As filed with the Securities and Exchange Commission on April 13, 2001
Registration No. 333-___/811-8358
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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:
(212) 492-1600
Address of Principal Executive Offices:
1211 Avenue of the Americas, 41st Floor
New York, New York 10036
Name and Address of Agent for Service:
Lisa Hurley
c/o BISYS Fund Services, Inc.
3435 Stelzer Road
Columbus, Ohio 43219
Copies to:
JOSEPH J. BERTINI, ESQ. SARAH E. COGAN, ESQ. JOHN E.
PETER B. ELDRIDGE, ESQ. Simpson Thacher & Bartlett BAUMGARDNER, JR., ESQ.
J.P. Morgan Fleming 425 Lexington Avenue Sullivan & Cromwell
Asset Management(USA) Inc. New York, NY 10017-3954 125 Broad Street
522 Fifth Avenue New York, NY 10004
New York, NY 10036
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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 May 13, 2001 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. 033-75250/811-8358) pursuant to Rule
24f-2 under the Investment Company Act of 1940, as amended. The Registrant's
Form 24f-2 for the fiscal year ended August 31, 2000 was filed on November 27,
2000. Pursuant to Rule 429, this Registration Statement relates to the aforesaid
Registration Statement on Form N-1A.
J.P. MORGAN TREASURY MONEY MARKET RESERVES FUND
A SERIES OF J.P. MORGAN INSTITUTIONAL FUNDS
60 STATE STREET, SUITE 1300
BOSTON, MASSACHUSETTS 02109
May 12, 2001
Dear Shareholder:
A special meeting of the shareholders of J.P. Morgan Treasury Money
Market Reserves Fund (the "Merging Fund"), a series of J.P. Morgan Institutional
Funds ("JPMIF"), will be held on July 3, 2001 at 9:00 a.m., Eastern time. Formal
notice of the meeting appears after this letter, followed by materials regarding
the meeting.
As you may be aware, J.P. Morgan & Co. Incorporated, the former
corporate parent of the investment adviser of the Merging Fund's assets,
recently completed a merger with The Chase Manhattan Corporation to form J.P.
Morgan Chase & Co. ("JPMC"). As a result of this merger, JPMC is seeking to
reorganize parts of its investment management business in order to provide
better service for shareholders of funds advised by its subsidiaries. At the
special meeting (the "Meeting"), shareholders will be asked to consider and vote
upon the proposed reorganization of the Merging Fund into JPMorgan Treasury Plus
Money Market Fund (formerly, Chase Vista Treasury Plus Money Market Fund) (the
"Surviving Fund"), a series of Mutual Fund Trust ("MFT") (the "Reorganization").
After the Reorganization, shareholders would hold an interest in the Surviving
Fund. The investment objective and policies of the Merging Fund generally are
similar to those of the Surviving Fund. In connection with the Reorganization,
the Surviving Fund will be renamed "JPMorgan Treasury Plus Money Market Fund."
After the proposed Reorganization, your investment will be in a larger
combined fund with similar investment policies.
The Surviving Fund has also entered into agreements and plans of
reorganization with other money market funds whose assets are managed by J.P.
Morgan Investment Management Inc. ("JPMIM") and which have identical investment
objectives and policies to the Merging Fund (collectively, the "Concurrent
Reorganization"). If the Concurrent Reorganization is approved by the
shareholders of these other funds and certain other conditions are met, these
funds will be reorganized into the Surviving Fund. The consummation of the
Reorganization is contingent upon the consummation of the Concurrent
Reorganization.
At the Meeting, you will also be asked to consider and vote upon the
election of Trustees of JPMIF.
The investment adviser for the assets of the Merging Fund is JPMIM. The
investment adviser for the Surviving Fund is J.P. Morgan Fleming Asset
Management (USA) Inc. ("JPMFAM"). After the Reorganization, JPMFAM, the same
investment adviser that currently is responsible for the Surviving Fund, will
make the day-to-day investment decisions for your portfolio.
Please see the enclosed Combined Prospectus/Proxy Statement for
detailed information regarding the proposed Reorganization, the Concurrent
Reorganization and a comparison of the Merging Fund and JPMIF to the Surviving
Fund and MFT. The cost and expenses associated with the Reorganization,
including costs of soliciting proxies, will be borne by JPMC and not by the
Merging Fund, JPMIF, the Surviving Fund, MFT or their shareholders.
If approval of the Reorganization is obtained, you will automatically
receive shares in the Surviving Fund.
The Proposals have been carefully reviewed by the Board of Trustees of
JPMIF, which has approved the Proposals.
THE BOARD OF TRUSTEES OF JPMIF UNANIMOUSLY RECOMMENDS THAT YOU VOTE
"FOR" EACH OF THE PROPOSALS.
Following 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 1-800-766-7722.
A proxy card is enclosed for your use in the shareholder meeting. This
card represents shares you held as of the record date, April 6, 2001. IT IS
IMPORTANT THAT YOU COMPLETE, SIGN, AND RETURN YOUR PROXY CARD IN THE ENVELOPE
PROVIDED OR CALL AS SOON AS POSSIBLE. This will ensure that your shares will be
represented at the Meeting to be held on July 3, 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,
Matthew Healey
Chairman
SPECIAL NOTE: Certain shareholders may receive a telephone call from our proxy
solicitor, D.F. King & Co., Inc., or 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 or
call ___________ in order to vote.
WHY IS THE REORGANIZATION BEING PROPOSED?
The Reorganization is being proposed because each Fund's board believes it is in
the best interests of shareholders to combine funds that have similar investment
objectives and policies and each board believes that the Reorganization should
result in better service for shareholders, including a wider variety of
investment options.
