As filed with the Securities and Exchange Commission on [________ __], 2000
Registration No.33-75250/811-8358
================================================================================
U.S. Securities and Exchange Commission
Washington, DC 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No. ___ Post-Effective Amendment No. x
(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:
George B. Martinez
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.
<PAGE>
It is proposed that this filing will become effective on [_________ __], 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.
<PAGE>
MUTUAL FUND TRUST
FORM N-14
CROSS REFERENCE SHEET
PURSUANT TO RULE 481(a)
<TABLE>
<CAPTION>
Item No. Heading
-------- -------
<S> <C> <C>
Part A
------
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
------
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
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
</TABLE>
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
[------ ], 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 2, 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. 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 2, 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 its assets
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 2, 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 2, 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
[------ ], 2000
<PAGE>
Combined Prospectus/Proxy Statement
dated [------ ], 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.
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 2, 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 prospectus for Cash Management
Fund 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. A
statement of additional information dated December 29, 1999 (the "Statement of
Additional Information") containing additional information about MFT has been
filed with the
<PAGE>
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 31, 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
<TABLE>
<CAPTION>
Page
----
<S> <C>
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 ................................. 4
RISK FACTORS ....................................................... 5
INFORMATION RELATING TO THE PROPOSED REORGANIZATION ................ 6
General ........................................................... 6
Description of the Reorganization Plan ............................ 6
Board Considerations .............................................. 7
Federal Income Tax Consequences ................................... 8
Capitalization .................................................... 8
INVESTMENT POLICIES ................................................ 8
Objective ......................................................... 8
Main Investment Strategy .......................................... 9
Investment Restrictions ........................................... 9
PURCHASES, REDEMPTIONS AND EXCHANGES ............................... 11
Buying Fund Shares ................................................ 11
Selling Fund Shares ............................................... 12
Exchanging Fund Shares ............................................ 12
Other Information Concerning the Funds ............................ 12
DISTRIBUTIONS AND TAXES ............................................ 13
COMPARISON OF THE ORGANIZATIONAL STRUCTURE OF CASH MANAGEMENT FUND
AND PRIME MONEY MARKET FUND ....................................... 14
Structure of the Prime Money Market Fund .......................... 14
Trustees and Officers of MFT ...................................... 14
Shares of Funds ................................................... 14
Shareholder Voting Rights ......................................... 14
Shareholder Liability ............................................. 14
Liability of Directors and Trustees ............................... 15
INFORMATION RELATING TO THE ADVISORY CONTRACTS ..................... 15
General Information ............................................... 15
Description of Chase .............................................. 15
Portfolio Transactions and Brokerage Commissions .................. 16
Description of CAM ................................................ 17
Description of the Subadvisory Agreement .......................... 17
INFORMATION RELATING TO THE MFT BOARD .............................. 18
General Information ............................................... 18
Transactions with and Remuneration of Trustees and Officers ....... 19
INFORMATION RELATING TO VOTING MATTERS ............................. 19
General Information ............................................... 19
Shareholder Approvals ............................................. 20
Interested Parties ................................................ 20
ADDITIONAL INFORMATION ABOUT MFT ................................... 20
</TABLE>
<PAGE>
<TABLE>
<S> <C>
FINANCIAL STATEMENTS AND EXPERTS ....................... 21
OTHER BUSINESS ......................................... 21
LITIGATION ............................................. 21
SHAREHOLDER INQUIRIES .................................. 21
Appendix A--Agreement and Plan of Reorganization ....... A-1
</TABLE>
<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 2, 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 31, 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 Board has fixed the close of business on August 18, 2000 as the record
date (the "Record Date") for the determination of the Cash Management
Shareholders entitled to notice of, and to vote at, the Meeting. 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 the outstanding Cash Management
Fund Shares:
<TABLE>
<CAPTION>
Percentage of Overall Percentage
Premier of Prime Money
Shareholder of Record Share Class Market Fund
--------------------- -------------- ------------------
<S> <C> <C>
[National Financial Services Corporation, for the
exclusive benefit of their customers] 12.84% [----- ]%
[Starwood Opportunity Fund V LP] 8.61% [----- ]%
[Chase Manhattan Bank for the benefit of [IMA]
Customers] 6.77% [----- ]%
[SFX Entertainment Inc.] 6.48% [----- ]%
[Chase Manhattan Bank, Global Securities Services
Omnibus] 6.39% [----- ]%
[Penlin & Co] 5.49% [----- ]%
</TABLE>
<TABLE>
<CAPTION>
Percentage of Overall Percentage
Vista Share of Prime Money
Shareholder of Record Class Market Fund
--------------------- ------------- ------------------
<S> <C> <C>
[Client Services ] 10.37% [----- ]%
[National Financial Services Corporation, for the
exclusive benefit of their customers] 5.42% [----- ]%
</TABLE>
<TABLE>
<CAPTION>
Percentage of Overall Percentage
Institutional of Prime Money
Shareholder of Record Share Class Market Fund
--------------------- ------------- ------------------
<S> <C> <C>
[Chase Manhattan Bank, Global Securities Services
Omnibus ] 51.80% [----- ]%
</TABLE>
1
<PAGE>
As of [------ ], 2000, 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 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 two-thirds of the 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 of 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.
2
<PAGE>
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.
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.
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 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.
3
<PAGE>
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 Income 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 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.
4
<PAGE>
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.
