00 100,000 100,000 99,579 99,579
---------- ----------
154,339 154,339
---------- ---------- ==========
Total Commercial Paper
(Cost $4,552,992) 1,544,641 3,008,351 4,552,992
==========
</TABLE>
11
<PAGE>
Chase Vista Funds
Cash Management Fund/Prime Money Market Fund
Pro Forma Combining Schedule of Portfolio Investments
February 29, 2000 (Unaudited) (continued)
(Amounts in thousands)
<TABLE>
<CAPTION>
Principal Amount (USD) Market Value
--------------------------------------- --------------------------------------
Cash Prime Pro Forma Cash Prime Pro Forma
Management Money Market Combined Management Money Market Combined
------------ -------------- ----------- ------------ -------------- ----------
<S> <C> <C> <C> <C> <C> <C>
Certificates of Deposit--21.5%
Banco Bilboa Vizcaya SA
(Spain), (Yankee),
5.62%, 06/14/00 $ 35,000 $ 35,000 $ 34,996 $ 34,996
Bank Austria AG (Austria), (Yankee),
5.20%, 05/08/00 50,000 50,000 49,996 49,996
6.55%, 02/01/01 $ 50,000 50,000 100,000 $ 49,978 49,978 99,956
6.71%, 02/05/01 50,000 59,000 109,000 49,978 58,974 108,952
Banque Nationale De Paris, (France),
(Yankee), 5.98%, 05/01/00 110,000 130,000 240,000 110,000 130,002 240,002
Bayerische Hypo-und Vereinsbank AG,
Floating Rate, (Germany), (Yankee),
5.80%, 02/28/01 190,000 190,000 189,908 189,908
Bayerische Landesbank Girozentrale,
Floating Rate, (Germany), (Yankee),
5.78%, 04/10/00 50,000 50,000 49,996 49,996
5.80%, 03/01/01 190,000 190,000 189,908 189,908
5.81%, 12/15/00 130,000 135,000 265,000 129,923 134,921 264,844
6.00%, 08/02/00 120,000 120,000 119,975 119,975
Commerzbank AG (Germany), (Yankee),
5.12%, 04/25/00 27,000 27,000 26,997 26,997
6.52%, 01/08/01 90,000 90,000 89,978 89,978
Credit Communal De Belgique S.A.,
(Belgium), (Yankee),
5.96%, 10/02/00 25,000 25,000 24,976 24,976
Floating Rate, 5.79%, 05/01/01 100,000 100,000 99,951 99,951
Deutsche Bank AG, (Germany), (Yankee),
5.08%, 04/12/00 50,000 50,000 49,996 49,996
Floating Rate, 5.88%, 04/26/00 50,000 50,000 49,995 49,995
First Union National Bank, Floating Rate,
6.08%, 03/01/00 100,000 100,000 100,000 100,000
6.16%, 05/17/00 54,000 54,000 54,000 54,000
6.27%, 03/29/00 95,000 95,000 95,000 95,000
Fleet National Bank, Floating Rate,
5.97%, 04/17/00 73,000 73,000 72,996 72,996
6.04%, 10/26/00 100,000 100,000 99,974 99,974
Landesbank Baden-Wuerttemberg,
(Germany), (Yankee),
6.03%, 03/02/00 100,000 100,000 100,000 100,000
6.04%, 03/06/00 40,000 40,000 40,000 40,000
(Principal in Euro), 6.03%, 05/03/00 50,000 50,000 50,001 50,001
National Westminster Bank PLC,
(United Kingdom), (Yankee),
5.28%, 04/03/00 50,000 50,000 49,999 49,999
Norddeutsche Landesbank Girozentrale,
(Germany), (Yankee), 6.55%, 01/16/01 50,000 50,000 100,000 49,979 49,979 99,958
Rabobank Nederland NV (Netherlands),
(Yankee),
5.18%, 03/28/00 50,000 50,000 49,998 49,998
5.88%, 03/01/00 150,000 150,000 150,000 150,000
6.50%, 01/29/01 75,000 75,000 150,000 74,967 74,967 149,934
Regions Bank, 5.88%, 03/01/00 175,000 110,000 285,000 175,000 110,000 285,000
