<PAGE>
As filed with the Securities and Exchange Commission on October 25, 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___
(Check appropriate box or boxes)
Exact Name of Registrant as Specified in Charter:
MUTUAL FUND TRUST
Area Code and Telephone Number:
1-800-34-VISTA
Address of Principal Executive Offices:
1211 Avenue of the Americas
41st Floor
New York, NY 10036
Name and Address of Agent for Service:
LISA HURLEY
BISYS Fund Services, Inc.
3435 Stelzer Road
Columbus, OH 43219
Copies to:
CYNTHIA G. COBDEN, ESQ.
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, NY 10017-3954
================================================================================
Approximate Date of Proposed Public Offering: As soon as practicable after the
Registration Statement becomes effective under the Securities Act of 1933.
It is proposed that this filing will become effective on November 27, 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 October 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
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<S> <C>
PART A
---------
1. Beginning of Registration Statement
and Outside Front Cover Page of
Prospectus ................................ Cover Page
2. Beginning and Outside Back 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
Chase Vista Prime Money Market Fund
6. Information About the Company Being
Acquired .................................. Summary; Information Relating to the
Proposed Reorganization; Investment
Policies; Additional Information About
Chase Money Market 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
---------
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.
-i-
<PAGE>
CHASE MONEY MARKET FUND
A SERIES OF MUTUAL FUND INVESTMENT TRUST
1211 AVENUE OF THE AMERICAS
41ST FLOOR
NEW YORK, NEW YORK 10036
[December 1,] 2000
Dear Shareholder:
A special meeting of the shareholders of Chase Money Market Fund, a series
of Mutual Fund Investment Trust ("MFIT"), will be held on January 26, 2001 at
9:00 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 Chase Money Market Fund
into Chase Vista Prime Money Market Fund, a series of Mutual Fund Trust ("MFT")
(the "Reorganization"). After the Reorganization, shareholders will hold an
interest in Chase Vista Prime Money Market Fund, which is also advised by The
Chase Manhattan Bank ("Chase"). The investment objective and policies of the
Funds are similar. MFT is comprised of 11 portfolios, each managed by Chase,
consisting of income and money market funds. [In connection with the
Reorganization, Chase Vista Prime Money Market Fund will be renamed "Chase
Prime Money Market Fund."]
After the proposed Reorganization, your investment would be in a larger
combined fund with 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 Chase Money Market Fund and Chase
Vista Prime Money Market Fund is Chase. The sub-adviser for Chase Vista Prime
Money Market Fund is Chase Fleming Asset Management (USA) Inc. ("CFAM"). Chase
Money Market Fund has no sub-adviser. 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.
Please see the enclosed Combined Prospectus/Proxy Statement for detailed
information regarding the proposed Reorganization and a comparison of Chase
Vista Prime Money Market Fund and MFT to Chase Money Market Fund and MFIT. The
cost and expenses associated with the Reorganization, including costs of
soliciting proxies, will be borne by Chase and not by Chase Money Market Fund,
MFIT, Chase Vista Prime Money Market Fund, MFT or their shareholders.
If approval of the Reorganization is obtained, you will automatically
receive shares of Chase Vista Prime Money Market Fund.
The Proposal has been carefully reviewed by the Board of Trustees of MFIT,
which has approved the Proposal.
THE BOARD OF TRUSTEES OF MFIT UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" THE
PROPOSED REORGANIZATION.
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 1-800-5-CHASE-0
A proxy card is enclosed for your use in the shareholder meeting. This card
represents shares you held as of the record date, November 10, 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 Meeting to be held on January 26, 2001.
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.
Sincerely,
/s/ Fergus Reid
Fergus 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 with similar investment
policies and which are managed by the same portfolio management team.
IF THE REORGANIZATION IS APPROVED, WHAT WILL HAPPEN?
Under the Reorganization, Chase Money Market Fund would transfer all of its
assets and liabilities to Chase Vista Prime Money Market Fund and would receive,
in exchange, shares of Chase Vista Prime Money Market Fund. Chase Money Market
Fund would then be liquidated and the shares of Chase Vista Prime Money Market
Fund would be distributed to shareholders such as you. After the Reorganization,
you would own shares in Chase Vista Prime Money Market Fund rather than Chase
Money Market Fund. Holders of Investor Class Shares would receive Vista Class
Shares in Chase Vista Prime Money Market Fund and holders of Premier Class
Shares would receive Premier Class Shares in Chase Vista Prime Money Market
Fund.
WHAT WILL BE THE EFFECT ON THE INVESTMENT STRATEGIES ASSOCIATED WITH MY
INVESTMENT IF THE PROPOSED CHANGES ARE APPROVED?
The investment objective and policies of the Funds are similar. The only
difference in the investment policies is that the dollar weighted average
maturity of the Chase Vista Prime Money Market Fund must be 60 days or less
whereas the dollar weighted average maturity of Chase Money Market Fund must be
90 days or less. Accordingly, the Reorganization is not intended to have an
immediate significant impact on the investment strategy implemtented in respect
of your investment
HOW WILL THE FEES AND EXPENSES ASSOCIATED WITH MY INVESTMENT BE AFFECTED?
The contractual (or pre-waiver) and actual (or post-waiver) total expense
ratios are expected to be the same or less for Chase Vista Prime Money Market
Fund than they are for Chase Money Market Fund. If an increase does 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 Chase Vista Prime Money Market Fund also manages Chase Money
Market Fund.
WHO WILL PAY FOR THE REORGANIZATION?
The cost and expenses associated with the Reorganization, including costs of
soliciting proxies, will be borne by Chase and not by either Chase Money Market
Fund or Chase Vista Prime Money Market Fund (or shareholders of either fund).
HOW WILL SHAREHOLDER SERVICES CHANGE?
Substantially similar services are available to shareholders of both Chase
Money Market Fund and Chase Vista 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 OF THE
REORGANIZATION IS OBTAINED?
You will automatically receive shares in Chase Vista Prime Money Market
Fund.
AS A HOLDER OF SHARES OF CHASE MONEY MARKET 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, we strongly urge you to mail us your signed, dated
and completed proxy card(s) even if you plan to attend the Meeting.
<PAGE>
CHASE MONEY MARKET FUND,
A SERIES OF MUTUAL FUND INVESTMENT TRUST
1211 AVENUE OF THE AMERICAS
41ST FLOOR
NEW YORK, NEW YORK 10036
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON JANUARY 26, 2001
To the Shareholders of Chase Money Market Fund:
NOTICE IS HEREBY GIVEN THAT a Special Meeting of the shareholders
("Shareholders") of Chase Money Market Fund ("Chase Money Market Fund"), a
series of Mutual Fund Investment Trust ("MFIT"), will be held at the offices of
The Chase Manhattan Bank, One Chase Square, Third Floor Garden Room, Rochester,
New York 14643, on January 26, 2001 at 9:00 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 MFIT, on
behalf of Chase Money Market Fund, and Mutual Fund Trust ("MFT"), on
behalf of Chase Vista Prime Money Market Fund, and the transactions
contemplated thereby, including (a) the transfer of all of the assets
and liabilities of Chase Money Market Fund to Chase Vista Prime Money
Market Fund, a series of MFT ("Chase Vista Prime Money Market Fund")
in exchange for (i) Vista Class Shares of Chase Vista Prime Money
Market Fund (the "Vista Class Shares") and (ii) Premier Class Shares
of Chase Vista Prime Money Market Fund ("Premier Class Shares" and
together with the Vista Class Shares, the "Chase Vista Prime Money
Market Fund Shares"), as applicable; and (b) the distribution of such
Chase Vista Prime Money Market Fund Shares to the Shareholders of
Chase Money Market 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 proposal is 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 November 10, 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 MFIT. 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
CHASE MONEY MARKET FUND A WRITTEN NOTICE OF REVOCATION OR A SUBSEQUENTLY
EXECUTED PROXY OR BY ATTENDING THE SPECIAL MEETING AND VOTING IN PERSON.
/s/ Lisa M. Hurley
Lisa M. Hurley
Secretary
[December 1,] 2000
<PAGE>
COMBINED PROSPECTUS/PROXY STATEMENT
DATED [DECEMBER 1,] 2000
ACQUISITION OF THE ASSETS AND LIABILITIES OF
CHASE MONEY MARKET FUND,
A SERIES OF MUTUAL FUND INVESTMENT TRUST
1211 AVENUE OF THE AMERICAS
41ST FLOOR
NEW YORK, NEW YORK 10036
(800) 5-CHASE-0
BY AND IN EXCHANGE FOR SHARES OF
CHASE VISTA PRIME MONEY MARKET FUND,
A SERIES OF MUTUAL FUND TRUST
1211 AVENUE OF THE AMERICAS
41ST FLOOR
NEW YORK, NEW YORK 10036
(800) 34-VISTA
This Combined Prospectus/Proxy Statement relates to the proposed
reorganization of Chase Money Market Fund ("Chase Money Market Fund"), a series
of Mutual Fund Investment Trust ("MFIT"), into Chase Vista Prime Money Market
Fund ("Chase Vista Prime Money Market Fund"), a 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 Chase Money Market
Fund, which is a series of MFIT, to Chase Vista Prime Money Market Fund, a
series of MFT, in exchange for shares of Chase Vista Prime Money Market Fund
(the "Reorganization"). MFIT and MFT are both open-end management investment
companies offering shares in several portfolios, and, in most cases, multiple
classes of shares in each such portfolio. [In connection with the
Reorganization, Chase Vista Prime Money Market Fund will be renamed "Chase
Prime Money Market Fund."]
Under the proposed Reorganization, each shareholder of Chase Money Market
Fund (the "Chase Money Market Fund Shareholders") would receive Shares (the
"Chase Vista Prime Money Market Fund Shares") of Chase Vista Prime Money Market
Fund with a value equal to such Chase Money Market Fund Shareholder's holdings
in Chase Money Market Fund. Holders of Investor Class Shares would receive Vista
Class Shares (the "Vista Class Shares") in Chase Vista Prime Money Market Fund
and holders of Premier Class Shares would receive Premier Class Shares (the
"Premier Class Shares") in Chase Vista Prime Money Market Fund. Therefore, as a
result of the proposed Reorganization, current Shareholders of Chase Money
Market Fund will become shareholders of Chase Vista Prime Money Market Fund
("Chase Vista Prime Money Market Fund Shareholders").
MFIT is registered as an open-end management investment company under the
Investment Company Act of 1940, as amended (the "1940 Act") and currently has 11
series of mutual fund portfolios. MFT is registered as an open-end management
investment company under the 1940 Act and currently has 11 series of mutual fund
portfolios. The Chase Manhattan Bank ("Chase") currently serves as investment
adviser for both Chase Money Market Fund and Chase Vista Prime Money Market
Fund. Chase Fleming Asset Management (USA) Inc. ("CFAM") serves as sub-adviser
for Chase Vista Prime Money Market Fund. There is no sub-adviser for Chase Money
Market Fund. The two Funds are managed by the same portfolio management team.
After the Reorganization, this team will continue to be responsible for the
day-to-day investment decisions for your portfolio. Prior to August 1, 2000,
Chase Bank of Texas, N.A. ("Chase Texas") was the sub-adviser for Chase Money
Market Fund. On August 1, 2000, Chase Texas became a part of Chase through an
unrelated reorganization.
The terms and conditions of these transactions are more fully described in
this Combined Prospectus/ Proxy Statement and in the Agreement and Plan of
Reorganization (the "Reorganization Plan") between MFIT, on behalf of Chase
Money Market Fund, and MFT, on behalf of Chase Vista Prime Money Market Fund,
attached to this Combined Prospectus/Proxy Statement as Appendix A.