COMPARATIVE FEE AND EXPENSE TABLES
The table below shows (i) information regarding the fees and expenses paid
by Cash Management Fund during its most recent fiscal year 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>
--------------------------------------------------------------------------------------------------------------------------------
Actual FY 1999-2000 Pro Forma 2000-01
Cash Management Fund Prime Money Market Fund
--------------------------------------------------------------------------------------------------------------------------------
Vista Premier Institutional Vista Premier Institutional
Class Class Class Class Class Class
Shares Shares Shares Shares Shares Shares
--------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
SHAREHOLDER FEES
(fees paid directly from your investment) None None None None None None
--------------------------------------------------------------------------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES
(expenses that are deducted from
Fund assets)
(as a percentage of average net assets) 0.61% 0.50% 0.34% 0.61% 0.50% 0.34%
--------------------------------------------------------------------------------------------------------------------------------
Management Fees 0.10% 0.10% 0.10% 0.10% 0.10% 0.10%
--------------------------------------------------------------------------------------------------------------------------------
Distribution (12b-1) Fees None None None None None None
--------------------------------------------------------------------------------------------------------------------------------
Other Expenses 0.51% 0.40% 0.23% [0.51%] [0.40%] [0.23%]
--------------------------------------------------------------------------------------------------------------------------------
Total Annual Fund Operating Expenses 0.61% 0.50% 0.34% [0.61%] [0.50%] [0.34%]
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>
The actual "Other Expenses" for Vista Class, Premier Class and
Institutional Class shares for each Fund are expected to be 0.49%, 0.35% and
0.16%, 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 table does not reflect charges or credits which investors might incur
if they invest through a financial institution.
Example: This example helps investors compare the cost of investing in
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>
Pro Forma Cash Management Fund
Vista Class Shares $62 $195 $340 $762
Premier Class Shares $51 $160 $280 $628
Institutional Class Shares $35 $109 $191 $431
Pro Forma Prime Money Market Fund
Vista Class Shares $[-- ] $[-- ] $[-- ] $[-- ]
Premier Class Shares $[-- ] $[-- ] $[-- ] $[-- ]
Institutional Class Shares $[-- ] $[-- ] $[-- ] $[-- ]
</TABLE>
5
<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.
6
<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 $[-- ] million as of [------ , 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.]
7
<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
[ ------ ], 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.
8
<PAGE>
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------
Cash Management
Fund Prime Money Market Fund Pro Forma Combined
------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Total Net Assets ($) [------] [------] [------]
------------------------------------------------------------------------------------------------------
Shares Outstanding [------] [------] [------]
------------------------------------------------------------------------------------------------------
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.
9
<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 331/3% of the value of its total assets at the
time when the loan is made and may pledge, mortgage or hypothecate no more
than 1/3 of its net assets to secure such borrowings. Any borrowings
representing more 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:
10
<PAGE>
(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.
11
<PAGE>
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.
12
<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
13
<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.
THE ORGANIZATIONAL STRUCTURE OF
COMPARISON 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.
14
<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 [------ ], 2000, Chase and certain of its affiliates
provided investment management services with respect to assets of approximately
$[---- ] 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
15
<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 fiscal year ended August 31, 2000 Chase accrued management fees in
an amount equal to $[---- ] for Cash Management Fund and $[---- ] 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
16
<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 fiscal year ended August 31, 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
17
<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.
For the fiscal year ended August 31, 2000, Chase paid $[ ] in
subadvisory fees to CAM. This fee was paid by Chase out of the advisory fee it
received for Prime Money Market Fund and was not an additional charge to the
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. 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>
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<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. Associate Director, Accounting Services,
BISYS Fund Services; formerly Senior Manager, KPMG Peat Marwick
(1987-1994). 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").
19
<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
[------ ], 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 at least two-thirds of the
outstanding shares of Cash Management Fund. 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
At [------ ], 2000, the trustees and officers of Cash Management Fund as a
group owned less than 1% of the outstanding shares of Cash Management Fund.
At [------ ], 2000, 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>
20
<PAGE>
At [------ ], the trustees and officers of MFT as a group owned less than
1% of the outstanding shares of Prime Money Market Fund.
At [------ ], 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 at [------ ] 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, 2000 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, 2000 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.
21
<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.
22
<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 [------ ],
2000 there were outstanding [-- ] Vista Class shares, [-- ] Premier Class
shares and [------ ] Institutional 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, 2000, 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 $.01 per share, of which as of [------ ],
2000 there were outstanding [-- ] Vista Class shares, [-- ] Premier Class
shares and [------ ] 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>
CASH MANAGEMENT FUND,
a series of Mutual Fund Trust
c/o 1211 Avenue of the Americas
41st Floor
New York, NY 10036
800-34-VISTA
Prime Money Market Fund
a series of Mutual Fund Group
1211 Avenue of the Americas
41st Floor
New York, NY 10036
(800) 34-VISTA
STATEMENT OF ADDITIONAL INFORMATION
(Special Meeting of Shareholders of
Cash Management Fund,
a series of Mutual Fund Trust)
This Statement of Additional Information is not a prospectus but should
be read in conjunction with the Combined Prospectus/Proxy Statement dated
[________ __], 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 [________ __], 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 MTF's
Statement of Additional Information dated December 29, 1999, which is
incorporated herein by reference.
The date of this Statement of Additional Information is [________ __],
2000.
-2-
<PAGE>
TABLE OF CONTENTS
Page
Financial Statements
Pro Forma Financial Statements
-3-
<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 [_______ __], 2000 at 11:00 a.m., (Eastern time). For
further information about the transaction, see the Combined Prospectus/Proxy
Statement.
-4-
<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 this 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. The financial statements and notes thereto for Cash
Management 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.
-5-
<PAGE>
PRO FORMA FINANCIAL STATEMENTS
[To be inserted]
-6-
<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
<TABLE>
<CAPTION>
Item Description
---- -----------
<S> <C> <C>
(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.
</TABLE>