IF THE REORGANIZATION IS APPROVED, WHAT WILL HAPPEN?
Under the Reorganization, the Merging Fund will cease investing in The Treasury
Money Market Portfolio (the "Master Portfolio" in which it currently invests),
will transfer all of its assets and liabilities to the Surviving Fund and will
receive, in exchange, shares of the Surviving Fund. The Merging Fund will then
be liquidated and those shares of the Surviving Fund will be distributed pro
rata to shareholders such as you. After the Reorganization, you will own shares
of the Surviving Fund rather than the Merging Fund. The Surviving Fund invests
directly in portfolio securities rather than in a master portfolio.
WHAT WILL BE THE EFFECT ON THE INVESTMENT STRATEGIES ASSOCIATED WITH MY
INVESTMENT IF THE PROPOSED CHANGES ARE APPROVED?
The Surviving Fund generally has similar investment objectives and policies to
those of the Merging Fund. The principal differences are as follows:
SURVIVING FUND MERGING FUND
-------------- ------------
- The Surviving Fund's investment - The Merging Fund's investment
objective is to aim to provide objective is to provide high
the highest possible level of current income consistent with
current income while still the preservation of capital and
maintaining liquidity and same-day liquidity.
preserving capital.
- Invests at least 65% of its - Invests primarily in U.S.
assets in direct debt securities Treasury obligations and
of the U.S. Treasury, including repurchase agreements
Treasury bills, bonds and notes, collateralized by these
and repurchase agreements obligations. The Merging Fund
collateralized by these attempts to maintain a
investments. As an AAA rated dollar-weighted average
fund, the dollar-weighted portfolio maturity of not more
average maturity of the than 90 days.
Surviving Fund is maintained at
60 days or less.
There can be no assurance that the Fund will continue to be rated by Standard &
Poor's Ratings Service and/or Moody's Investors Service or that these agencies
will not downgrade their current ratings. The Merging Fund has not applied for a
rating.
The Reorganization is not intended to have any immediate significant impact on
the investment strategy implemented in respect of your investment. However,
please note that while the Merging Fund invests all of its asset in the Master
Portfolio (which in turn invests in portfolio securities), the Surviving Fund
invests directly in portfolio securities.
HOW WILL THE FEES AND EXPENSES ASSOCIATED WITH MY INVESTMENT BE AFFECTED?
As a result of the Reorganization, the contractual (or pre-waiver) and actual
(or post-waiver) total expense ratios are expected to be the same or less for
your shares in the Surviving Fund than they are for your shares in the Merging
Fund. If an increase does occur, The Chase Manhattan Bank has contractually
agreed to waive fees payable to it and reimburse expenses so that the total
expense ratio will remain the same for at least THREE YEARS after the
Reorganization.
WILL THERE BE ANY CHANGE IN WHO MANAGES MY INVESTMENT?
Yes. JPMFAM, the investment adviser that currently manages the day-to-day
investment activities of the Surviving Fund, will continue to manage that fund
after the Reorganization.
WHO WILL PAY FOR THE REORGANIZATION?
The cost and expenses associated with the Reorganization, including costs of
soliciting proxies, will be borne by JPMC and not by either the Merging Fund or
the Surviving Fund (or shareholders of either fund).
WHAT IF I DO NOT VOTE OR VOTE AGAINST THE REORGANIZATION, YET APPROVAL OF THE
REORGANIZATION IS OBTAINED?
You will automatically receive shares in the Surviving Fund.
HOW WILL THE PROPOSED CONCURRENT REORGANIZATION AFFECT MY INVESTMENT IF IT IS
APPROVED BY THE SHAREHOLDERS OF THE OTHER FUNDS?
If the Concurrent Reorganization is approved and certain other conditions are
met, the assets and liabilities of the other merging funds will become the
assets and liabilities of the Surviving Fund. The consummation of the
Reorganization is contingent upon the consummation of the Concurrent
Reorganization.
WHY AM I BEING ASKED TO VOTE ON THE ELECTION OF TRUSTEES FOR JPMIF IF AFTER THE
REORGANIZATION I WILL OWN SHARES IN THE SURVIVING FUND, A SERIES OF MFT?
Even if the Reorganization is approved, other mutual funds that are series of
JPMIF will continue to exist and operate. All shareholders of any series of
JPMIF as of the record date (April 6, 2001) are required to be given a vote on
the proposals regarding Trustees. Because as of the record date you are still a
shareholder in JPMIF, you are entitled to vote on this proposal. Shareholders of
MFT are being asked to approve the same Trustees that are proposed for JPMIF.
AS A HOLDER OF SHARES OF THE MERGING 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.
J.P. MORGAN TREASURY MONEY MARKET RESERVES FUND,
A SERIES OF J.P. MORGAN INSTITUTIONAL FUNDS
60 STATE STREET, SUITE 1300
BOSTON, MASSACHUSETTS 02109
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 6, 2001
To the Shareholders of
J.P. Morgan Treasury Money Market Reserves Fund:
NOTICE IS HEREBY GIVEN THAT a Special Meeting of the shareholders
("Shareholders") of J.P. Morgan Treasury Money Market Reserves Fund (the
"Merging Fund"), a series of J.P. Morgan Institutional Funds ("JPMIF"), will be
held at the offices of J.P. Morgan Chase & Co., 1211 Avenue of the Americas,
41st Floor, New York, NY, on July 3, 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 among JPMIF, on behalf
of the Merging Fund, Mutual Fund Trust ("MFT"), on
behalf of JPMorgan Treasury Plus Money Market Fund
(formerly, Chase Vista Treasury Plus Money Market
Fund) (the "Surviving Fund"), and J.P. Morgan Chase &
Co., and the transactions contemplated thereby,
including (a) the transfer of all of the assets and
liabilities of the Merging Fund to the Surviving Fund
in exchange for Reserves Class shares of the
Surviving Fund (the "Surviving Fund Shares"); and (b)
the distribution of such Surviving Fund Shares to the
Shareholders of the Merging Fund in connection with
the liquidation of the Merging Fund.