The Board of Trustees of MFIT is soliciting proxies in connection with a
Special Meeting (the "Meeting") of Shareholders to be held on January 26, 2001
at 9:00 a.m., Eastern time, at the offices of The Chase Manhattan Bank, One
Chase Square, Third Floor Garden Room, Rochester, New York 14643, at
<PAGE>
which meeting shareholders in Chase Money Market Fund will be asked to consider
and approve the proposed Reorganization Plan and certain transactions
contemplated by the Reorganization Plan. This Combined Prospectus/Proxy
Statement constitutes the proxy statement of Chase Money Market Fund for the
meeting of its Shareholders and also constitutes MFT's prospectus for Chase
Vista Prime Money Market Fund Shares that have been registered with the
Securities and Exchange Commission (the "Commission") 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 MFIT and MFT that a
prospective investor should know before voting on the Proposal. The current
prospectuses for Chase Money Market Fund and Chase Vista Prime Money Market Fund
are incorporated herein by reference and are enclosed with this Combined
Prospectus/Proxy Statement. A statement of additional information relating to
this Combined Prospectus/Proxy Statement dated [December 1,] 2000 (the
"Statement of Additional Information") containing additional information about
MFIT and MFT has been filed with the Commission and is incorporated by reference
into this Combined Prospectus/Proxy Statement. A copy of the Statement of
Additional Information may be obtained without charge by writing to MFIT at its
address noted above or by calling 1-800-5-CHASE-0.
This Combined Prospectus/Proxy Statement is expected to first be sent to
shareholders on or about [December 1,] 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 MFIT OR MFT.
INVESTMENTS IN CHASE VISTA PRIME MONEY MARKET FUND ARE SUBJECT TO RISK--
INCLUDING THE POSSIBLE LOSS OF PRINCIPAL. NO SHARES IN CHASE VISTA PRIME MONEY
MARKET FUND ARE BANK DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR ENDORSED BY,
THE CHASE MANHATTAN BANK OR ANY OF ITS AFFILIATES AND ARE NOT FEDERALLY INSURED
BY, OBLIGATIONS OF, OR OTHERWISE SUPPORTED BY THE U.S. GOVERNMENT, THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER AGENCY.
<PAGE>
TABLE OF CONTENTS
<TABLE>
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Page
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<S> <C>
INTRODUCTION...................................... 1
SUMMARY........................................... 1
RISK FACTORS...................................... 5
INFORMATION RELATING TO THE PROPOSED
REORGANIZATION................................... 6
INVESTMENT POLICIES............................... 9
PURCHASES, REDEMPTIONS AND EXCHANGES.............. 11
DISTRIBUTIONS AND TAXES........................... 14
COMPARISON OF CHASE MONEY MARKET FUND'S AND CHASE
VISTA PRIME MONEY MARKET FUND'S ORGANIZATION
STRUCTURES....................................... 14
INFORMATION RELATING TO THE ADVISORY CONTRACTS.... 16
BOARD OF TRUSTEES................................. 19
INFORMATION RELATING TO VOTING MATTERS............ 20
ADDITIONAL INFORMATION ABOUT MFIT................. 22
ADDITIONAL INFORMATION ABOUT MFT.................. 22
FINANCIAL STATEMENTS AND EXPERTS.................. 23
OTHER BUSINESS.................................... 23
LITIGATION........................................ 23
SHAREHOLDER INQUIRIES............................. 23
Appendix A--Agreement and Plan of
Reorganization.................................. A-1
</TABLE>
<PAGE>
INTRODUCTION
This Combined Prospectus/Proxy Statement is being furnished to the
shareholders of Chase Money Market Fund, a portfolio of Mutual Fund Investment
Trust ("MFIT"), an open-end management investment company, in connection with
the solicitation by the Board of Trustees of MFIT ("MFIT Board") of proxies to
be used at a Special Meeting of Shareholders of Chase Money Market Fund to be
held on January 26, 2001 at 9:00 a.m., Eastern time, at the offices of The Chase
Manhattan Bank, One Chase Square, Third Floor Garden Room, Rochester, New York
14643 (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 [December 1], 2000.
At the Meeting, Chase Money Market Fund shareholders (the "Chase Money
Market Fund Shareholders") will consider and vote upon an Agreement and Plan of
Reorganization (the "Reorganization Plan") dated October 31, 2000 between MFIT,
on behalf of Chase Money Market Fund, and MFT, on behalf of Chase Vista Prime
Money Market Fund ("Chase Vista Prime Money Market Fund," together with Chase
Money Market Fund, the "Funds"), pursuant to which all of the assets and
liabilities of Chase Money Market Fund will be transferred to Chase Vista Prime
Money Market Fund in exchange for shares (the "Chase Vista Prime Money Market
Fund Shares") of Chase Vista Prime Money Market Fund. As a result of this
transaction (the "Reorganization"), Chase Money Market Fund Shareholders will
become shareholders of Chase Vista Prime Money Market Fund and will receive
Chase Vista Prime Money Market Fund Shares equal in value to their holdings in
Chase Money Market Fund on the date of the Reorganization. Holders of Investor
Class Shares in Chase Money Market Fund would receive Vista Class Shares ("Vista
Class Shares") in Chase Vista Prime Money Market Fund and holders of Premier
Class Shares in Chase Money Market Fund would receive Premier Class Shares
("Premier Class Shares") in Chase Vista Prime Money Market Fund. [In connection
with the Reorganization, Chase Vista Prime Money Market Fund will be renamed
"Chase Prime Money Market Fund."] Further information relating to Chase
Vista Prime Money Market Fund is set forth herein. The proposed Reorganization
is occasionally referred to herein as the "Proposal."
THE MFIT BOARD HAS RECOMMENDED THAT SHAREHOLDERS
VOTE "FOR" THE PROPOSAL.
Approval of the Reorganization Plan by Chase Money Market Fund requires the
affirmative vote of the lesser of (i) 67% or more of the Chase Money Market Fund
Shares present at the Meeting and (ii) more than 50% of all outstanding Chase
Money Market Fund Shares. If the Reorganization Plan is not approved by Chase
Money Market Fund Shareholders, the MFIT Board will consider other appropriate
courses of action.
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 Chase Vista Prime Money
Market Fund Shares, and the Reorganization Plan attached to this Combined
Prospectus/Proxy Statement as Appendix A. Chase Money Market Fund's Semi-Annual
Reports to Shareholders and Chase Money Market Fund's and Chase Vista Prime
Money Market Fund's Annual Report to Shareholders are enclosed with this
Combined Prospectus/Proxy Statement.
PROPOSED TRANSACTION
Pursuant to the proposed Reorganization Plan, Chase Money Market Fund, an
existing series of MFIT, will transfer all of its assets and liabilities to
Chase Vista Prime Money Market Fund in exchange for shares of Chase Vista Prime
Money Market Fund, a series of MFT.
Under the proposed Reorganization, each Chase Money Market Fund Shareholder
would receive a number of Chase Vista 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 Chase Money Market Fund Shares on such date.
Therefore, following the proposed Reorganization, Chase Money Market Fund
Shareholders will be Chase Vista Prime Money Market Fund Shareholders.
The contractual (or pre-waiver) and actual (or post-waiver) total expense
ratios are expected to be the same or less for Chase Vista Prime Money Market
Fund than they are for Chase Money Market Fund.
1
<PAGE>
Based upon their evaluation of the relevant information presented to them,
including an analysis of the operation of Chase Vista 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 MFIT Board and the MFT Board, including a
majority of each Board's members who are not "interested persons" within the
meaning of the 1940 Act, have each 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 ADVISERS
The investment adviser to both Chase Money Market Fund and Chase Vista Prime
Money Market Fund is The Chase Manhattan Bank ("Chase"). Chase is a wholly-owned
subsidiary of The Chase Manhattan Corporation. In addition, Chase Fleming Asset
Management (USA) Inc. ("CFAM"), a wholly-owned subsidiary of Chase, serves as
the sub-investment adviser to Chase Vista Prime Money Market Fund pursuant to an
agreement with Chase and manages Chase Vista Prime Money Market Fund on a
day-to-day basis. The same portfolio management team which manages the Chase
Money Market Fund manages and will continue to manage the Chase Vista Prime
Money Market Fund. Prior to August 1, 2000, Chase Bank of Texas, N.A. ("Chase
Texas") was the sub-adviser for Chase Money Market Fund. On August 1, 2000,
Chase Texas became a part of Chase through an unrelated reorganization. It is
anticipated that during the first quarter of 2001, Chase will transfer its
investment advisory business to CFAM and, thereafter, CFAM will be the sole
investment adviser to Chase Vista Prime Money Market Fund and Chase Money Market
Fund.
REASONS FOR THE REORGANIZATION
The MFIT Board and MFT Board decided to reorganize Chase Money Market Fund
into Chase Vista Prime Money Market Fund to increase operational and
administrative efficiencies and since the investment objectives and policies of
the two Funds are similar and are managed by the same portfolio management team.
In addition, Chase Money Market Fund Shareholders will have a greater variety of
investment opportunities available since they can exchange Chase Vista Prime
Money Market Fund Shares for shares in other Chase Vista funds at net asset
value, subject to certain restrictions described in this Combined
Prospectus/Proxy Statement.
FEDERAL INCOME TAX CONSEQUENCES
Simpson Thacher & Bartlett, counsel to MFIT, 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 Chase Money Market Fund, Chase
Vista Prime Money Market Fund or their respective shareholders. The holding
period and tax basis of Chase Vista Prime Money Market Fund Shares will be the
same as the holding period and tax cost basis of the shareholder's shares of
Chase Money Market Fund. In addition, the holding period and tax basis of those
assets owned by Chase Money Market Fund transferred to Chase Vista Prime Money
Market Fund will be identical for Chase Money Market Fund. See "Information
Relating to the Proposed Reorganization -- Federal Income Tax Consequences."
INVESTMENT OBJECTIVE AND POLICIES
The investment objective of each Fund is to seek the highest possible level
of current income while still maintaining liquidity and preserving capital.
The investment policies of the Funds are similar except that the dollar
weighted average maturity of the Chase Vista Prime Money Market Fund is required
to be 60 days or less whereas the dollar weighted average maturity of Chase
Money Market Fund is required to be 90 days or less.
ADDITIONAL TRUST PORTFOLIOS
In addition to Chase Money Market Fund, MFIT currently offers ten additional
portfolios:
<TABLE>
<S> <C>
Balanced Fund Income Fund
Core Equity Fund Intermediate Bond Fund
Equity Growth Fund Short-Intermediate Term U.S. Government Securities Fund
Equity Growth Fund II Small Capitalization Fund
Equity Income Fund U.S. Government Securities Fund
</TABLE>
Detailed descriptions of each MFIT portfolio can be found in the MFIT
prospectuses and Statement of Additional Information. MFIT may add or subtract
additional portfolios from time to time in the future.
2
<PAGE>
However, in connection with other concurrent reorganizations, it is anticipated
that some of these portfolios will be liquidated.
In addition to Chase Vista Prime Money Market Fund, MFT currently offers ten
additional portfolios:
<TABLE>
<S> <C>
100% U.S. Treasury Securities Money Market Fund Tax Free Money Market Fund
Treasury Plus Money Market Fund New York Tax Free Money Market Fund
Federal Money Market Fund California Tax Free Money Market Fund
U.S. Government Money Market Fund Tax Free Income Fund
New York Tax Free Income Fund California Intermediate Tax Free Fund
</TABLE>
Detailed descriptions of each MFT portfolio can be found in the MFT
prospectuses and Statement of Additional Information. MFT may add or subtract
portfolios from time to time in the future. However, in connection with other
concurrent reorganizations, it is anticipated that some of these portfolios will
be liquidated.