Royal Bank of Canada,
(Canada), (Yankee),
5.12%, 03/20/00 96,000 96,000 95,999 95,999
Svenska Handelsbanken, Inc.,
(Sweden), (Yankee),
5.23%, 03/01/00 18,000 18,000 18,000 18,000
6.75%, 02/14/01 50,000 68,000 118,000 49,976 67,968 117,944
</TABLE>
12
<PAGE>
Chase Vista Funds
Cash Management Fund/Prime Money Market Fund
Pro Forma Combining Schedule of Portfolio Investments
February 29, 2000 (Unaudited) (continued)
(Amounts in thousands)
<TABLE>
<CAPTION>
Principal Amount (USD) Market Value
--------------------------------------- -----------------------------------------
Cash Prime Pro Forma Cash Prime Pro Forma
Management Money Market Combined Management Money Market Combined
------------ -------------- ----------- ------------ -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Certificates of Deposit--continued
UBS Finance, Inc., (Switzerland),
(Yankee),
5.25%, 03/10/00 $ 50,000 $ 50,000 $ 49,999 $ 49,999
5.41%, 06/01/00 $ 60,000 60,000 $ 59,993 59,993
5.53%, 06/06/00 40,000 40,000 39,997 39,997
5.70%, 07/10/00 50,000 50,000 49,990 49,990
5.76%, 07/06/00 99,000 99,000 98,987 98,987
6.50%, 01/08/01 100,000 100,000 99,959 99,959
Westdeutsche Landesbank Girozentrale,
(Germany), (Yankee),
5.99%, 03/01/00 70,000 70,000 70,000 70,000
Floating Rate, 5.80%, 02/28/01 260,000 260,000 259,874 259,874
---------- ---------- -----------
Total Certificates of Deposit
(Cost $4,048,028) 1,981,627 2,066,401 4,048,028
===========
Time Deposits--4.2%
Branch Banking & Trust Co.,
5.81%, 03/01/00 64,294 64,294 64,294 64,294
Deutsche Bank AG, (Germany),
5.88%, 03/01/00 135,566 135,566 135,566 135,566
National City Bank, 5.88%, 03/01/00 200,000 200,000 200,000 200,000
Rabobank, New York, (Principal in Euro),
5.88%, 03/01/00 200,000 200,000 200,000 200,000
Sun Trust Bank, Atlanta, 5.84%, 03/01/00 200,000 200,000 200,000 200,000
---------- ---------- -----------
Total Time Deposits (Cost $799,860) 335,566 464,294 799,860
===========
Repurchase Agreement--1.1%
Greenwich Capital Markets, Inc.,
5.87% due 03/01/00 (Dated 02/29/00,
Proceeds $200,033 Secured by
USTR and U.S. Government Agency
Obligations, $273,470, 2.41% through
11.88%,due 04/27/00 through 11/25/29;
Market Value $204,005) (Cost $200,000) 200,000 200,000 200,000 200,000
---------- ---------- -----------
Total Investments--101.7% 9,491,676 9,649,351 19,141,027
(Cost $19,141,027) * ===========
</TABLE>
Index:
* -- The cost of securities is substantially the same for federal income tax
purposes.
+ -- Insured.
# -- Security may only be sold to qualified institutional buyers.
DN -- Discount Note: The rate shown is the effective yield at the date of
purchase.
FRDO -- Floating Rate Demand Obligation: The maturity date shown is the later
of the next interest reset date or the put date; the rate shown is the
rate in effect at February 29, 2000.
FRN -- Floating Rate Note: The maturity date is the actual maturity date; the
rate shown is the rate in effect at February 29, 2000
MTN -- Medium Term Notes.