ITEM 2. To elect __ Trustees to serve as members of the Board
of Trustees of JPMIF.
ITEM 3. To transact such other business as may properly come
before the Special Meeting or any adjournment(s)
thereof.
YOUR FUND TRUSTEES UNANIMOUSLY RECOMMEND THAT YOU VOTE IN FAVOR OF
ITEMS 1 AND 2.
Each 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 April 6, 2001 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 JPMIF. 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
THE MERGING FUND A WRITTEN NOTICE OF REVOCATION OR A SUBSEQUENTLY EXECUTED PROXY
OR BY ATTENDING THE SPECIAL MEETING AND VOTING IN PERSON.
Margaret W. Chambers
Secretary
May 12, 2001
COMBINED PROSPECTUS/PROXY STATEMENT
DATED MAY 12, 2001
ACQUISITION OF THE ASSETS AND LIABILITIES OF
J.P. MORGAN TREASURY MONEY MARKET RESERVES FUND,
A SERIES OF J.P. MORGAN INSTITUTIONAL FUNDS
60 STATE STREET, SUITE 1300
BOSTON, MASSACHUSETTS 02109
(617) 557-0700
BY AND IN EXCHANGE FOR SHARES OF
JPMORGAN TREASURY PLUS MONEY MARKET FUND
(FORMERLY, CHASE VISTA TREASURY PLUS MONEY MARKET FUND),
A SERIES OF MUTUAL FUND TRUST
1211 AVENUE OF THE AMERICAS, 41ST FLOOR
NEW YORK, NEW YORK 10036
(800) _____________
This Combined Prospectus/Proxy Statement relates to the proposed
reorganization of J.P. Morgan Treasury Money Market Reserves Fund (the "Merging
Fund"), a series of J.P. Morgan Institutional Funds ("JPMIF"), into JPMorgan
Treasury Plus Money Market Fund (formerly, Chase Vista Treasury Plus Money
Market Fund) (the "Surviving Fund"), a series of Mutual Fund Trust ("MFT"). If
approved by Shareholders, the proposed reorganization will be effected by
transferring all of the assets and liabilities of the Merging Fund to the
Surviving Fund, which has generally similar investment objectives and policies
to those of the Merging Fund, in exchange for shares of the Surviving Fund (the
"Reorganization"). Therefore, as a result of the proposed Reorganization,
current shareholders of the Merging Fund (the "Merging Fund Shareholders") will
become shareholders of the Surviving Fund ("Surviving Fund Shareholders"). JPMIF
and MFT are both open-end management investment companies offering shares in
several portfolios. In connection with the Reorganization, the Surviving Fund
will be renamed "JPMorgan Treasury Plus Fund."
Under the proposed Reorganization, each Merging Fund Shareholder will
receive Reserves Class shares (the "Surviving Fund Shares") of the Surviving
Fund with a value equal to such Merging Fund Shareholder's holdings in the
Merging Fund. The Surviving Fund currently has a multi-class structure under
which it offers Vista Class, Premier Class and Institutional Class shares. In
connection with the Reorganization, the Surviving Fund will rename the Vista
Class "Morgan Class", rename Institutional Class "Agency Class" and introduce a
new "Institutional Class" and "Reserves Class" of shares.
At the Meeting, you also will be asked to consider and vote upon the
election of Trustees of JPMIF.
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") among JPMIF, on behalf of the Merging
Fund, MFT, on behalf of the Surviving Fund, and J.P. Morgan Chase & Co.,
attached to this Combined Prospectus/Proxy Statement as Appendix A.
The Board of Trustees for JPMIF is soliciting proxies in connection
with a Special Meeting (the "Meeting") of Shareholders to be held on July 3,
2001 at 9:00 a.m., Eastern time, at the offices of J.P. Morgan Chase & Co., 1211
Avenue of the Americas, 41st Floor, New York, New York, at which meeting
shareholders in the Merging Fund will be asked to consider and approve the
proposed Reorganization Plan, certain transactions contemplated by the
Reorganization Plan and certain other proposals. This Combined Prospectus/Proxy
Statement constitutes the proxy statement of the Merging Fund for the meeting of
its Shareholders and also constitutes MFT's prospectus for Surviving 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 MFT and JPMIF that
an investor should know before voting on the proposals. The current
Prospectuses, Statements of Additional Information and Annual Reports for the
Merging Fund (including the Annual Report of The Treasury Money Market
Portfolio) and the Semi-Annual Report of the Surviving Fund and the Surviving
Fund are incorporated herein by reference, and the current Prospectus, Annual
Report and Semi-Annual Report of the Surviving Fund are enclosed with this
Combined Prospectus/Proxy Statement. A Statement of Additional Information
relating to this Combined Prospectus/Proxy Statement dated May 12, 2001
containing additional information about MFT and JPMIF 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, as well as the
Prospectus. Statement of Additional Information and Annual Report of the Merging
Fund (including the Annual Report of the Treasury Money Market Portfolio), may
be obtained without charge by writing to MFT at its address noted above or by
calling 1-800-776-7722.
This Combined Prospectus/Proxy Statement is expected to first be sent
to shareholders on or about May 12, 2001.
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 PROSPECTUS/PROXY
STATEMENT AND IN THE MATERIALS EXPRESSLY INCORPORATED HEREIN BY REFERENCE AND,
IF GIVEN OR
ii
MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY MFT OR JPMIF.