PRINCIPAL RISKS OF INVESTING IN CHASE VISTA PRIME MONEY MARKET FUND
The following discussion highlights the principal risk factors associated
with an investment in Chase Vista Prime Money Market Fund. Chase Vista Prime
Money Market Fund attempts to keep its net asset value constant, but there's no
guarantee it will be able to do so. The value of money market investments tends
to fall when prevailing interest rates rise. Repurchase agreements involve some
risk to Chase Vista Prime Money Market Fund if the other party does not live up
to its obligations under the agreement. Chase Vista Prime Money Market Fund's
ability to concentrate its investments in the banking industry could increase
risks. Investments in foreign banks and other foreign issuers may be riskier
than investments in the United States.
CERTAIN ARRANGEMENTS WITH SERVICE PROVIDERS
__ADVISORY SERVICES
The investment adviser for both Chase Money Market Fund and Chase Vista
Prime Money Market Fund is Chase. Chase oversees the asset management and
administration of both Funds. As compensation for its services, Chase receives a
management fee from each of Chase Money Market Fund and Chase Vista Prime Money
Market Fund at an annual rate of 0.30% and 0.10%, respectively, of their
respective average daily net assets. A portion of the fee generated with respect
to Chase Vista Prime Money Market Fund is used to pay CFAM, Chase Vista Prime
Money Market Fund's sub-adviser.
Pursuant to the terms of advisory agreements between Chase and MFIT and
between Chase and MFT (each, an "Advisory Agreement"), Chase is responsible for
making decisions with respect to, and placing orders for, all purchases and
sales of the portfolio securities of Chase Money Market Fund, subject to the
general supervision of the MFIT Board, and Chase Vista Prime Money Market Fund,
subject to the general supervision of the MFT Board. Pursuant to an investment
sub-advisory agreement between Chase and CFAM (the "Subadvisory Agreement"),
Chase delegates certain of these responsibilities to CFAM with respect to Chase
Vista Prime Money Market Fund. For the investment sub-advisory services rendered
to Chase Vista Prime Money Market Fund and Chase, CFAM is entitled to receive
from Chase an annual fee of 0.03% of Chase Vista Prime Money Market Fund's
average net assets.
It is anticipated that during the first quarter of 2001, Chase will transfer
its investment advisory business to CFAM and, thereafter, CFAM will be the sole
investment adviser to Chase Vista Prime Money Market Fund and Chase Money Market
Fund.
__OTHER SERVICES
Vista Fund Distributors, Inc. ("VFD"), a wholly-owned, indirect subsidiary
of BISYS Fund Services, Inc. ("BISYS") is the distributor for Chase Vista Prime
Money Market Fund. CFD Fund Distributors, Inc. ("CFD"), another wholly-owned
indirect subsidiary of BISYS, is the distributor for Chase Money Market Fund.
VFD and CFD are unaffiliated with Chase. [In connection with the Reorganization,
VFD will change its name to Chase Fund Distributors, Inc.]
Chase serves as administrator, fund accountant and custodian for both Chase
Money Market Fund and Chase Vista 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 Chase Money Market Fund and Chase Vista Prime
Money Market Fund.
3
<PAGE>
PricewaterhouseCoopers LLP ("PwC") serves as both Chase Money Market Fund's
and Chase Vista Prime Money Market Fund's independent accountants, auditing and
reporting on the annual financial statements of each Fund and preparing each
Fund's federal income tax returns. PwC also performs other professional
accounting, auditing, tax and advisory services when MFIT or MFT engages it to
do so.
ORGANIZATION
Each of MFIT and MFT is organized as a Massachusetts business trust. Chase
Money Market Fund is organized as a series of MFIT and Chase Vista Prime Money
Market Fund is organized as a series of MFT.
PURCHASES, REDEMPTIONS AND EXCHANGES
The procedures for making purchases, redemptions and exchanges of shares of
Chase Vista Prime Money Market Fund are substantially similar to those with
respect to shares of Chase Money Market Fund.
COMPARATIVE FEE AND EXPENSE TABLES
The table below shows (i) information regarding the fees and expenses paid
by each of Chase Money Market Fund and Chase Vista Prime Money Market Fund that
reflect current expense arrangements, and (ii) estimated fees and expenses on a
pro forma basis for Chase Vista Prime Money Market Fund after giving effect to
the proposed Reorganization. Under the proposed Reorganization, holders of
Investor Class Shares in Chase Money Market Fund would receive Vista Class
Shares in Chase Vista Prime Money Market Fund and holders of Premier Class
Shares in Chase Money Market Fund would receive Premier Class Shares in Chase
Vista Prime Money Market Fund. The table indicates that both contractual
(pre-waiver) and actual (post-waiver) total expense ratios for current holders
of Chase Money Market Fund are anticipated to be the same or less following the
Reorganization. In addition, Chase has agreed to waive certain fees and/or
reimburse certain expenses to ensure that actual total operating expenses do not
increase for at least one year.
<TABLE>
<CAPTION>
CHASE Chase
MONEY MARKET FUND(a) Vista Prime Money Market Fund(b)
-------------------- --------------------------------
INVESTOR PREMIER VISTA PREMIER
CLASS CLASS CLASS CLASS
SHARES SHARES SHARES SHARES
--------- --------- --------------- ---------------
<S> <C> <C> <C> <C>
ANNUAL FUND OPERATING EXPENSES
(EXPENSES THAT ARE DEDUCTED
FROM FUND ASSETS)
Management Fees 0.30% 0.30% 0.10% 0.10%
Distribution (12b-1) Fees 0.10% None None None
Other Expenses 0.35% 0.25% 0.50% 0.38%
Total Annual Fund Operating
Expenses 0.75% 0.55% 0.60% 0.48%
</TABLE>
<TABLE>
<CAPTION>
CHASE VISTA PRIME MONEY MARKET FUND (COMBINED)(c)
--------------------------------------------------------
PRO FORMA VISTA CLASS PRO FORMA PREMIER CLASS SHARES
--------------------- ---------------------------------
<S> <C> <C>
ANNUAL FUND OPERATING EXPENSES
(EXPENSES THAT ARE DEDUCTED FROM FUND
ASSETS)
Management Fees 0.10% 0.10%
Distribution (12b-1) Fees None None
Other Expenses 0.50% 0.38%
Total Annual Fund Operating Expenses 0.60% 0.48%
</TABLE>
---------------------
(a) The actual Management Fees for Chase Money Market Fund are expected to be
0.25%, actual Distribution Fees for Investor Class Shares are expected to
be 0.00% and Total Annual Fund Operating Expenses for Investor and Premier
Class Shares are not expected to exceed 0.60% and 0.50%, 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.
4
<PAGE>
(b) The actual Other Expenses for Vista and Premier Class shares of Chase Vista
Prime Money Market Fund, prior to the reorganization, are expected to be
0.49% and 0.35%, respectively, and Total Annual Fund Operating Expenses for
Vista and Premier Class shares are not expected to exceed 0.59% and 0.45%,
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.
(c) The actual Other Expenses for Vista and Premier Class shares of Chase Vista
Prime Money Market Fund, subsequent to the reorganization, are expected to
be 0.49% and 0.35%, respectively, and Total Annual Fund Operating Expenses
for Vista and Premier Class shares are not expected to exceed 0.59% and
0.45%, 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 the
Funds with the cost of investing in other mutual funds. The example assumes:
- you invest $10,000;
- you sell all of your shares at the end of the period;
- your investment has a 5% return each year; and
- 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>
CHASE MONEY MARKET FUND
INVESTOR CLASS SHARES $ 77 $ 240 $ 417 $ 930
PREMIER CLASS SHARES $ 56 $ 176 $ 307 $ 689
CHASE VISTA PRIME MONEY MARKET
FUND
VISTA CLASS SHARES $ 61 $ 192 $ 335 $ 750
PREMIER CLASS SHARES $ 49 $ 154 $ 269 $ 604
PRO FORMA CHASE VISTA PRIME
MONEY MARKET FUND
VISTA CLASS SHARES $ 61 $ 192 $ 335 $ 750
PREMIER CLASS SHARES $ 49 $ 154 $ 269 $ 604
</TABLE>
RISK FACTORS
The following discussion highlights the principal risk factors associated
with an investment in Chase Vista Prime Money Market Fund. Chase Vista Prime
Money Market Fund has similar investment objectives and policies to Chase Money
Market Fund. Accordingly, there should be no material difference in the risk
factors associated with them. 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 Chase Vista Prime Money Market Fund,
which are incorporated herein by reference.
Chase Vista Prime Money Market Fund attempts to keep its net asset value
constant, but there's 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're generally less sensitive to interest rate changes
than longer-term securities.
Repurchase agreements involve some risk to Chase Vista Prime Money Market
Fund if the other party does not live up to its obligations under the agreement.
Chase Vista 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 can't repay their loans.
5
<PAGE>
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 don't match U.S.
standards.
Although Chase Vista Prime Money Market Fund seeks to be fully invested, it
may at times hold some of its assets in cash. This would hurt the Fund's
performance.
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
Chase Money Market Fund will be transferred to and assumed by Chase Vista Prime
Money Market Fund. In exchange for the transfer of the assets, and the
assumption of the liabilities, of Chase Money Market Fund, MFT will issue at the
Effective Time of the Reorganization full and fractional (a) Vista Class Shares
of Chase Vista Prime Money Market Fund equal in aggregate dollar value to the
aggregate net asset value of full and fractional outstanding Investor
Class Shares of Chase Money Market Fund and (b) Premier Class Shares of Chase
Vista Prime Money Market Fund equal in aggregate dollar value to the aggregate
net asset value of full and fractional outstanding Premier Class Shares of Chase
Money Market Fund, in each case as determined at the valuation time specified in
the Reorganization Plan. The Reorganization Plan provides that Chase Money
Market 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 Chase Money Market Fund Shareholders all
undistributed net investment income earned and net capital gains realized up to
and including the Effective Time of the Reorganization.
Following the transfer of assets to, and the assumption of the liabilities
of Chase Money Market Fund by Chase Vista Prime Money Market Fund, Chase Money
Market Fund will distribute Chase Vista Prime Money Market Fund Shares received
from MFT to the Chase Money Market Fund Shareholders in liquidation of Chase
Money Market Fund. Each Chase Money Market Fund Shareholder at the Effective
Time of the Reorganization will receive an amount of Vista Class Shares or
Premier Class Shares, as the case may be, with a total net asset value equal to
the net asset value of their Chase Money Market 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 shares of Chase Money Market Fund.
Chase Vista Prime Money Market Fund expects to maintain most of the
portfolio investments of Chase Money Market Fund in light of the similar
investment policies of Chase Money Market Fund and the investment strategies of
its investment adviser.
After the Reorganization all of the issued and outstanding shares of Chase
Money Market Fund Shares will be canceled on the books of Chase Money Market
Fund and the stock transfer books of Chase Money Market 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 Chase Money Market Fund 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; 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
February 19, 2001 or such other date as is agreed to by the parties.
The expenses of Chase Money Market Fund and Chase Vista Prime Money Market
Fund in connection with the Reorganization will be borne by Chase.