USTR -- United States Treasury Notes, Bonds and Bills.
13
<PAGE>
Chase Vista Funds
Cash Management Fund/Prime Money Market Fund
Pro Forma Combining Statement of Assets and Liabilities
February 29, 2000 (Unaudited)
(Amounts in Thousands, Except Per Share Amounts)
<TABLE>
<CAPTION>
Cash Prime Pro Forma
Management Money Market Pro Forma Combined
Fund Fund Adjustments (Note 2)
-------------- -------------- ------------- --------------
<S> <C> <C> <C> <C>
ASSETS:
Investment securities, at value $9,491,676 $9,649,351 $ -- $19,141,027
Cash -- 658 -- 658
Other assets 65 80 -- 145
Receivables:
Interest 82,389 57,384 -- 139,773
Fund shares sold 8,935 78,479 -- 87,414
---------- ---------- ------- -----------
Total Assets 9,583,065 9,785,952 -- 19,369,017
---------- ---------- ------- -----------
LIABILITIES:
Payables:
Investment securities purchased 199,980 224,985 -- 424,965
Fund shares redeemed 79,899 8,040 -- 87,939
Dividends 5,476 15,919 -- 21,395
Accrued liabilities:
Investment advisory fees 745 849 -- 1,594
Administration fees 745 849 -- 1,594
Shareholder servicing fees 1,820 694 -- 2,514
Distribution fees -- 14 -- 14
Custodian fees 118 137 -- 255
Other 1,476 1,621 -- 3,097
---------- ---------- ------- -----------
Total Liabilities 290,259 253,108 -- 543,367
---------- ---------- ------- -----------
NET ASSETS:
Paid in capital 9,293,632 9,532,894 -- 18,826,526
Accumulated undistributed
(distributions in excess of) net
investment income 32 (60) -- (28)
Accumulated net realized gain
(loss) on investment transactions (858) 10 -- (848)
---------- ---------- ------- -----------
Net Assets $9,292,806 $9,532,844 $ -- $18,825,650
========== ========== ======= ===========
Shares of beneficial interest
outstanding ($.001 par value;
unlimited number of shares
authorized)
Vista Shares 6,374,224 1,150,643 -- 7,524,867
Premier Shares 360,691 1,092,926 -- 1,453,617
Institutional Shares 2,558,729 7,271,405 -- 9,830,134
B Shares* -- 17,759 -- 17,759
C Shares* -- 161 -- 161
Net asset value, offering and
redemption price per share
(all classes) $ 1.00 $ 1.00 $ -- $ 1.00
========== ========== ======= ===========
Cost of investments $9,491,676 $9,649,351 $ -- $19,141,027
========== ========== ======= ===========
</TABLE>
*Redemption price may be reduced by contingent deferred sales charge.
14
<PAGE>
Chase Vista Funds
Cash Management Fund/Prime Money Market Fund
Pro Forma Combining Statement of Operations
For the Twelve Months Ended February 29, 2000 (Unaudited)
(Amounts in thousands)
<TABLE>
<CAPTION>
Cash Prime Pro Forma
Management Money Market Pro Forma Combined
Fund Fund Adjustments (Note 2)
------------ -------------- ----------------- -----------
<S> <C> <C> <C> <C>
INTEREST INCOME: $ 435,103 $ 532,636 $ -- $967,739
--------- ---------- -------- --------
EXPENSES:
Investment advisory fees 7,994 9,735 -- 17,729
Administration fees 7,994 9,736 -- 17,730
Shareholder servicing fees 22,954 12,840 -- 35,794
Distribution fees -- 198 -- 198
Custodian fees 389 538 (102) (a) 825
Interest expense -- 2 -- 2
Printing and postage 63 154 (22) (a) 195
Professional fees 285 344 (30) (a) 599
Registration costs 1,164 2,111 (102) (a) 3,173
Transfer agent fees 2,148 402 (128) (a) 2,422
Trustees' fees 400 486 -- 886
Other 101 115 (42) (a) 174
--------- ---------- -------- --------
Total expenses 43,492 36,661 (426) 79,727
--------- ---------- -------- --------
Less amounts waived 2,909 7,102 -- 10,011
Less earnings credits 90 35 -- 125
--------- ---------- -------- --------
Net expenses 40,493 29,524 (426) 69,591
--------- ---------- -------- --------
Net investment income 394,610 503,112 426 898,148
--------- ---------- -------- --------
REALIZED GAIN (LOSS) ON
INVESTMENTS:
Net realized gain (loss) on
investment transactions (819) 98 -- (721)
--------- ---------- -------- --------
Net increase in net assets from
operations $393,791 $ 503,210 $ 426 $897,427
========= ========== ======== ========
</TABLE>
Notes to Pro Forma Financial Statements
(a) Reduction reflects the estimated benefit of combining operations.