INVESTMENTS IN THE SURVIVING FUND ARE SUBJECT TO RISK--INCLUDING THE POSSIBLE
LOSS OF PRINCIPAL. NO SHARES IN THE SURVIVING FUND ARE BANK DEPOSITS OR
OBLIGATIONS OF, OR GUARANTEED OR ENDORSED BY, ANY BANK 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.
iii
TABLE OF CONTENTS
PAGE
INTRODUCTION...................................................................1
PROPOSAL 1: REORGANIZATION PLAN...............................................1
SUMMARY........................................................................2
COMPARATIVE FEE AND EXPENSE TABLES.............................................5
RISK FACTORS...................................................................8
INFORMATION RELATING TO THE PROPOSED REORGANIZATION............................8
INVESTMENT POLICIES...........................................................13
PURCHASES, REDEMPTIONS AND EXCHANGES..........................................19
DISTRIBUTIONS AND TAXES.......................................................23
COMPARISON OF THE MERGING FUND'S AND THE SURVIVING
FUND'S ORGANIZATION STRUCTURE......................................24
INFORMATION RELATING TO THE ADVISORY CONTRACTS AND
OTHER SERVICES.....................................................26
PROPOSAL 2: ELECTION OF TRUSTEES..............................................29
VOTE REQUIRED.................................................................30
INFORMATION RELATING TO VOTING MATTERS........................................34
ADDITIONAL INFORMATION ABOUT MFT..............................................36
ADDITIONAL INFORMATION ABOUT JPMIF............................................36
FINANCIAL STATEMENTS AND EXPERTS..............................................37
OTHER BUSINESS................................................................37
LITIGATION....................................................................37
SHAREHOLDER INQUIRIES.........................................................38
APPENDIX A AGREEMENT AND PLAN OF REORGANIZATION.............................A-1
iv
INTRODUCTION
GENERAL
This Combined Prospectus/Proxy Statement is being furnished to the
shareholders of the Merging Fund, an open-end management investment company, in
connection with the solicitation by the Board of Trustees of JPMIF of proxies to
be used at a Special Meeting of Shareholders of the Merging Fund to be held on
July 3, 2001 at 9:00 a.m., Eastern time, at the offices of J.P. Morgan Chase &
Co., 1211 Avenue of the Americas, 41st Floor, New York, New York, (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 May 12, 2001.
PROPOSAL 1: REORGANIZATION PLAN
-------------------------------
As you may be aware, J.P. Morgan & Co. Incorporated, the former
corporate parent of the investment adviser of the Merging Fund's assets,
recently completed a merger with The Chase Manhattan Corporation to form J.P.
Morgan Chase & Co. ("JPMC"). As a result of this merger, JPMC is seeking to
reorganize parts of its investment management business in order to provide
better service for shareholders of funds advised by its subsidiaries. At the
Meeting, Merging Fund Shareholders will consider and vote upon the Agreement and
Plan of Reorganization (the "Reorganization Plan") dated _______, 2001 among
JPMIF, on behalf of the Merging Fund, MFT, on behalf of the Surviving Fund (the
Merging Fund and the Surviving Fund are collectively defined as the "Funds"),
and JPMC pursuant to which all of the assets and liabilities of the Merging Fund
will be transferred to the Surviving Fund in exchange for Surviving Fund Shares.
As a result of the Reorganization, Merging Fund Shareholders will become
shareholders of the Surviving Fund and will receive Surviving Fund Shares equal
in value to their holdings in the Merging Fund on the date of the
Reorganization. In connection with the Reorganization, the Surviving Fund will
be renamed "JPMorgan Treasury Money Market Fund." Further information relating
to the Surviving Fund is set forth herein, and the Surviving Fund's Prospectus,
Annual Report and Semi-Annual Report are enclosed with this Combined
Prospectus/Proxy Statement.
THE JPMIF BOARD HAS UNANIMOUSLY RECOMMENDED THAT SHAREHOLDERS VOTE "FOR"
PROPOSAL 1.
VOTE REQUIRED
Approval of the Reorganization Plan by the Merging Fund requires the
affirmative vote of the lesser of (i) 67% or more of the shares of the Merging
Fund present at the Meeting if the holders of more than 50% of the outstanding
shares of the Merging Fund are present or represented by proxy and (ii) more
than 50% of all outstanding shares of the Merging Fund. If the Reorganization
Plan is not approved by the Merging Fund Shareholders, the JPMIF 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,
Statement of Additional Information, Annual Report of each of the Surviving Fund
and the Merging Fund (including the Annual Report of The Treasury Money Market
Portfolio), and Semi-Annual Report and the Reorganization Plan attached to this
Combined Prospectus/Proxy Statement as Appendix A.
PROPOSED REORGANIZATION
Pursuant to the proposed Reorganization Plan, the Merging Fund will
transfer all of its assets and liabilities to the Surviving Fund in exchange for
shares of the Surviving Fund.
Under the proposed Reorganization, each Merging Fund Shareholder will
receive a number of Reserves Class shares of the Surviving Fund with an
aggregate net asset value equal on the date of the exchange to the aggregate net
asset value of such shareholder's Merging Fund Shares on such date. Therefore,
following the proposed Reorganization, Merging Fund Shareholders will be
Surviving Fund Shareholders. Merging Fund Shareholders will not pay a sales
charge in connection with the Reorganization. See "Information Relating to the
Proposed Reorganization."
The Surviving Fund has investment objectives, policies and restrictions
generally similar to the Merging Fund.