6
<PAGE>
The Reorganization Plan and the Reorganization described herein may be
abandoned at any time prior to the Effective Time of the Reorganization by
either party if a material condition to the performance of such party under the
Reorganization Plan or a material covenant of the other party is not fulfilled
by the date specified in the Reorganization Plan or if there is a material
default or material breach of the Reorganization Plan by the other party. In
addition, either party may terminate the Reorganization Plan if its trustees
determine that proceeding with the Reorganization Plan is not in the best
interests of their fund's shareholders.
BOARD CONSIDERATIONS
In its consideration and approval of the Reorganization at meetings held on
October 24, 2000, the MFIT Board considered and discussed the future of Chase
Money Market Fund and how to best serve the Chase Money Market Fund
Shareholders' interests. The Trustees discussed the size of Chase Money Market
Fund's investment portfolio (approximately $[343] million as of [August 31,
2000]) and the increasing advantages of reorganizing Chase Money Market Fund
into Chase Vista Prime Money Market Fund. The Trustees reviewed the Proposal.
After discussions, it was decided to pursue the Reorganization with Chase Vista
Prime Money Market Fund.
In its consideration and approval of the Reorganization, the MFIT 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 Chase Money Market Fund and Chase Vista
Prime Money Market Fund; the effect of such Reorganization on Chase Money Market
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 and its affiliates; the management and other fees payable by
Chase Vista Prime Money Market Fund; the similarities and differences in the
investment objective and policies of the Funds; the opportunity to combine Chase
Money Market Fund with Chase Vista Prime Money Market Fund in an effort to
realize operational and administrative efficiencies; the recommendations of
Chase with respect to the proposed Reorganization and the fact that the
Reorganization would constitute a tax-free reorganization.
After considering the foregoing factors, together with such information as
they believed to be relevant, the MFIT Board determined that the proposed
Reorganization is in the best interests of Chase Money Market Fund and that the
interests of the Chase Money Market Fund Shareholders would not be diluted as a
result of the Reorganization and approved the Reorganization Plan and directed
that the Reorganization Plan be submitted to the Chase Money Market Fund
Shareholders for approval.
The MFT Board considered the proposed Reorganization from the perspective of
Chase Vista Prime Money Market Fund. The MFIT Board considered, among other
things; the terms of the Reorganization Plan; the opportunity to combine the two
Funds in an effort to realize operational and administrative efficiencies; and
the fact that the Reorganization would consititute a tax-free reorganization.
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
shareholders of Chase Vista Prime Money Market Fund and (ii) the interests of
Chase Vista 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 it believed to be relevant, the MFT Board approved the
Reorganization Plan.
THE MFIT BOARD RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE PROPOSAL.
The MFIT Board has not determined what action Chase Money Market Fund will
take in the event 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.
FEDERAL INCOME TAX CONSEQUENCES
Consummation of the Reorganization is subject to the condition that MFIT
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 Chase Money Market Fund to Chase Vista Prime Money Market Fund in
exchange for Chase Vista Prime Money Market Fund Shares and the liquidating
distributions to Shareholders of Chase Vista 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, Chase
Money Market Fund and Chase Vista Prime Money Market Fund will each be
considered "a party to a reorganization" within the meaning of
7
<PAGE>
Section 368(b) of the Code; (ii) no gain or loss will be recognized by Chase
Money Market Fund as a result of such transaction; (iii) no gain or loss will be
recognized by Chase Vista Prime Money Market Fund as a result of such
transaction; (iv) no gain or loss will be recognized by the Chase Money Market
Fund Shareholders on the distribution to Chase Money Market Fund Shareholders of
the Chase Vista Prime Money Market Fund Shares in exchange for their Chase Money
Market Fund Shares; (v) the aggregate basis of Shares of Chase Vista Prime Money
Market Fund received by a Shareholder of Chase Money Market Fund will be the
same as the aggregate basis of such Chase Money Market Fund Shareholder's Chase
Money Market Fund Shares immediately prior to the Reorganization; (vi) the basis
of Chase Vista Prime Money Market Fund in the assets of Chase Money Market Fund
received pursuant to such transaction will be the same as the basis of such
assets in the hands of Chase Money Market Fund immediately before such
transaction; (vii) a Chase Money Market Fund Shareholder's holding period for
Chase Vista Prime Money Market Fund Shares will be determined by including the
period for which each Chase Money Market Fund Shareholder held Chase Money
Market Fund Shares exchanged therefor, provided that the Shareholder held such
Shares in Chase Money Market Fund Shares as a capital asset; and (viii) Chase
Vista 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 Chase Money Market Fund.
MFIT has not sought a tax ruling from the Internal Revenue Service (the
"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. Shareholders should consult their own
advisers concerning the potential tax consequences to them, including state and
local income taxes.
CAPITALIZATION
Because Chase Money Market Fund will be combined with Chase Vista Prime
Money Market Fund in the Reorganization, the total capitalization of Chase Vista
Prime Money Market Fund after the Reorganization is expected to be greater than
the current capitalization of Chase Money Market Fund. The following table sets
forth as of August 31, 2000: (i) the capitalization of Chase Money Market Fund;
(ii) the capitalization of Chase Vista Prime Money Market Fund; and (iii) the
pro forma capitalization of Chase Vista 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 Chase Vista Prime Money Market Fund and Chase Money Market
Fund are likely to be
8
<PAGE>
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.
<TABLE>
<CAPTION>
CHASE MONEY CHASE VISTA PRIME PRO FORMA
MARKET FUND MONEY MARKET FUND COMBINED
------------ ----------------- ---------------
<S> <C> <C> <C>
Total Net Assets
Vista Class Shares............... $ -- $ 1,475,054,000 $ 1,475,280,918
Premier Class Shares............. -- 1,841,253,000 2,185,031,554
Institutional Class Shares....... -- 9,430,011,000 9,430,011,000
B Class Shares................... -- 10,939,000 10,939,000
C Class Shares................... -- 44,000 44,000
Reserve Class Shares............. -- 1,205 1,205
Investor Class Shares............ 226,918 -- --
Premier Class Shares............. 343,778,554 -- --
------------ --------------- ---------------
$344,005,472 $12,757,302,205 $13,101,307,677
============ =============== ===============
Shares Outstanding
Vista Class Shares............... -- 1,478,705,831 1,478,932,746
Premier Class Shares............. -- 1,841,212,524 2,184,990,632
Institutional Class Shares....... -- 9,426,519,136 9,426,519,136
B Class Shares................... -- 10,940,645 10,940,645
C Class Shares................... -- 43,677 43,677
Reserve Class Shares............. -- 1,205 1,205
Investor Class Shares............ 226,915 -- --
Premier Class Shares............. 343,778,108 -- --
------------ --------------- ---------------
344,005,023 12,757,423,018 13,101,428,041
============ =============== ===============
Net Asset Value Per Share
Vista Class Shares............... -- $1.00 $1.00
Premier Class Shares............. -- $1.00 $1.00
Institutional Class Shares....... -- $1.00 $1.00
B Class Shares................... -- $1.00 $1.00
C Class Shares................... -- $1.00 $1.00
Reserve Class Shares............. -- $1.00 $1.00
Investor Class Shares............ $1.00 -- --
Premier Class Shares............. $1.00 -- --
</TABLE>
INVESTMENT POLICIES
The following discussion summarizes some of the investment policies of Chase
Vista Prime Money Market Fund. Chase Vista Prime Money Market Fund has similar
investment policies to Chase Money Market Fund; however, certain differences are
described below. This section is qualified in its entirety by the discussion in
the Prospectus and Statement of Additional Information of Chase Vista Prime
Money Market Fund, which are incorporated herein by reference.
OBJECTIVE
Chase Vista Prime Money Market Fund seeks to provide the highest possible
level of income while still maintaining liquidity and preserving capital.
MAIN INVESTMENT STRATEGY
Chase Vista Prime Money Market Fund invests in high quality, short-term
money market instruments which are issued and payable in U.S. dollars.
Chase Vista Prime Money Market Fund principally invests in high quality
commercial paper and other short-term debt securities, including floating and
variable rate demand notes of U.S. and foreign corporations, debt securities
issued or guaranteed by qualified banks. These 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
the Fund's advisers judge to have comparable credit standing; securities issued
or
9
<PAGE>
guaranteed by the U.S. Government, its agencies or authorities; asset-backed
securities and repurchase agreements.
The dollar weighted average maturity of Chase Vista Prime Money Market Fund
will be 60 days or less and the Fund will buy only those instruments which have
remaining maturities of 397 days or less. THE DOLLAR WEIGHTED AVERAGE MATURITY
OF CHASE MONEY MARKET FUND WILL BE 90 DAYS OR LESS.
Chase Vista 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 banker's acceptances.
Chase Vista 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 the Fund's advisers.
Chase Vista 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.
Chase Vista Prime Money Market Fund seeks to maintain a net asset value of
$1.00 per share.
Chase Vista Prime Money Market Fund may change any of its investment
policies (except its investment objective) without shareholder approval. CHASE
MONEY MARKET FUND MAY CHANGE ITS INVESTMENT OBJECTIVE WITHOUT SHAREHOLDER
APPROVAL.
INVESTMENT RESTRICTIONS
Chase Vista Prime Money Market Fund and Chase Money Market Fund have each
adopted the following investment restrictions which may not be changed without
approval by a "majority of the outstanding shares" of a Fund which means the
vote of the lesser of (i) 67% or more of the shares of a Fund present at a
meeting, if the holders of more than 50% of the outstanding shares of a Fund are
present or represented by proxy, or (ii) more than 50% of the outstanding shares
of a Fund.
Neither Fund may:
(1) borrow money, except that each Fund may borrow money for temporary or
emergency purposes, or by engaging in reverse repurchase transactions, in an
amount not exceeding 33 1/3% of the value of its total assets at the time
when the loan is made and may pledge, mortgage or hypothecate no more than
1/3 of its net assets to secure such borrowings. Any borrowings representing
more than 5% of a Fund's total assets must be repaid before the 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 a Fund's total assets would be invested in the
securities of companies whose principal business activities are in the same
industry;
(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 a 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) each Fund may engage in transactions that may result in the issuance of
senior securities to the extent permitted under applicable
10
<PAGE>
regulations and interpretations of the 1940 Act or an exemptive order;
(b) each 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, each Fund may borrow money as
authorized by the 1940 Act; and
(7) underwrite securities issued by other persons except insofar as a 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 that
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:
(1) Each Fund may not, 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) Each Fund may not make short sales of securities, other than short sales
"against the box," or purchase securities on margin except for short-term
credits necessary for clearance of portfolio transactions, provided that
this restriction will not be applied to limit the use of options, futures
contracts and related options, in the manner otherwise permitted by the
investment restrictions, policies and investment program of a Fund. The
Funds have no current intention of making short sales against the box.
(3) Each Fund may not purchase or sell interests in oil, gas or mineral leases.
(4) Each Fund may not invest more than 10% of its net assets in illiquid
securities.
(5) Each Fund may not 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 Board of
Trustees.
PURCHASES, REDEMPTIONS AND EXCHANGES
The procedures for purchases, redemptions and exchanges of shares of Chase
Vista Prime Money Market Fund are similar to those of Chase Money Market Fund.
SALES CHARGES AND 12B-1 FEES
There is no sales charge (sometimes called a "load") to buy Vista Class or
Premier Class Shares of Chase Vista Prime Money Market Fund. Unlike with
Investor Class Shares of Chase Money Market Fund, there are no ongoing charges
(sometimes called "12b-1 fees") that holders of Vista Class or Premier
Class Shares of Chase Vista Prime Money Market Fund pay as long as they own
their shares.