15
<PAGE>
Chase Vista Funds
Cash Management Fund/Prime Money Market Fund
Notes to Pro Forma Financial Statements
(Unaudited)
1. Organization Prior to Proposed Reorganization:
Mutual Fund Trust (the "Trust") is organized as a Massachusetts business trust,
and is registered under the Investment Company Act of 1940 (the "1940 Act"), as
amended, as an open-end, management investment company. Cash Management Fund and
Prime Money Market Fund (the "Funds") are separate portfolios of the Trust. Cash
Management Fund offers Vista, Premier and Institutional Classes of shares. Prime
Money Market Fund offers Vista, Premier, Institutional, B and C Classes of
shares. All classes of shares have equal rights as to earnings, assets and
voting privileges except that each class may bear different transfer agent,
distribution and shareholder servicing expenses, and each class has exclusive
voting rights with respect to its distribution plan and shareholder servicing
agreement.
2. Basis of Combination:
The unaudited Pro Forma Combining Statement of Assets and Liabilities, Statement
of Operations, and Schedule of Portfolio Investments reflect the accounts of
Cash Management Fund and Prime Money Market Fund as if the proposed
reorganization occurred as of and for the twelve months ended February 29, 2000.
The pro forma statements give effect to the proposed transfer described below
and have been derived from the books and records of the Funds utilized in
calculating daily net asset value at February 29, 2000.
The Reorganization Plan provides that at the Effective Time (as defined in the
Reorganization Plan) of the Reorganization, Cash Management Fund will transfer
all of its assets and liabilities to Prime Money Market Fund, the surviving
entity, in exchange for shares in Prime Money Market Fund. Under the proposed
Reorganization, each shareholder of Cash Management Fund will receive shares of
Prime Money Market Fund with an aggregate net asset value equal to the aggregate
net asset value of such shareholder's shares in Cash Management Fund. Holders of
Vista Class Shares in Cash Management Fund would receive Vista Class Shares in
Prime Money Market Fund, holders of Premier Class Shares in Cash Management Fund
would receive Premier Class Shares in Prime Money Market Fund, and holders of
Institutional Class Shares in Cash Management Fund would receive Institutional
Class shares in Prime Money Market Fund. Therefore, following the proposed
Reorganization, shareholders of Cash Management Fund will be shareholders of
Prime Money Market Fund.
The Reorganization Plan provides that Cash Management Fund will declare a
dividend or dividends prior to the Effective Time of the Reorganization which,
together with all previous dividends, will have the effect of distributing to
Cash Management Fund shareholders all undistributed net investment income earned
and net capital gains realized up to and including the Effective Time of the
Reorganization.
After the proposed Reorganization, Prime Money Market fund expects to maintain
most of the portfolio investments of Cash Management Fund in light of the
substantially similar investment policies of Prime Money Market Fund and Cash
Management Fund and the strategies of the investment adviser.