Based upon their evaluation of the relevant information presented to
them, including an analysis of the operation of the Surviving Fund both before
and after the Reorganization, the terms of the Reorganization Plan, the
opportunity to combine the two Funds with generally similar investment
objectives and policies, and the fact that the Reorganization will be tax-free,
and in light of their fiduciary duties under federal and state law, the MFT
Board and the JPMIF Board, including a majority of each Board's members who are
not "interested persons" within the meaning of the Investment Company Act of
1940, as amended (the "1940 Act"), have each determined that the proposed
Reorganization is in the best interests of each Fund and its respective
shareholders and that the interests of such shareholders will not be diluted as
a result of such Reorganization.
REASONS FOR THE REORGANIZATION
The Reorganization is being proposed because each Fund's board believes
it is in the best interests of shareholders to combine funds that have similar
investment objectives and policies and each board believes that the
Reorganization should result in better service for shareholders, including a
wider variety of investment options.
-2-
CONCURRENT REORGANIZATION
The Merging Fund currently invests all of its investable assets in The
Treasury Money Market Portfolio (the "Master Portfolio"), which has identical
investment objectives and policies as the Merging Fund and which is advised by
J.P. Morgan Investment Management Inc. ("JPMIM"). J.P. Morgan Institutional
Service Treasury Money Market Fund and J.P. Morgan Treasury Money Market Fund,
each a series of JPMIF with identical investment objectives and policies as the
Merging Fund (the "Feeder Portfolios") also currently invest all of their assets
in the Master Portfolio. The Surviving Fund has entered into substantially
similar agreements and plans of reorganization with each Feeder Portfolio
(collectively, the "Concurrent Reorganization"). If each of the Reorganization
and the Concurrent Reorganization is approved by the shareholders of the Merging
Fund and each Feeder Portfolio, respectively, and certain other conditions are
met, the Merging Fund and the Feeder Portfolios will be reorganized into the
Surviving Fund and the Merging Fund and the Feeder Portfolios will no longer
invest their assets in the Master Portfolio. The consummation of the
Reorganization is contingent upon the consummation of the Concurrent
Reorganization.
FEDERAL INCOME TAX CONSEQUENCES
Simpson Thacher & Bartlett 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 the Merging Fund, the Surviving Fund or the
shareholders of the Merging Fund. A shareholder's holding period and tax basis
of Surviving Fund Shares received by a Shareholder of the Merging Fund will be
the same as the holding period and tax basis of such shareholder's shares of
such Merging Fund. In addition, the holding period and tax basis of those assets
owned by the Merging Fund and transferred to the Surviving Fund will be
identical for the Surviving Fund. See "Information Relating to the Proposed
Reorganization - Federal Income Tax Consequences."
INVESTMENT ADVISERS
The investment adviser for the Master Portfolio (and therefore the
assets of the Merging Fund and the Feeder Portfolios) is JPMIM. The investment
adviser for the Surviving Fund is J.P. Morgan Fleming Asset Management (USA)
Inc. ("JPMFAM"). JPMFAM and JPMIM are each wholly-owned subsidiaries of JPMC.
JPMFAM will continue to serve as investment advisor following the
Reorganization.
INVESTMENT OBJECTIVES AND POLICIES
The Surviving Fund's investment objective is to aim to provide the
highest possible level of current income while still maintaining liquidity and
preserving capital. The Merging Fund's investment objective is to provide high
current income consistent with the preservation of capital and same-day
liquidity. See "Risk Factors" and "Investment Restrictions."
The investment policies of the Surviving Fund are generally similar to
those of the
-3-
Merging Fund, although the Surviving Fund invests its assets directly in
portfolio securities, while the Merging Fund invests its assets in the Master
Portfolio, which in turn invests in portfolio securities. The Surviving Fund
invests at least 65% of its assets in direct debt securities of the U.S.
Treasury, including Treasury bills, bonds and notes, and repurchase agreements
collateralized by these investments. The Surviving Fund also seeks to enhance
its performance by investing in repurchase agreements, using debt securities
guaranteed by the U.S. Treasury as collateral. As an AAA-rated fund, the dollar
weighted average maturity of the Surviving Fund will be 60 days or less and the
Fund will buy only those instruments which have remaining maturities of 397 days
or less. There can be no assurance that the Fund will continue to be rated by
Standard & Poor's Ratings Service and/or Moody's Investors Service or that these
agencies will not downgrade their current ratings. The Surviving Fund invests
only in securities issued and payable in U.S. dollars. THE MERGING FUND INVESTS
PRIMARILY IN U.S. TREASURY OBLIGATIONS AND REPURCHASE AGREEMENTS COLLATERALIZED
BY THESE OBLIGATIONS. THE MERGING FUND ATTEMPTS TO MAINTAIN A DOLLAR-WEIGHTED
AVERAGE PORTFOLIO MATURITY OF NOT MORE THAN 90 DAYS. THE MERGING FUND HAS NOT
APPLIED FOR A RATING. Each Fund seeks to maintain a net asset value of $1.00 per
share.
PRINCIPAL RISKS OF INVESTING IN THE SURVIVING FUND
The principal risk factors associated with an investment in the
Surviving Fund are those typically associated with investing in a managed
portfolio of money market securities. The Surviving Fund attempts to keep its
net asset value at $1.00, although there is no guarantee it will be able to do
so. In general, the value of a money market investment tends to fall when
prevailing interest rates rise, although it tends to be less sensitive to
interest rate changes than the value of longer-term securities. Additionally,
investments in the Surviving Fund may not earn as high a current income as
longer-term or lower-quality securities. See "Risk Factors."