BUYING FUND SHARES
THE FOLLOWING DISCUSSION APPLIES TO PURCHASES OF CHASE VISTA PRIME MONEY
MARKET FUND SHARES THAT YOU MIGHT MAKE AFTER THE REORGANIZATION.
The price shareholders pay for their shares is the net asset value per share
(NAV). NAV is the value of everything the Fund owns, minus everything it owes,
divided by the number of shares held by investors. The 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
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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 the 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 that 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 the Fund's
shares before 4:00 p.m., it will generally be processed the next day the Fund is
open for business.
A later cut-off time may be permitted for investors buying the Fund's shares
(through Chase or a bank affiliate of Chase) so long as such later cut-off time
is before the 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. The
Fund may close earlier a few days each year if the Public Securities Association
recommends that the U.S. Government securities market close trading early. Each
shareholder must provide a Social Security Number or Taxpayer Identification
Number when opening an account.
The Fund has the right to reject any purchase order.
Chase Vista Prime Money Market Fund's minimum investment and eligibility
requirements will be waived for shareholders of Chase Money Market Fund who
receive Chase Vista Prime Money Market Fund Shares in the Reorganization.
For Vista Class 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 not 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 does not 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 and Premier Class Shares through an
investment representative should instruct their representative to contact the
Fund. 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 representative may set different
minimum investments and earlier cut-off times.
A systematic investment plan is available for Vista Class Shares.
SELLING FUND SHARES
THE FOLLOWING DISCUSSION APPLIES TO SALES OF CHASE VISTA PRIME MONEY MARKET
FUND SHARES THAT YOU MIGHT MAKE AFTER THE REORGANIZATION.
Shares of the Fund may be sold on any day the Center is open for trading,
either directly to the Fund or through an investment representative.
Shareholders of the Fund will receive the next NAV calculated after the Center
accepts his or her sale order.
Under normal circumstances, if a request is received before 4:00 p.m.,
Eastern time, the Fund will send the proceeds the same business day. An order to
sell shares will not be accepted if the Fund has not collected payment for the
shares. The 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 by wire only for Premier Class Shares. However, for Vista
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.
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For Vista 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.
A shareholder who purchased through an investment representative, or in the
case of Premier 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 shareholders may contact 1-800-62-CHASE.
A systematic withdrawal plan is available for Vista Class Shares.
EXCHANGING FUND SHARES
THE FOLLOWING DISCUSSION APPLIES TO EXCHANGES OF CHASE VISTA PRIME MONEY
MARKET FUND SHARES THAT YOU MIGHT MAKE AFTER THE REORGANIZATION.
Shares of Chase Vista Prime Money Market Fund may be exchanged for shares in
certain other Chase Vista Funds.
For tax purposes, an exchange is treated as a sale of those 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. The Fund reserves
the right to limit the number of exchanges or refuse an exchange. Each exchange
privilege may also be terminated. The 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 CHASE VISTA PRIME MONEY MARKET FUND
For Vista Class Shares, Chase Vista Prime Money Market Fund may close an
account if the balance falls below $500. Chase Vista Prime Money Market Fund may
also close the account if an investor is in the Systematic Investment Plan and
fails to meet investment minimums over a 12-month period. For Premier
Class Shares, Chase Vista Prime Money Market Fund may close an account if the
balance falls below $100,000 because the investor has sold Shares. At least
60 days' notice will be given before closing the account.
Unless a shareholder indicates otherwise on his or her account application,
the 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. The Fund will take all
reasonable precautions to confirm that the instructions are genuine. Investors
agree that they will not hold the Fund liable for any loss or expenses from any
sales request, if that Fund takes reasonable precautions. The Fund will be
liable for any losses to a shareholder from an unauthorized sale or fraud
against such shareholder if the 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 instructions to the Fund or contact their investment
representative or agent. The 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 their 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 and up to 0.25% of the average daily
net assets of the Premier Class Shares held by investors serviced by the
shareholder servicing agent. The MFT Board has determined that the amount
payable for "service fees" (as defined by the National Association of Securities
Dealers) for the Fund does not exceed 0.25% of the average annual net assets
attributable to the Vista Class Shares of such Fund. MFIT DOES NOT HAVE SIMILAR
AGREEMENTS WITH SHAREHOLDER SERVICING AGENTS. ACCORDINGLY, CHASE MONEY MARKET
FUND DOES NOT PAY SHAREHOLDER SERVICING FEES.
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
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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.
Chase Vista Prime Money Market Fund issues 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 contract. This
information can be used for a variety of purposes, including offering investment
and insurance products to shareholders.
VFD is the distributor for Chase Vista Prime Money Market Fund, rather than
CFD (which acts as distributor for Chase Money Market Fund). [Please note that
it is intended that VFD will change its name to Chase Fund
Distributors, Inc. in connection with the Reorganization.]
DISTRIBUTIONS AND TAXES
Each Fund can earn income and realize capital gain. Each Fund will deduct
from these earnings any expenses and then pay to shareholders the distributions.
Each Fund declares dividends on a daily basis, 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 of net investment income are usually taxable as ordinary income at
the federal, state and local levels. The state or municipality where you live
may not charge you 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.
If you receive distributions of net capital gain, the tax rate will be based
on how long a Fund held a particular asset, not on how long you have owned your
shares. If you buy shares just before a distribution, you will pay tax on the
entire amount of the taxable distribution you receive, even though the NAV will
be higher on that date because it includes the distribution amount.
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
these Funds. Shareholders should consult their tax advisors to see how investing
in the Funds will affect their own tax situation.
COMPARISON OF CHASE MONEY MARKET FUND'S
AND CHASE VISTA PRIME MONEY MARKET FUND'S
ORGANIZATION STRUCTURES
There are no differences in the organizational structure of Chase Money
Market Fund and Chase Vista Prime Money Market Fund. Set forth below are
descriptions of the structure, voting rights, shareholder liability and the
liability of Trustees.
STRUCTURE OF CHASE MONEY MARKET FUND
Chase Money Market Fund is organized as a series of MFIT, which is organized
under the law of the Commonwealth of Massachusetts. As a Massachusetts business
trust, MFIT's operations are governed by MFIT's Declaration of Trust and By-Laws
(the "MFIT Trust Documents") and applicable Massachusetts law. The operations of
Chase Money Market Fund are also subject to the provisions of the 1940 Act and
the rules and regulations thereunder.
STRUCTURE OF CHASE VISTA PRIME MONEY MARKET FUND
Chase Vista Prime Money Market Fund is organized as a series of MFT, which
is organized under the law of the Commonwealth 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
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Massachusetts law. The operations of Chase Vista Prime Money Market Fund are
also subject to the provisions of the 1940 Act and the rules and regulations
thereunder.
TRUSTEES AND OFFICERS
Subject to the provisions of the Trust Documents, the business of Chase
Money Market Fund is managed by MFIT's Trustees and the business of Chase Vista
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.
The Trustees and officers of MFIT and MFT are identical.
Information concerning the current Trustees of the MFIT Board and the MFT
Board is set forth later in this document.
SHARES OF FUNDS
Each of MFIT and MFT is a trust with an unlimited number of authorized
shares of beneficial interest, par value $0.001 per share, which may be divided
into portfolios or series and classes thereof. Each Fund is one portfolio of a
trust, and may issue multiple classes of shares. Each share of a portfolio or
class of a trust 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 either MFIT or 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 MFIT or MFT that are not
attributable to a specific portfolio or class will be allocated to all the
portfolios of that trust in a manner believed by its management 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 1940 Act, including the election or selection of Trustees and independent
accountants. Neither MFIT nor MFT is 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 either MFIT or MFT.
SHAREHOLDER VOTING RIGHTS
A vacancy in the Board of either MFIT or MFT 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 that trust 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 that trust 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 either MFIT or MFT could, under
certain circumstances, be held personally liable as partners for the obligations
of that trust. However, the Declaration of Trust of each of MFIT and MFT
disclaims shareholder liability for acts or obligations of that trust and
provides for indemnification and reimbursement of expenses out of trust property
for any shareholder held personally liable for the obligations of that trust.
The Declaration of Trust of each of MFIT and MFT also provides that the trust
shall maintain appropriate insurance (for example, fidelity bonding and errors
and omissions insurance) for the protection of that trust, 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 the trust itself was unable to meet its obligations.
LIABILITY OF DIRECTORS AND TRUSTEES
Under the Declaration of Trust of each of MFIT and MFT, the Trustees of that
trust are personally liable only for bad faith, willful misfeasance, gross
negligence or reckless disregard of their duties as Trustees. Under the
Declaration of Trust of each of MFIT and MFT, a Trustee or officer will
generally be indemnified against all liability and against all expenses
reasonably incurred or paid by such person in connection with
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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 each of MFIT and MFT are available without charge upon
written request to that trust.
INFORMATION RELATING TO THE ADVISORY CONTRACTS
GENERAL INFORMATION
As noted above, Chase Money Market Fund and Chase Vista Prime Money Market
Fund are both managed by Chase pursuant to the Advisory Agreements. Chase has
delegated most of its responsibilities with respect to Chase Vista Prime Money
Market Fund to CFAM pursuant to a Subadvisory Agreement between Chase and CFAM.
As a result, CFAM is responsible for most of the day-to-day management functions
for Chase Vista Prime Money Market Fund. In addition, the same portfolio
management team is responsible for the day-to-day management for both Chase
Vista Prime Money Market Fund and Chase Money Market Fund. It is anticipated
that during the first quarter of 2001, Chase will transfer its investment
advisory business to CFAM and, thereafter, CFAM will be the sole investment
adviser to Chase Vista Prime Money Market Fund and Chase 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 June 30, 2000, Chase and certain of its affiliates
provided investment management services with respect to assets of approximately
$250 billion. CMC's principal executive offices are located at 270 Park Avenue,
New York, New York 10017. On September 13, 2000, CMC and J.P. Morgan & Co.
Incorporated announced that they have agreed to merge. The transaction is
expected to close in the first quarter of 2001 and is subject to approval by
shareholders of both companies, as well as by U.S. Federal and state and foreign
regulatory authorities.
Under each 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 each Advisory
Agreement including 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
Chase Vista Prime Money Market Fund to CFAM. Under each Advisory Agreement,
Chase is obligated to furnish employees, office space and facilities required
for operation of the Funds.
EXPENSES AND ADVISORY FEES. Each Advisory Agreement provides that each of
Chase Money Market Fund and Chase Vista Prime Money Market Fund, as the case may
be, will pay Chase a monthly advisory fee based upon the average daily net
assets of such Fund. The annual rate of the advisory fee is 0.30% for Chase
Money Market Fund and 0.10% for Chase Vista Prime Money Market Fund. Chase may
waive fees from time to time to assist the Funds in maintaining competitive
yields.
Under each Advisory Agreement, except as indicated above, each Fund is
responsible for its operating expenses including, but not limited to, taxes;
interest; fees (including fees paid to its Trustees who are not affiliated with
Chase or any of their affiliates); fees payable to the SEC; state securities
qualification fees; association membership dues; costs of preparing and printing
prospectuses for regulatory purposes and for distribution to existing
shareholders; advisory and administrative fees; charges of the custodian and
transfer agent; insurance premiums; auditing and legal expenses; costs of
shareholders' reports and shareholder meetings; any extraordinary expenses; and
brokerage fees and commissions, if any, in connection with the purchase or sale
of portfolio securities.