The costs and expenses associated with the Reorganization, including costs of
soliciting proxies, will be borne by The Chase Manhattan Bank and not by either
Cash Management Fund or Prime Money Market Fund or their respective
shareholders.
The transaction will be a tax-free reorganization and is not expected to give
rise to the recognition of income, gain or loss for federal income tax purposes
to Cash Management Fund, Prime Money Market Fund or their respective
shareholders. The holding period and tax cost basis of Prime Money Market Fund
shares issued pursuant to the Reorganization will be the same as the holding
period and tax cost basis of the shareholder's Cash Management Fund shares. In
addition, the holding period and tax basis of those assets owned by Cash
Management Fund that are transferred to Prime Money Market Fund will not change
due to the Reorganization.
16
<PAGE>
Chase Vista Funds
Cash Management Fund/Prime Money Market Fund
Notes to Pro Forma Financial Statements--Continued
(Unaudited)
The Pro Forma Combining Statement of Assets and Liabilities, Statement of
Operations, and Schedule of Portfolio Investments should be read in conjunction
with the most recent audited financial statements of each Fund dated August 31,
1999 which have been incorporated by reference in the Statement of Additional
Information dated December 29, 1999.
3. Expenses:
The Chase Manhattan Bank ("Chase"), a direct wholly-owned subsidiary of The
Chase Manhattan Corporation, serves as the investment adviser, administrator,
portfolio accountant and custodian to the Funds. Chase Asset Management ("CAM"),
a wholly-owned subsidiary of Chase, acts as sub-investment adviser to Prime
Money Market Fund. Chase Bank of Texas, National Association ("CBT"), also a
wholly-owned subsidiary of Chase, acted as the sub-investment adviser to Cash
Management Fund prior to August 1, 2000, at which time CBT became a part of
Chase through an unrelated reorganization. Chase and certain of its affiliates
serve as the only Shareholder Servicing Agents for the Funds. Vista Fund
Distributors, Inc. ("VFD"), a wholly-owned subsidiary of The BISYS Group, Inc.,
acts as the Funds' distributor and performs certain sub-administration
functions.
Under the terms of separate Investment Advisory Agreements, Chase supervises the
investments of each Fund and for such services is paid a fee. The fee is accrued
daily and paid monthly at an annual rate equal to 0.10% of each Fund's average
daily net assets. Pursuant to a Sub-Investment Advisory Agreement, CAM is
entitled to receive a fee, payable by Chase from its advisory fee, at an annual
rate equal to 0.03% of Prime Money Market Fund's average daily net assets.
Pursuant to a separate Sub-Investment Advisory Agreement, CBT was, prior to
August 1, 2000, entitled to receive a fee, payable by Chase from its advisory
fee, at an annual rate equal to 0.03% of Cash Management Fund's average daily
net assets.
The Trust has adopted Administrative Service Plans which, among other things,
provide that the Trust on behalf of the Funds may obtain the services of one or
more Shareholder Servicing Agents. For its services, each Shareholder Servicing
Agent receives a fee. The fee is computed daily and paid monthly at an annual
rate of 0.35% of the average daily net assets of the Vista Class, 0.25% of the
average daily net assets of the Premier, B Share and C Share Classes, and 0.10%
of the average daily net assets of the Institutional Class of each Fund. For the
twelve months ended February 29, 2000, Shareholder Servicing Agents waived fees
of approximately $2,909,000 and $7,102,000 incurred by Cash Management Fund and
Prime Money Market Fund, respectively.
Pursuant to a Distribution and Sub-Administration Agreement, VFD acts as the
Trust's exclusive underwriter and promotes and arranges for the sale of each
Fund's shares. The Trustees have adopted plans of distribution under the 1940
Act for Class B and Class C Shares of Prime Money Market Fund. The plans pay VFD
a fee, computed daily and paid monthly, at an annual rate equal to 0.75% of the
average daily net assets of Class B Shares and Class C Shares. In addition, VFD
provides certain sub-administrative services to the Trust, including providing
officers, clerical staff and office space for an annual fee computed daily and
paid monthly of 0.05% of the average daily net assets of each Fund.