CERTAIN ARRANGEMENTS WITH SERVICE PROVIDERS
ADVISORY SERVICES
The investment adviser for the Surviving Fund is JPMFAM. JPMFAM
oversees the asset management of the Surviving Fund. As compensation for its
services, JPMFAM receives a management fee from the Surviving Fund at an annual
rate of 0.10% of average daily net asset. The Merging Fund currently pays a
management fee at an annual rate of 0.20% of the first $1 billion of average
daily net assets and 0.10% of average daily net assets for assets over $1
billion. Following the Reorganization, JPMFAM will continue to manage the
Surviving Fund's assets and will receive a fee at an annual rate of 0.10% of
average daily net assets.
OTHER SERVICES
J.P. Morgan Fund Distributors, Inc. (the "Distributor") is the
distributor for the Surviving Fund. The Chase Manhattan Bank ("Chase") serves as
shareholder servicing agent, administrator, fund accountant and custodian, the
Distributor serves as sub-
-4-
administrator and DST Systems, Inc. ("DST") serves as transfer agent and
dividend disbursing agent for the Surviving Fund. It is anticipated that prior
to the consummation of the Reorganization, The Bank of New York ("BONY") will
become the Surviving Fund's fund accountant and custodian.
PricewaterhouseCoopers LLP serves as the Surviving Fund's independent
accountants.
ADMINISTRATOR
As administrator, Chase receives a fee of 0.10% of average daily net
assets. It is anticipated that, in connection with the Reorganization, the
administration fee will be amended to reduce the fee to 0.05% for complex wide
money market Fund assets in excess of $100 billion.
ORGANIZATION
Each of MFT and JPMIF is organized as a Massachusetts business trust.
The Merging Fund is organized as a series of JPMIF and the Surviving Fund is
organized as a series of MFT.
PURCHASES, REDEMPTIONS AND EXCHANGES
After the Reorganization, the procedures for making purchases,
redemptions and exchanges of shares of the Surviving Fund will be similar to
those with respect to shares of the Merging Fund, as described in this Combined
Prospectus/Proxy Statement and in the Surviving Fund's Prospectus and Statement
of Additional Information.
COMPARATIVE FEE AND EXPENSE TABLES
The table below shows (i) information regarding the fees and expenses
paid by each of the Merging Fund and the Surviving Fund that reflect current
expense arrangements; and (ii) estimated fees and expenses on a pro forma basis
for the Surviving Fund after giving effect to the proposed Reorganization and
the Concurrent Reorganization. Under the proposed Reorganization, holders of
shares in the Merging Fund will receive Reserves Class shares in the Surviving
Fund. Please note that the Surviving Fund currently has three classes of shares:
Vista Class, Premier Class and Institutional Class. In connection with the
Reorganization, the Surviving Fund will rename the Vista Class "Morgan Class",
rename the Institutional Class "Agency Class" and introduce a new "Institutional
Class" and "Reserves Class."
-5-
The table indicates that both contractual (pre-waiver) and actual
(post-waiver) total expense ratios for current shareholders of the Merging Fund
are anticipated to be less or stay the same 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 three years.
<TABLE>
<CAPTION>
THE MERGING
FUND THE SURVIVING FUND*
----------- -----------------------------------------------
VISTA CLASS PREMIER CLASS INSTITUTIONAL
SHARES* SHARES SHARES CLASS SHARES
----------- ----------- -------------- -------------
<S> <C> <C> <C> <C>
SHAREHOLDER FEES* (FEES PAID DIRECTLY
FROM YOUR INVESTMENT) -Maximum Sales
Charge (Load) when you buy shares, shown
as % of the offering price.......... None None None None
Maximum Deferred Sales Charge (Load)
shown as lower of original purchase
price or redemption proceeds........ None None None None
ANNUAL FUND OPERATING EXPENSES (EXPENSES
THAT ARE DEDUCTED FROM FUND ASSETS)
Management Fees........................ 0.19% 0.10% 0.10% 0.10%
Distribution (12b-1) Fees.............. 0.25% 0.10% None None
Other Expenses......................... 0.46% 0.51% 0.42%# 0.25%
Total Annual Fund Operating Expenses... 0.90% 0.71% 0.52%# 0.35%
Fee Waiver and Expense Reimbursement
(A)(B).............................. 0.20% None None None
Net Expenses........................... 0.70% 0.71% 0.52%# 0.35%#
</TABLE>
* The table is based on estimated expenses for current fiscal year.
# Restated from the most recent fiscal year to reflect current expense
arrangements.
(A) Reflects an agreement dated 3/1/01 by Morgan, an affiliate of JPMC, to
reimburse the Fund to the extent total operating expenses (excluding
interest, taxes, and extraordinary expenses exceed 0.70% of average
daily net assets with respect of Treasury Money Market Reserves
through 2/28/02.
(B) The actual other expenses are expected to be 0.39% for Vista Shares,
0.38% for Premier Class Shares and 0.15% for Institutional Class
Shares and Total Annual Fund Operating Expenses are not expected to
exceed 0.59% for Vista Shares, 0.48% for Premier Class Shares and
0.25% for Institutional Class Shares. That is because Chase has
volunteered not to collect a portion of their fees and to reimburse
others. Chase may end this arrangement at anytime.
The table does not reflect charges or credit which you might incur if you invest
through a financial institution.
-6-
<TABLE>
<CAPTION>
THE SURVIVING FUND
-------------------------------------------------
PRO FORMA WITH CONCURRENT REORGANIZATION
-------------------------------------------------
RESERVES CLASS SHARES
-------------------------------------------------
<S> <C>
SHAREHOLDER FEES
FEES PAID DIRECTLY FROM YOUR INVESTMENT)-Maximum
Sales Charge (Load) when you buy shares, shown
as % of the offering price................. None
Maximum Deferred Sales Charge (Load) shown as lower
of original purchase price or redemption proceeds None
ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT ARE
DEDUCTED FROM FUND ASSETS) ................