For the twelve months ended August 31, 2000, Chase accrued management fees
and management fee waivers of approximately $887,000 and $179,000, respectively,
for Chase Money Market Fund. For the fiscal year ended August 31, 2000, Chase
accrued management fees of approximately $10,633,000 for Chase Vista Prime Money
Market Fund.
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SUBCONTRACTING. Chase is authorized by each 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 the Trusts or the relevant Fund, and to be approved
by the shareholders of that Fund as required by the 1940 Act.
LIMITATION ON LIABILITY. Each 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 MFIT, MFT or either Fund, as the case may be, in connection
with the performance of that 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 MFIT, MFT
or either Fund, as the case may be, or a Fund for the acts of any sub-adviser as
it is for its own acts.
DURATION AND TERMINATION. Each Advisory Agreement continues in effect from
year to year with respect to Chase Money Market Fund or Chase Vista Prime Money
Market Fund, as the case may be, only so long as such continuation is approved
at least annually by (i) the Board of Trustees of either MFIT or MFT, as the
case may be, or the majority vote of the outstanding voting securities of such
Fund, and (ii) a majority of those Trustees who are neither parties to that
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. Each Advisory Agreement will terminate automatically in the event
of its "assignment," as defined in the 1940 Act. In addition, each Advisory
Agreement is terminable at any time as to either Fund without penalty by either
the MFIT or MFT Board, as the case may be, or by vote of the majority vote of
such Fund's outstanding voting securities upon 60 days' written notice to Chase,
and by Chase on 60 days' written notice to MFIT or MFT, as the case may be.
DESCRIPTION OF CFAM
CFAM is a wholly-owned subsidiary of Chase. CFAM is located at 1211 Avenue
of the Americas, 41st Floor, New York, New York 10036.
DESCRIPTION OF THE SUBADVISORY AGREEMENT
Pursuant to the Subadvisory Agreement, Chase delegates to CFAM portfolio
management duties. With respect to the day-to-day management of Chase Vista
Prime Money Market Fund, CFAM makes decisions concerning, and places all orders
for, purchases and sales of securities and helps maintain the records relating
to such purchases and sales. CFAM 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 Chase Vista 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 CFAM.
Chase and CFAM bear all expenses in connection with the performance of their
respective services under the Subadvisory Agreement.
As investment adviser, Chase oversees the management of Chase Vista Prime
Money Market Fund under the Subadvisory Agreement, and, subject to the general
supervision of the MFT Board, makes recommendations and provides guidelines to
CFAM based on general economic trends and macroeconomic factors. Among the
recommendations that may be provided by Chase to CFAM are guidelines and
benchmarks against which Chase Vista Prime Money Market Fund would be managed.
From the fee paid by Chase Vista Prime Money Market Fund under the Advisory
Agreement to Chase, Chase bears responsibility for payment of subadvisory fees
to CFAM. Therefore, Chase Vista Prime Money Market Fund does not bear any
increase in advisory fee rates resulting from the Subadvisory Agreement. The
Subadvisory Agreement provides that CFAM 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 (i) by the MFT Board, or by a majority of the
outstanding voting securities of Chase Vista Prime Money Market Fund and, in
each case, (ii) by a majority of the Trustees who are not interested persons of
the Fund, Chase or CFAM, 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
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Chase Vista Prime Money Market Fund, or by CFAM 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, CFAM receives a fee from
Chase. The fee is at the annual rate of 0.03% of the average daily net assets of
Chase Vista 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
Chase Vista 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 approximately
$3,190,000 in subadvisory fees to CFAM. THIS FEE WAS PAID BY CHASE OUT OF THE
ADVISORY FEE IT RECEIVED FOR CHASE VISTA PRIME MONEY MARKET FUND AND WAS NOT AN
ADDITIONAL CHARGE TO THE FUND.
PORTFOLIO TRANSACTIONS AND BROKERAGE COMMISSIONS
Chase, as the investment adviser to both Chase Money Market Fund and Chase
Vista 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 either the MFIT or MFT Board, as
the case may be. In addition, the Subadvisory Agreement with CFAM currently
provides that CFAM's responsibilities with respect to portfolio transactions and
brokerage arrangements will be equivalent to those of Chase under the Advisory
Agreements. Accordingly, the description below of Chase's responsibilities under
each Advisory Agreement would also apply to the subadviser's responsibilities
under the Subadvisory Agreement.
Under each Advisory Agreement, Chase, subject to the general supervision of
the applicable Board, is responsible for the placement of orders for the
purchase and sale of portfolio securities for each of Chase Money Market Fund
and Chase Vista Prime Money Market Fund with brokers and dealers selected by
Chase. These brokers and dealers may include brokers or dealers affiliated with
Chase to the extent permitted by the 1940 Act and that trust's policies and
procedures applicable to the Funds. Chase shall use its best efforts to seek to
execute portfolio transactions at prices which, under the circumstances, result
in total costs or proceeds being the most favorable to such 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 MFIT
Board or the MFT Board, as the case may be, regarding overall commissions paid
by a Fund and their reasonableness in relation to the benefits to such Fund.
In executing portfolio transactions for Chase Money Market Fund or Chase
Vista 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 fund, 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 MFIT's
or MFT's registration statement, as the case may be, and such Fund's 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.
18
<PAGE>
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, MFIT or any of its
portfolios, including Chase Money Market Fund and MFT or any of its portfolios,
including Chase Vista 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.
BOARD OF TRUSTEES
The Trustees for MFIT and MFT are identical. Set forth below are the current
members of the MFIT Board and the MFT Board.
<TABLE>
<CAPTION>
NAME PRINCIPAL OCCUPATION AND OTHER INFORMATION
---- ------------------------------------------
<S> <C>
Fergus Reid, III Chairman of the Trust. Chairman and Chief
Executive Officer, Lumelite Corporation, since
September 1985; Trustee, Morgan Stanley Funds.
Age: 67. Address: 202 June Road, Stamford, CT
06903.
*H. Richard Vartabedian Trustee and President of the Trust. Investment
Management Consultant, formerly, Senior Investment
Officer, Division Executive of the Investment
Management Division of The Chase Manhattan Bank,
N.A., 1980 through 1991. Age: 64. Address:
P.O. Box 296, Beach Road, Hendrick's Head,
Southport, ME 04576.
William J. Armstrong Trustee. Retired; formerly Vice President and
Treasurer, Ingersoll-Rand Company. Age: 58.
Address: 287 Hampshire Ridge, Park Ridge, NJ
07656.
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 had been employed by Chase in numerous
capacities and offices from 1954 through 1989.
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.
*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.
George E. McDavid Trustee. President, Houston Chronicle Publishing
Company. Age: 69. Address: P.O. Box 2558,
Houston, TX 77252.
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. Retired; formerly 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: 2025
Lincoln Park Road, Springfield, KY 40069.
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.
</TABLE>
19
<PAGE>
<TABLE>
<CAPTION>
NAME PRINCIPAL OCCUPATION AND OTHER INFORMATION
---- ------------------------------------------
<S> <C>
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.
</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 either Trust solely by reason of being an officer of
either Trust.
The executive officers of MFIT and MFT are identical. Set forth below as to
each executive officer of MFIT and MFT is his or her name, age, principal
occupation during the past five years and other directorships held in public
companies.
<TABLE>
<CAPTION>
NAME AND POSITION AGE PRINCIPAL OCCUPATION AND OTHER INFORMATION
----------------- --- ------------------------------------------
<S> <C> <C>
Martin R. Dean 37 Treasurer and Assistant Secretary. Vice
President, Administration Services, BISYS
Fund Services, Inc.; formerly Senior
Manager, KPMG Peat Marwick (1987-1994).
Address: 3435 Stelzer Road, Columbus, OH
43219.
Lisa Hurley 45 Secretary. Senior Vice President and
General Counsel, BISYS Fund
Services, Inc.; 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 33 Assistant Secretary. Chief Administrative
Officer, BISYS Fund Services, Inc.;
formerly Supervisor, Blue Sky Department,
Alliance Capital Management L.P. Address:
3435 Stelzer Road, Columbus, OH 43219.
</TABLE>
The Trustees and officers of MFIT and 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 MFIT and MFT, are referred to as the
"Chase Vista Funds").
TRANSACTIONS WITH AND REMUNERATION OF TRUSTEES AND OFFICERS
No compensation, direct or otherwise, other than through fees paid to Chase
or CFAM, is payable by either MFIT or MFT to any of its officers or Trustees who
are affiliated with Chase or CFAM (or any of their affiliates). Those Trustees
who are not affiliated with Chase or its affiliates will be paid an annual fee
plus a fee for each meeting of the Board of Trustees or any committee thereof
that such Trustee attends, together with reimbursement for reasonable expenses
incurred in attending such meetings. Chase, CFAM 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 CFAM 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 collectibility (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 MFIT Board for use at the Meeting. It is
expected that the solicitation of proxies will be primarily by mail. MFIT's
officers and service providers may also solicit proxies by telephone, facsimile
machine, telegraph, the Internet or personal interview. In addition MFIT 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 MFIT to forward solicitation materials
to their principals to obtain authorizations for the execution of proxies. Any
Chase Money Market Fund Shareholder
20
<PAGE>
giving a proxy may revoke it at any time before it is exercised by submitting to
MFIT a written notice of revocation or a subsequently executed proxy or by
attending the Meeting and electing to vote in person.
Only Chase Money Market Fund Shareholders of record at the close of business
on November 10, 2000 will be entitled to vote at the Meeting. On that date,
there were outstanding and entitled to be voted [____________] Chase Money
Market Fund Shares. Each share or fraction thereof is entitled to one vote or
fraction thereof.
The presence in person or by proxy of Shareholders that own a majority of
the outstanding Chase Money Market 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 proposals are not received by
the time scheduled for the Meeting, or the Chase Money Market Fund Shareholders
determine to adjourn the Meeting for any other reason, the Chase Money Market
Fund 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 Chase Money Market Fund
Shareholders holding a majority of the Chase Money Market 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 Chase Money Market 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 Chase
Money Market Fund Shares to reduce the number present to less than a quorum. 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).
PROXIES
All Chase Money Market Fund Shares represented by each properly signed proxy
received prior to the Meeting will be voted at the Meeting. If a Chase Money
Market Fund 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 Chase Money Market Fund Shareholder returns its proxy but
no direction is made on the proxy, the proxy will be voted FOR the Proposal
described in this Combined Prospectus/Proxy Statement. Chase Money Market Fund
Shareholders voting to ABSTAIN on the 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 the Proposal on
behalf of the beneficial owner (a "broker non-vote") will be treated as present
for purposes of achieving a quorum but will not be counted in determining the
votes cast on the Proposal.
A proxy granted by any Chase Money Market Fund Shareholder may be revoked by
such Chase Money Market Fund Shareholder at any time prior to its use by written
notice to MFIT, 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 Chase Money Market Fund or Chase Vista Prime Money Market
Fund (or shareholders of either 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 MFIT by personal interview, by telephone or by telegraph
without additional remuneration thereof. Professional solicitors may also be
retained.
SHAREHOLDER APPROVALS
Approval of the Reorganization Plan (and the transactions contemplated
thereby) requires the affirmative vote of the lesser of (i) 67% or more of the
Chase Money Market Fund Shares present at the Meeting and (ii) more than 50% of
all outstanding Chase Money Market Fund Shares. In tallying Chase Money Market
Fund 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 each proposal.
21
<PAGE>
INTERESTED PARTIES
On the Record Date, the Trustees and officers of Chase Money Market Fund as
a group owned less than 1% of the outstanding shares of Chase Money Market Fund.