Pursuant to the Administration Agreement, Chase provides certain administrative
services and facilities to each Fund at a fee computed daily and paid monthly at
an annual rate equal to 0.05% of the Fund's average daily net assets.
Fees earned by Chase for portfolio accounting and custody services are presented
in the Statement of Operations as custodian fees. Custodian fees are subject to
reduction by credits earned by each Fund, based on cash balances held by Chase
as custodian. Such earnings credits are presented separately in the Statement of
Operations. The Funds could have invested the cash balances utilized in
connection with the earnings credit arrangements in income producing assets if
they had not entered into such arrangements.
17
<PAGE>
Chase Vista Funds
Cash Management Fund/Prime Money Market Fund
Notes to Pro Forma Financial Statements--Continued
(Unaudited)
4. Pro Forma Adjustments and Pro Forma Combined Columns:
The pro forma adjustments and pro forma combined columns of the Statement of
Operations reflect adjustments made to estimate the benefit of combining the
operations of Cash Management Fund and Prime Money Market Fund.
5. Portfolio Valuation, Securities Transactions and Related Income:
Money market investments are valued at amortized cost which approximates market
value. The Trust's use of amortized cost is subject to the Trust's compliance
with certain conditions as specified under Rule 2a-7 of the 1940 Act.
Investment transactions are accounted for on trade date (the date the order to
buy or sell is executed). Securities gains and losses are calculated on the
identified cost basis. Interest income consists of coupon interest accrued and
amortization of premium and discount earned.
Expenses directly attributable to a Fund are charged to that Fund. Other
expenses are allocated proportionally among each of the funds within the Trust
in relation to the net assets of each fund or on another reasonable basis.
Expenses directly attributable to a particular class are charged directly to
such class. In calculating net asset value per share of each class, investment
income, realized and unrealized gains and losses and expenses other than class
specific expenses (e.g. transfer agent fees), are allocated daily to each class
of shares based upon the proportion of net assets of each class at the beginning
of each day.
6. Capital Shares:
In connection with the Reorganization, the Prime Money Market Fund will issue
additional Vista Class, Premier Class and Institutional Class Shares. The pro
forma net asset values per share assume the issuance of such shares at February
29, 2000. The pro forma number of shares outstanding consists of the following:
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------
Shares Additional Pro forma
Outstanding Shares Issued Shares at
at February in the February
29, 2000 Reorganization 29, 2000
(000) (000) (000)
--------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Prime Money Market Fund, Vista Shares 1,150,643 6,374,224 7,524,867
--------------------------------------------------------------------------------------------------
Prime Money Market Fund, Premier Shares 1,092,926 360,691 1,453,617
--------------------------------------------------------------------------------------------------
Prime Money Market Fund, Institutional Shares 7,271,405 2,558,729 9,830,134
--------------------------------------------------------------------------------------------------
</TABLE>
18
<PAGE>
FORM N-14
---------
Part C - Other Information
--------------------------
Item 15. Indemnification.
---------------
Reference is hereby made to Article V of the Registrant's Declaration
of Trust.
The Trustees and officers of the Registrant and the personnel of the
Registrant's investment adviser, administrator and distributor are insured under
an errors and omissions liability insurance policy. The Registrant and its
officers are also insured under the fidelity bond required by Rule 17g-1 under
the Investment Company Act of 1940.