Management Fees............................... 0.10%
Distribution (12b-1) Fees..................... 0.25%
Other Expenses................................ 0.54%
Total Annual Fund Operating Expenses.......... 0.89%
[Fee Waivers and Expense Reimbursements] ..... 0.19%
[Net Expenses] ............................... 0.70%
</TABLE>
(A) Reflects an agreement by Chase, an affiliate of JPMC, to reimburse
the fund to the extent total operating expenses (excluding interest, taxes, and
extraordinary expenses) exceed .70% of average daily net assets with respect to
Reserves Class Shares for three years after the reorganization.
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 each period;
- your investment has a 5% return each year; and
- each Fund's operating expenses are waived for three years and after the
Reorganization and unwaived for the period thereafter.
-7-
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>
THE MERGING FUND................................ $72 $267 $479 $1,089
THE SURVIVING FUND..............................
Vista Class..................................... $73 $227 $395 $883
Premier Class................................... $53 $167 $291 $653
Institutional Class............................. $36 $113 $197 $443
PRO FORMA THE SURVIVING FUND WITH
CONCURRENT REORGANIZATION....................
Reserves Class.................................. $72 $224 $434 $1,041
</TABLE>
---------------
RISK FACTORS
The following discussion highlights the principal risk factors
associated with an investment in the Surviving Fund. The Surviving Fund has
investment policies and investment restrictions generally similar to those of
the Merging Fund. Therefore, there should be similarities between the risk
factors associated with the Surviving Fund and the Merging Fund. This discussion
is qualified in its entirety by the more extensive discussion of risk factors
set forth in the Prospectus and Statement of Additional Information of the
Surviving Fund, which are incorporated herein by reference.
The Surviving Fund attempts to keep its net asset value constant, but
there is no guarantee it will be able to do so. Investments in the Surviving
Fund are not bank deposits or obligations of, or guaranteed or endorsed by,
Chase or any of its affiliates and are not insured by the FDIC, the Federal
Reserve Board or any other government agency. Although the Surviving Fund seeks
to preserve the value of your investment at $1.00 per share, it is possible to
lose money by investing in the Surviving Fund.
The value of a money market investment tends to fall when prevailing
interest rates rise, although it tends to be generally less sensitive to
interest rate changes than the value of longer-term securities. Although the
Surviving Fund seeks to be fully invested, it may at times hold some of its
assets in cash, which could hurt the Fund's performance. Securities in the
Fund's portfolio may not earn as high a current income as longer term or
lower-quality securities.
Repurchase agreements involve some risk of loss to the Surviving Fund
if the other party does not live up to its obligations under the agreement.
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
-8-
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
In connection with the Reorganization, the Merging Fund and the Feeder
Portfolios will cease investing in the Master Portfolio. The Reorganization Plan
provides that at the Effective Time (as defined in the Reorganization Plan) of
the Reorganization, the assets and liabilities of the Merging Fund will be
transferred to and assumed by the Surviving Fund. In exchange for the transfer
of the assets and the assumption of the liabilities of the Merging Fund, MFT
will issue at the Effective Time of the Reorganization full and fractional
Reserves Class Shares of the Surviving Fund equal in aggregate dollar value to
the aggregate net asset value of full and fractional outstanding shares of the
Merging Fund as determined at the valuation time specified in the Reorganization
Plan. The Reorganization Plan provides that the Merging 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
Merging Fund Shareholders all undistributed net investment income earned and net
capital gain realized up to and including the Effective Time of the
Reorganization.
Following the transfer of assets to, and the assumption of the
liabilities of the Merging Fund by, the Surviving Fund, the Merging Fund will
distribute Surviving Fund Shares received by it to the Merging Fund Shareholders
in liquidation of the Merging Fund. Each Merging Fund Shareholder at the
Effective Time of the Reorganization will receive an amount of Reserves Class
shares with a total net asset value equal to the net asset value of their
Merging 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 the Merging Fund.
The Surviving Fund expects to maintain most of the portfolio
investments of the Merging Fund in light of the similar investment policies of
the Merging Fund and the Surviving Fund.
After the Reorganization, all of the issued and outstanding shares of
the Merging Fund shall be canceled on the books of the Merging Fund and the
stock transfer books of the Merging 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 Merging 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 August
11, 2001 or such other date as is agreed to by the parties.
-9-
In addition, the consummation of the Reorganization is contingent upon
the consummation of the Concurrent Reorganization.
The expenses of the Funds in connection with the Reorganization will be
borne by JPMC.
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
The JPMF Board met on March 26 and 27, 2001 and the MFT Board met on
April 3, 2001, and each considered and discussed the proposed Reorganization.
The Trustees of each Board discussed the advantages of reorganization the
Merging Fund into the Surviving Fund.
The Board of each trust has determined that it is in the best interests
of the Fund's shareholders to combine the Merging Fund with the Surviving Fund.
This Reorganization is part of the general integration of the J.P. Morgan and
former Chase Vista funds into a single mutual fund complex. In reaching the
conclusion that the Reorganization is in the best interests of Fund
shareholders, each Board considered a number of factors including, among others:
the terms of the Reorganization Plan; a comparison of each Fund's historical and
projected expense ratios; the comparative investment performance of the Merging
Fund and the Surviving Fund; the anticipated effect of such Reorganization on
the relevant Fund and its shareholders; the investment advisory services
supplied by the Surviving Fund's investment adviser; the management and other
fees payable by the Surviving Fund; the similarities and differences in the
investment objectives and policies of the Merging Fund and the Surviving Fund;
and the recommendations of the relevant Fund's current investment adviser with
respect to the proposed Reorganization.