On the Record Date, the name, address and percentage ownership of the persons
who owned beneficially more than 5% of any class or series of shares of Chase
Money Market Fund and the percentage of any class or series of shares of Chase
Vista Prime Money Market Fund that would be owned by such persons upon
consummation of the Reorganization based upon their holdings at November 10,
2000 are as follows:
<TABLE>
<CAPTION>
PERCENTAGE OF PERCENTAGE OF CLASS OF
CHASE MONEY CHASE VISTA PRIME
CHASE AMOUNT OF MARKET FUND MONEY MARKET FUND
MONEY SHARES SHARES OWNED ON OWNED UPON
MARKET FUND NAME AND ADDRESS OWNED RECORD DATE CONSUMMATION
----------- ------------------------------ ---------- ----------------- -----------------------
<C> <S> <C> <C> <C>
</TABLE>
At November 10, 2000 the Trustees and officers of MFT as a group owned less
than 1% of the outstanding shares of Chase Vista Prime Money Market Fund.
At November 10, 2000 the name, address and share ownership of the persons
who owned beneficially more than 5% of any class of Chase Vista 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 November 10,
2000 were as follows:
<TABLE>
<CAPTION>
PERCENTAGE OF PERCENTAGE OF PERCENTAGE OF
VISTA CLASSND CLASS OWNED FUND SHARES CLASS OWNED
CHASE VISTA PRIME NAME AND AMOUNT OF ON RECORD OWNED ON UPON
MONEY MARKET FUND ADDRESS SHARES OWNED DATE RECORD DATE CONSUMMATION
----------------- ------------------------- ------------- ------------- ------------- --------------
<C> <S> <C> <C> <C> <C>
</TABLE>
ADDITIONAL INFORMATION ABOUT MFIT
Information about Chase Money Market Fund is included in the Prospectus
dated April 30, 2000, which is incorporated by reference and enclosed herein.
Additional information about Chase Money Market Fund is also included in MFIT's
Statement of Additional Information dated April 30, 2000 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
1-800-5-CHASE-0. MFIT 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, NY 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 is also
available on the SEC's web site at http://www.sec.gov.
ADDITIONAL INFORMATION ABOUT MFT
Information about Chase Vista Prime Money Market Fund is included in the
Prospectus dated December 29, 1999, which is incorporated by reference and
enclosed herein. Additional information about Chase Vista 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,
22
<PAGE>
and at the SEC's Regional Offices at 7 World Trade Center, Suite 1300, New York,
NY 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 financial highlights and notes
thereto of Chase Money Market Fund for the six-month period ended June 30, 2000
and the audited financial statements and financial highlights and notes thereto
of Chase Money Market Fund for the fiscal year ended December 31, 1999 and Chase
Vista Prime Money Market Fund for the fiscal year ended August 31, 2000, are
incorporated by reference herein and into the Statement of Additional
Information related to this Combined Prospectus/ Proxy Statement. The audited
financial statements and financial highlights for Chase Money Market Fund and
Chase Vista Prime Money Market Fund have been incorporated herein by reference
in reliance on the report of PricewaterhouseCoopers LLP, independent
accountants, given on their authority as experts in auditing and accounting.
OTHER BUSINESS
The MFIT 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 MFIT 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
Neither MFIT nor MFT is involved in any litigation that would have any
material adverse effect upon either Chase Money Market Fund or Chase Vista Prime
Money Market Fund.
SHAREHOLDER INQUIRIES
Shareholder inquiries may be addressed to MFIT in writing at the address on
the cover page of this Combined Prospectus/Proxy Statement or by telephoning
1-800-5-CHASE-0.
* * *
SHAREHOLDERS WHO DO NOT EXPECT TO BE PRESENT AT THE MEETING ARE REQUESTED
TO DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE. NO
POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.
23
<PAGE>
APPENDIX A
AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Plan") made this 31st day of
October, 2000 by and between Mutual Fund Investment Trust (the "Transferor
Trust"), a Massachusetts business trust, on behalf of the Chase Money Market
Fund (the "Transferor Portfolio") and Mutual Fund Trust (the "Acquiring Trust")
and the Chase Vista Prime Money Market Fund (the "Acquiring Portfolio").
WHEREAS, the Board of Trustees of each of the Transferor Trust and the
Acquiring 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, each of the Transferor Trust and the Acquiring 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 $.001 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 parties 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 Transferor 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 Acquiring
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 the Premier Class share class, in exchange for Premier Class Shares
of the Transferor Portfolio, and the Vista Class share class, in exchange for
Investor Class Shares of the Transferor Portfolio, 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 Transferor 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 Trust
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 will
not issue certificates representing the Acquiring Portfolio Shares in connection
with such exchange.
A-1
<PAGE>
(iii) As soon as practicable after the Effective Time of the
Reorganization, the Transferor Trust shall take all the necessary steps under
Massachusetts law, the Transferor Trust's Declaration of Trust and any other
applicable law to effect a complete dissolution of the Transferor Portfolio.
(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 February 19, 2001, 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 Acquiring 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
Transferor Trust's Declaration of Trust or By-laws and then current prospectus
and statement of additional information.
(ii) The number of Premier Class shares of the Acquiring Portfolio Shares
to be issued (including fractional shares, if any) by the Acquiring Portfolio in
exchange for the Transferor Portfolio's assets attributable to the Transferor
Portfolio's Premier Class shares shall be determined by an exchange ratio
computed by dividing the net value of the Transferor Portfolio's assets
attributable to Premier Class shares by the net asset value per share of the
Premier Class shares of the Acquiring Portfolio, both as determined in
accordance with Section 1(c)(i). The number of Vista Class shares of the
Acquiring Portfolio Shares to be issued (including fractional shares, if any) by
the Acquiring Portfolio in exchange for the Transferor Portfolio's assets
attributable to the Transferor Portfolio's Investor Class shares shall be
determined by an exchange ratio computed by dividing the net value of the
Transferor Portfolio's assets attributable to Investor Class shares by the net
asset value per share of the Vista Class shares 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 TRUST
The Acquiring Trust represents and warrants as follows:
(a) ORGANIZATION, EXISTENCE, ETC. The Acquiring 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. Each of the
A-2
<PAGE>
Acquiring Portfolio and the Acquiring Trust have 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 Acquiring 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 Acquiring Trust, as amended, included in the
Acquiring 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.
(d) CAPITALIZATION. The Acquiring Trust has an unlimited number of
authorized shares of beneficial interest, par value $.001 per share, of which as
of [August 31, 2000] there were outstanding 1,478,705,831 Vista Class Shares,
1,841,212,524 Premier Class Shares, 9,426,519,136 Institutional Class Shares,
10,940,645 B Class Shares, 43,677 C Class Shares and 1,205 Reserve Class Shares
of the Acquiring Portfolio, and no shares of such Portfolio were held in the
treasury of the Acquiring Trust. All of the outstanding shares of the Acquiring
Trust have been duly authorized and are validly issued, fully paid and
nonassessable (except as disclosed in the Acquiring Trust's prospectus and
recognizing that under Massachusetts law, shareholders of an Acquiring Trust
portfolio could, under certain circumstances, be held personally liable for the
obligations of such Acquiring Trust portfolio). Because the Acquiring 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 Acquiring Trust
with respect to the Acquiring Portfolio for the fiscal year ended August 31,
2000 which have been audited by PricewaterhouseCoopers LLP, 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 an Acquiring Trust portfolio
could, under certain circumstances, be held personally liable for the
obligations of such portfolio).
(g) AUTHORITY RELATIVE TO THIS PLAN. The Acquiring 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 Acquiring Trust's Board of Trustees and no other proceedings by the
Acquiring Trust other than those contemplated under this Plan are necessary to
authorize its officers to effectuate this Plan and the transactions contemplated
hereby. The Acquiring 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 Acquiring Trust's
financial statements with respect to the Acquiring Portfolio and liabilities
incurred in the ordinary course of business subsequent to August 31, 2000 or
otherwise previously disclosed to the Acquiring 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).
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(j) LITIGATION. There are no claims, actions, suits or proceedings pending
or, to the knowledge of the Acquiring Trust, threatened which would adversely
affect the Acquiring 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 Acquiring Trust or the Acquiring
Portfolio and, to the knowledge of the Acquiring Trust, there are no regulatory
investigations of the Acquiring 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 Acquiring Trust, on behalf of the Acquiring Portfolio,
is subject.
(l) TAXES. The federal income tax returns of the Acquiring Trust with
respect to the Acquiring Portfolio, and all other income tax returns required to
be filed by the Acquiring 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
Acquiring 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
Acquiring Trust with respect to the Acquiring Portfolio have been paid so far as
due.
(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 Acquiring Trust of the Reorganization,
except such as have been obtained as of the date hereof.
3. REPRESENTATIONS AND WARRANTIES OF THE TRANSFEROR TRUST
The Transferor Trust represents and warrants as follows:
(a) ORGANIZATION, EXISTENCE, ETC. The Transferor 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. Each of Transferor Portfolio and the Transferor 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 Transferor 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 Transferor Trust, as amended, included in the
Transferor 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 Transferor Trust has an unlimited number of
authorized shares of beneficial interest, par value $.001 per share, of which as
of August 31, 2000 there were outstanding 226,915 Investor Class shares and
343,778,108 Premier Class shares of the Transferor Portfolio, and no shares of
such Portfolio were held in the treasury of the Transferor Trust. All of the
outstanding shares of the Transferor Trust have been duly authorized and are
validly issued, fully paid and nonassessable (except as disclosed in the
Transferor 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
Transferor 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 Transferor 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
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of the Transferor 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 Transferor Trust
with respect to the Transferor Portfolio for the fiscal year ended December 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 months ended June 30, 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 Transferor 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 Transferor Trust's Board of Trustees and no other proceedings by the
Transferor Trust other than those contemplated under this Plan are necessary to
authorize its officers to effectuate this Plan and the transactions contemplated
hereby. The Transferor 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.
(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 Transferor Trust's
Financial Statements with respect to the Transferor Portfolio and liabilities
incurred in the ordinary course of business subsequent to June 30, 2000 or
otherwise previously disclosed to the Transferor 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 December 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 Transferor Trust, threatened which would adversely
affect the Transferor 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 Transferor Trust or the Transferor
Portfolio and, to the knowledge of the Transferor Trust, there are no regulatory
investigations of the Transferor Trust or the Transferor Portfolio, pending or
threatened, other than routine inspections and audits.
(j) CONTRACTS. The Transferor 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 Transferor 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 Transferor Trust with
respect to the Transferor Portfolio, and all other income tax returns required
to be filed by the Transferor Trust with respect to each Transferor Portfolio,
have been filed for all taxable years to and including December 31, 1999, and
all taxes payable pursuant to such returns have been paid. To the knowledge of
the Transferor 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
Transferor Trust with respect to the Transferor Portfolio have been paid so far
as due.
(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 Transferor Trust of the Reorganization,
except such as have been obtained as of the date hereof.
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4. COVENANTS OF THE ACQUIRING TRUST
The Acquiring Trust covenants to the following:
(a) REGISTRATION STATEMENT. On behalf of the Acquiring Portfolio, the
Acquiring 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 Trust 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 Trust shall furnish such data and information
relating to the Acquiring Trust 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, the Acquiring Trust shall conduct the business of the Transferor
Portfolio 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 TRUST
The Transferor Trust covenants to the following:
(a) MEETING OF THE TRANSFEROR PORTFOLIO'S SHAREHOLDERS. The Transferor
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, to the extent permitted by
its investment objective and policies 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
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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 Trust will cooperate with the Acquiring
Trust and will furnish to the Acquiring 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 Transferor 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 Trust agrees to
use all reasonable efforts to effectuate the Reorganization and to obtain any
necessary regulatory approvals for the Reorganization.