Under the terms of the Registrant's Declaration of Trust, the
Registrant may indemnify any person who was or is a Trustee, officer or employee
of the Registrant to the maximum extent permitted by law; provided, however,
that any such indemnification (unless ordered by a court) shall be made by the
Registrant only as authorized in the specific case upon a determination that
indemnification of such persons is proper in the circumstances. Such
determination shall be made (i) by the Trustees, by a majority vote of a quorum
which consists of Trustees who are neither in Section 2(a)(19) of the Investment
Company Act of 1940, nor parties to the proceeding, or (ii) if the required
quorum is not obtainable or, if a quorum of such Trustees so directs, by
independent legal counsel in a written opinion. No indemnification will be
provided by the Registrant to any Trustee or officer of the Registrant for any
liability to the Registrant or shareholders to which he would otherwise be
subject by reason of willful misfeasance, bad faith, gross negligence or
reckless disregard of duty.
Insofar as the conditional advancing of indemnification monies for
actions based upon the Investment Company Act of 1940 may be concerned, such
payments will be made only on the following conditions: (i) the advances must be
limited to amounts used, or to be used, for the preparation or presentation of a
defense to the action, including costs connected with the preparation of a
settlement; (ii) advances may be made only upon receipt of a written promise by,
or on behalf of, the recipient to repay that amount of the advance which exceeds
that amount to which it is ultimately determined that he is entitled to receive
from the Registrant by reason of indemnification; and (iii) (a) such promise
must be secured by a surety bond, other suitable insurance or an equivalent form
of security which assures that any repayments may be obtained by the Registrant
without delay or litigation, which bond, insurance or other form of security
must be provided by the recipient of the advance, or (b) a majority of a quorum
of the Registrant's disinterested, non-party Trustees, or an independent legal
counsel in a written opinion, shall determine, based upon a review of readily
available facts, that the recipient of the advance ultimately will be found
entitled to indemnification.
Insofar as indemnification for liability arising under the Securities
Act of 1933 may be permitted to trustees, officers and controlling persons of
the Registrant pursuant to the foregoing
<PAGE>
provisions, or otherwise, the Registrant has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a trustee, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such trustee, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of it counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
Item 16. Exhibits.
--------
<TABLE>
<S> <C>
1 Declaration of Trust. (1)
2 By-laws. (1)
3 None.
4 Plan of Reorganization filed herewith as Appendix A to the Combined
Prospectus/Proxy Statement.
5 Declaration of Trust and By-laws. (1)
6(a) Form of Investment Advisory Agreement. (3)
6(b) Form of Investment Subadvisory Agreement between The Chase Manhattan
Bank and Chase Asset Management, Inc. (3)
6(c) Form of Investment Sub-Advisory Agreement between The Chase Manhattan
Bank and Texas Commerce Bank, National Association. (3)
7 Distribution and Sub-Administration Agreement dated August 21, 1995. (3)
8(a) Retirement Plan for Eligible Trustees. (3)
8(b) Deferred Compensation Plan for Eligible Trustees. (3)
9 Form of Custodian Agreement. (1)
10(a) Forms of Rule 12b-1 Distribution Plans including Selected Dealer
Agreements and Shareholder Service Agreements. (1) and (2)
10(b) Form of Rule 12b-1 Distribution Plan (including forms of Selected
Dealer Agreement and Shareholder Servicing Agreement). (3)
10(c) Form of Rule 12b-1 Plan - Class C Shares (including forms of
Shareholder Servicing Agreements). (4)
11 None.
12 Opinion and Consent of Simpson Thacher & Bartlett as to Tax
Consequences. (5)
13(a) Form of Transfer Agency Agreement. (1)
13(b) Form of Shareholder Servicing Agreement. (3)
13(c) Form of Administration Agreement. (3)
</TABLE>
Part C-2
<PAGE>
<TABLE>
<S> <C>
14 Consent of PricewaterhouseCoopers LLC. (5)
15 None.
16 None.
17(a) Form of Proxy Card. (5)
17(b) Prospectus for Prime Money Market Fund dated December 29, 1999. (5)
17(c) Statement of Additional Information of MFT dated December 29, 1999. (5)
17(d) Annual Report to Shareholders of Cash Management Fund and Prime Money
Market Fund dated August 31, 1999. (5)
17(e) Semi-Annual Report to Shareholders of Cash Management Fund and Prime
Money Market Fund dated February 29, 2000. (5)
(1) Filed as an Exhibit to the Registration Statement on Form N-1A on
February 14, 1994.
(2) Filed as an Exhibit to Post-Effective Amendment No. 2 on August 29,
1994.
(3) Filed as an Exhibit to Post-Effective Amendment No. 4 on December 28,
1995.
(4) Filed as an Exhibit to Post-Effective Amendment No. 10 on October 27,
1997.
(5) Filed herewith.
Item 17. Undertakings.
------------
(1) The undersigned Registrant agrees that prior to any public reoffering
of the securities registered through the use of a prospectus which is
part of this registration statement by any person or party who is
deemed to be an underwriter within the meaning of Rule 145(c) of the
Securities Act of 1933, as amended (the "1933 Act"), the reoffering
prospectus will contain the information called for by the applicable
registration form for reofferings by persons who may be deemed
underwriters, in addition to the information called for by the other
items of the applicable form.
(2) The undersigned Registrant agrees that every prospectus that is filed
under paragraph (1), above, will be filed as part of an amendment to
the registration statement and will not be used until the amendment is
effective, and that, in determining any liability under the 1933 Act,
each post-effective amendment shall be deemed to be a new registration
statement for the securities offered therein, and the offering of the
securities at that time shall be deemed to be the initial bona fide
offering of them.
</TABLE>
Part C-3
<PAGE>
SIGNATURES
----------
As required by the Securities Act of 1933, this registration statement
has been signed on behalf of the registrant, in the City of New York and the
State of New York, on the ____ day of ________, 2000.
MUTUAL FUND TRUST
Registrant
By: ______________________
H. Richard Vartabedian
President
As required by the Securities Act of 1933, as amended, this registration
statement has been signed below by the following persons in the capacities and
on the dates indicated.
<TABLE>
<S> <C> <C>
* Chairman and Trustee _______, 2000
------------------------------
Fergus Reid, III
/s/ H. Richard Vartabedian President and Trustee _______, 2000
------------------------------
H. Richard Vartabedian
* Trustee _______, 2000
-----------------------------
William J. Armstrong
* Trustee _______, 2000
-----------------------------
John R. H. Blum
* Trustee _______, 2000
-----------------------------
Stuart W. Cragin, Jr.
* Trustee _______, 2000
-----------------------------
Roland R. Eppley, Jr.
* Trustee _______, 2000
-----------------------------
Joseph J. Harkins
---------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
* Trustee _______, 2000
-----------------------------
Sarah E. Jones
* Trustee _______, 2000
-----------------------------
W.D. MacCallan
* Trustee _______, 2000
-----------------------------
W. Perry Neff
* Trustee _______, 2000
-----------------------------
Leonard M. Spalding, Jr.
* Trustee _______, 2000
-----------------------------
Irv Thode
* Trustee _______, 2000
-----------------------------
Richard E. Ten Haken
Treasurer and
----------------------------- Principal Financial _______, 2000
Martin R. Dean Officer
/s/ H. Richard Vartabedian Attorney in Fact _______, 2000
-----------------------------
H. Richard Vartabedian
---------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
Exhibits
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Item Description
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(12) Opinion and Consent of Simpson Thacher & Bartlett, as to Tax
Consequences.
(14) Consent of PricewaterhouseCoopers LLP.
(17) (a) Form of Proxy Card.
(b) Prospectus for Prime Money Market Fund dated December 29, 1999.
(c) Statement of Additional Information of MFT dated December 29, 1999.
(d) Annual Report to Shareholders of Cash Management Fund and Prime
Money Market Fund dated August 31, 1999.
(e) Semi-Annual Report to Shareholders of Cash Management Fund and
Prime Money Market Fund dated February 29, 2000.
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