(e) OPERATIONS IN THE ORDINARY COURSE. Except as otherwise contemplated by
this Plan, the Transferor Trust shall conduct the business of the Transferor
Portfolio 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 Transferor 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 TRUST
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 Trust 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, 2000.
(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 Transferor 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 Transferor 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
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Plan, the Prospectus and Statement of Additional Information, and upon such
other written representations as the President or Treasurer of the Transferor
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 TRUST
The obligations of the Acquiring Trust 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.
(b) COVENANTS, WARRANTIES AND REPRESENTATIONS. The Transferor Trust 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 December 31,
1999.
(c) PORTFOLIO SECURITIES. All securities to be acquired by the 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 Transferor 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 carry
forward, for its taxable year ending on the Exchange Date.
(f) TAX OPINION. The Acquiring 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 Trust or the Acquiring Trust 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 TRUST. The Transferor 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
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Reorganization by notice to the Acquiring Portfolio and The Chase Manhattan Bank
if (i) a material condition to the performance of the Transferor Trust hereunder
or a material covenant of the Acquiring Trust 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
Trust.
(d) TERMINATION BY THE ACQUIRING TRUST. The Acquiring 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 Trust and The Chase Manhattan Bank if (i) a material
condition to the performance of the Acquiring Trust hereunder or a material
covenant of the Transferor Trust 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 Trust.
(e) TERMINATION BY THE TRANSFEROR TRUST. This Plan may be terminated by the
Transferor 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.
(f) TERMINATION BY THE ACQUIRING TRUST. This Plan may be terminated by the
Acquiring 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 Acquiring
Portfolio.
(g) 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
(a) 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; (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 Transferor Trust (for itself or on behalf of the Transferor Portfolio)
or the Acquiring Trust (for itself or on behalf of the Acquiring Portfolio):
1211 Avenue of the Americas
41st 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 Trust and the Acquiring Trust
notwithstanding any investigation made by such party or on its behalf.
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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 Transferor Trust,
the Transferor Portfolio, the Acquiring Trust 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 Investment Trust" is the designation of its
Trustees under a Declaration of Trust dated October 1, 1997, as amended, and all
persons dealing with the Transferor Trust must look solely to the Transferor
Trust's property for the enforcement of any claims against the Transferor Trust,
as neither the Transferor Trustees, officers, agents or shareholders assume any
personal liability for obligations entered into on behalf of the Transferor
Trust. No series of the Transferor Trust shall be liable for claims against any
other series of the Transferor Trust.
(f) The name "Mutual Fund Trust" is the designation of its Trustees under a
Declaration of Trust dated December 1, 1994, as amended, and all persons dealing
with the Acquiring Trust must look solely to the Acquiring Trust's property for
the enforcement of any claims against the Acquiring Trust, as neither the
Acquiring Trustees, officers, agents or shareholders assume any personal
liability for obligations entered into on behalf of the Acquiring Trust. No
series of the Acquiring Trust shall be liable for claims against any other
series of the Acquiring Trust.
A-10
<PAGE>
IN WITNESS WHEREOF, the undersigned have executed this Plan as of the date first
above written.
MUTUAL FUND INVESTMENT TRUST
on behalf of Chase Money Market Fund
By:
________________________________________
Name:
Title:
MUTUAL FUND TRUST
on behalf of Chase Vista Prime Money
Market Fund
By:
________________________________________
Name:
Title:
Agreed and acknowledged with respect to Section 9:
THE CHASE MANHATTAN BANK
By: ________________________________________
Name:
Title:
A-11
<PAGE>
[LOGO]
STATEMENT OF
ADDITIONAL INFORMATION
(SPECIAL MEETING OF SHAREHOLDERS
OF
CHASE MONEY MARKET FUND,
A SERIES OF MUTUAL FUND INVESTMENT
TRUST)
CHASE MONEY MARKET FUND,
A SERIES OF MUTUAL FUND INVESTMENT TRUST
1211 AVENUE OF THE AMERICAS, 41ST FLOOR, NEW YORK, NY 10036
(800) 5-CHASE-0
CHASE VISTA PRIME MONEY MARKET FUND,
A SERIES OF MUTUAL FUND TRUST
1211 AVENUE OF THE AMERICAS, 41ST FLOOR, NEW YORK, NY 10036
(800) 34-VISTA
This Statement of Additional Information is not a prospectus but should be
read in conjunction with the Combined Prospectus/Proxy Statement dated
[December 1,] 2000 for the Special Meeting of Shareholders of Chase Money Market
Fund ("Chase Money Market Fund"), a series of Mutual Fund Investment Trust
("MFIT"), to be held on January 26, 2001. Copies of the Combined
Prospectus/Proxy Statement may be obtained at no charge by calling Chase Money
Market Fund at 1-800-5-CHASE-0.
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 Chase Vista Prime Money Market Fund is contained
in MFT's Statement of Additional Information dated February 28, 2000 which is
incorporated herein by reference.
The date of this Statement of Additional Information is [December 1,] 2000.
<PAGE>
GENERAL INFORMATION
The Shareholders of Chase Money Market Fund are being asked to consider and
vote on one proposal.
With respect to an Agreement and Plan of Reorganization (the "Reorganization
Plan") dated as of October 31, 2000 by and between MFIT, on behalf of Chase
Money Market Fund, and MFT, on behalf of Chase Vista Prime Money Market Fund,
and the transactions contemplated thereby. The Reorganization Plan contemplates
the transfer of all of the assets and liabilities of Chase Money Market Fund to
Chase Vista Prime Money Market Fund in exchange for shares issued by MFT in
Chase Vista Prime Money Market Fund that will have an aggregate net asset value
equal to the aggregate net asset value of the shares of Chase Money Market Fund
that are outstanding immediately before the Effective Time of the
Reorganization.
Following the exchange, Chase Money Market Fund will make a liquidating
distribution of Chase Vista Prime Money Market Fund shares to its Shareholders,
so that (a) a holder of Investor Class Shares in Chase Money Market Fund will
receive Vista Class Shares of Chase Vista Prime Money Market Fund and (b) a
holder of Premier Class shares in Chase Money Market Fund will receive
Institutional Class Shares of Chase Vista 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.
A Special Meeting of Shareholders of Chase Money Market Fund to consider the
proposals and the related transaction will be held at the offices of The Chase
Manhattan Bank, One Chase Square, Third Floor Garden Room, Rochester, New York
14643, on January 26, 2001 at 9:00 a.m., Eastern time. For further information
about the transaction, see the Combined Prospectus/Proxy Statement.
2
<PAGE>
FINANCIAL STATEMENTS
The unaudited financial statements and notes thereto of Chase Money Market
Fund contained in its Semi-Annual Report to Shareholders dated June 30, 2000 and
the audited financial statements and notes thereto of Chase Money Market Fund
contained in its Annual Report to Shareholders dated December 31, 1999 are
incorporated by reference into this Statement of Additional Information related
to this Combined Prospectus/Proxy Statement. The audited financial statements
and notes thereto of Chase Vista Prime Money Market Fund contained in its Annual
Report to Shareholders dated August 31, 2000 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 each of Chase Money Market Fund's and Chase Vista Prime Money Market
Fund's Annual Report to Shareholders have been audited by PricewaterhouseCoopers
LLP, whose reports thereon also appear in such Annual Reports and are 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 Chase Money Market Fund for the fiscal year ended December 31, 1999
and for Chase Vista 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 accountants, given on their
authority as experts in auditing and accounting.
3
<PAGE>
PRO FORMA FINANCIAL STATEMENTS
[TO COME]
4
<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 provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and
Part C-1
<PAGE>
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 its 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.
---------------
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 Sub-Advisory Agreement between The Chase
Manhattan Bank and Chase Asset Management, Inc. (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)
Part C-2
<PAGE>
11 None
12 Opinion and Consent of Simpson Thacher & Bartlett as to Tax
Consequences. (6)
13(a) Form of Transfer Agency Agreement. (1)
13(b) Form of Shareholder Servicing Agreement. (3)
13(c) Form of Administration Agreement. (3)
14 Consent of PricewaterhouseCoopers LLP. (5)
15 None
16 None
17(a) Form of Proxy Card. (5)
17(b) Prospectus for Chase Vista Prime Money Market Fund. (5)
17(c) Prospectus for Chase Money Market Fund. (5)
17(d) Statement of Additional Information of MFT. (5)
17(e) Statement of Additional Information of MFIT. (5)
17(f) Annual Report to Shareholders of Chase Vista Prime Money Market
Fund dated August 31, 2000. (5)
17(g) Annual Report to Shareholders of Chase Money Market Fund dated
December 31, 1999. (5)
17(h) Semi-Annual Report to Shareholders of Chase Money Market Fund
dated June 30, 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 to the
Registration Statement on Form N-1A on August 29, 1994.
(3) Filed as an Exhibit to Post-Effective Amendment No. 4 to the
Registration Statement on Form N-1A on December 28, 1995.
(4) Filed as an Exhibit to Post-Effective Amendment No. 10 to the
Registration Statement on Form N-1A on October 27, 1997.
(5) Filed herewith.
Part C-3
<PAGE>
(6) To be filed by amendment.
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.
Part C-4
<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 25th day of October, 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>
*
-----------------------------------
Fergus Reid, III Chairman and Trustee October 25, 2000
/s/ H. Richard Vartabedian
-----------------------------------
H. Richard Vartabedian President and Trustee October 25, 2000
*
-----------------------------------
William J. Armstrong Trustee October 25, 2000
*
-----------------------------------
John R. H. Blum Trustee October 25, 2000
*
-----------------------------------
Stuart W. Cragin, Jr. Trustee October 25, 2000
*
-----------------------------------
Roland R. Eppley, Jr. Trustee October 25, 2000
*
-----------------------------------
Joseph J. Harkins Trustee October 25, 2000
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
*
-----------------------------------
Sarah E. Jones Trustee October 25, 2000
*
-----------------------------------
W.D. MacCallan Trustee October 25, 2000
*
-----------------------------------
George E. McDavid Trustee October 25, 2000
*
-----------------------------------
W. Perry Neff Trustee October 25, 2000
*
-----------------------------------
Leonard M. Spalding, Jr. Trustee October 25, 2000
*
-----------------------------------
Irv Thode Trustee October 25, 2000
*
-----------------------------------
Richard E. Ten Haken Trustee October 25, 2000
-----------------------------------
Martin R. Dean Treasurer and October 25, 2000
/s/ H. Richard Vartabedian
-----------------------------------
H. Richard Vartabedian Attorney in Fact October 25, 2000
</TABLE>
<PAGE>
EXHIBITS
<TABLE>
<CAPTION>
ITEM DESCRIPTION
---- -----------
<S> <C>
(14) Consent of PricewaterhouseCoopers LLP.
(17) (a) Form of Proxy Card.
(b) Prospectus for Chase Vista Prime Money Market Fund.
(c) Prospectus for Chase Money Market Fund.
(d) Statement of Additional Information of MFT.
(e) Statement of Additional Information of MFIT.
(f) Annual Report to Shareholders of Chase Vista Prime Money
Market Fund dated August 31, 2000.
(g) Annual Report to Shareholders of Chase Money Market Fund dated
December 31, 1999.
(h) Semi-Annual Report to Shareholders of Chase Money Market Fund
dated June 30, 2000.
</TABLE>