The Board determined that the Funds have generally similar investment
objectives and policies. They noted that the Reorganization could permit the
shareholders of the Merging Fund to pursue similar investment goals in a single
larger fund. The Board also considered benefits expected to arise as a result of
the Reorganization. Among these benefits, the Board noted that Surviving Fund
Shareholders would be able to exchange into a larger number and greater variety
of funds and the Surviving Fund would also benefit from the administrator's
overall intent to enhance its ability effectively to monitor and oversee the
quality of all service providers to the fund, including the investment adviser.
Finally, the Board considered the expenses related to the
Reorganization. The Board noted to the administrator's undertaking to waive fees
or reimburse the Surviving
-10-
Fund's expenses so that the total expense ratio of each share class of the
Merging Fund does not increase during the period specified in the expense table.
Additional important factors were that all costs and expenses of the
Reorganization would be borne by JPMC and the fact that the Board was advised
that Reorganization would constitute a tax-free reorganization.
After considering the foregoing factors, together with such information
as it believed to be relevant, and in light of its fiduciary duties under
federal and state law, each Board determined that the proposed Reorganization is
in the best interests of the applicable Fund and its shareholders, determined
the interests of the shareholders would not be diluted as a result of the
Reorganization, approved the Reorganization Plan and directed that the
Reorganization Plan be submitted to the Merging Fund Shareholders for approval.
THE JPMIF BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE
PROPOSAL.
The JPMIF Board has not determined what action the Merging Fund will
take in the event shareholders do not 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.
INFORMATION RELATING TO CONCURRENT REORGANIZATION
The terms and conditions under which the Concurrent Reorganization may
be consummated are set forth in reorganization plans which are substantially
similar to the Reorganization Plan you are considering. As a result of the
Reorganization and the Concurrent Reorganization, the Merging Fund and the
Feeder Portfolios will no longer invest their assets in the Master Portfolio.
The consummation of the Reorganization is contingent upon the consummation of
the Concurrent Reorganization.
FEDERAL INCOME TAX CONSEQUENCES
Consummation of the Reorganization is subject to the condition that
JPMIF 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 the Merging Fund to the Surviving Fund in exchange for the
Surviving Fund Shares and the liquidating distributions to shareholders of the
Surviving 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, the Merging Fund and the Surviving Fund will each be considered
"a party to a reorganization" within the meaning of Section 368(b) of the Code;
(ii) no gain or loss will be recognized by the Merging Fund as a result of such
transaction; (iii) no gain or loss will be recognized by the Surviving Fund as a
result of such transaction; (iv) no gain or loss will be recognized by the
Merging Fund Shareholders on the distribution to the Merging Fund Shareholders
of the Surviving Fund Shares solely in exchange for their Merging Fund Shares;
(v) the aggregate basis of shares of the Surviving Fund received by a
shareholder of the Merging Fund will be the same as the aggregate basis of such
Merging
-11-
Fund Shareholder's Merging Fund Shares immediately prior to the Reorganization;
(vi) the basis of the Surviving Fund in the assets of the Merging Fund received
pursuant to such transaction will be the same as the basis of such assets in the
hands of the Merging Fund immediately before such transaction; (vii) a Merging
Fund Shareholder's holding period for the Surviving Fund Shares will be
determined by including the period for which such Merging Fund Shareholder held
the Merging Fund Shares exchanged therefor, provided that the Merging Fund
Shareholder held such Merging Fund Shares as a capital asset; and (viii) the
Surviving Fund's holding period with respect to the assets received in the
Reorganization will include the period for which such assets were held by the
Merging Fund.
JPMIF 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 the Merging Fund will be combined with the Surviving Fund in
the Reorganization as well as other funds as a result of the Concurrent
Reorganization, the total capitalization of the Surviving Fund after the
Reorganization and the Concurrent Reorganization is expected to be greater than
the current capitalization of the Merging Fund. The following table sets forth
as of February 28, 2001: (i) the capitalization of the Merging Fund; (ii) the
capitalization of the Surviving Fund; and (iii) the pro forma capitalization of
the Surviving Fund as adjusted to give effect to the Reorganization and the
Concurrent Reorganization. There is, of course, no assurance that the
Reorganization and the Concurrent Reorganization will be consummated. Moreover,
if consummated, the capitalizations of the Surviving Fund and the Merging Fund
are likely to be different at the Effective Time of the Reorganization as a
result of fluctuations in the value of portfolio securities of each Fund and
daily share purchase and redemption activity in each Fund. Please note that the
Surviving Fund currently has three classes of shares: Vista Class, Premier Class
and Institutional Class. In connection with the Reorganization and Concurrent
Reorganization, the Surviving Fund will rename the Vista Class "Morgan Class",
rename the Institutional Class "Agency Class" and introduce a new "Institutional
Class" and "Reserves Class."
-12-
<TABLE>
<CAPTION>
CAPITALIZATION
PRO FORMA WITH CONCURRENT REORGANIZATION
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
--------------------------------------------------------------------------------------------------
BENEFICIAL NET ASSET
INTEREST SHARES VALUE PER
OUTSTANDING OUTSTANDING NET ASSETS SHARE
----------- -------------- -------------- ------------
<S> <C> <C> <C> <C>
J.P. MORGAN FUNDS
Treasury Money Market 524,371 - 524,328 $1.00
Reserve Fund (Merging Fund)
Institutional Service Treasury 473,243 - 473,086 $1.00
Money Market Fund
Institutional Treasury Money 537,242 - 537,150 $1.00
Market Fund
THE SURVIVING FUND
Vista (Renamed Morgan) 1,391,162 1,390,971 $1.00
Premier 347,882 347,866 $1.00
Institutional (Renamed Agency) 1,074,655 1,074,678 $1.00
PRO FORMA THE SURVIVING FUND COMBINED WITH CONCURRENT REORGANIZATION
Reserves 524,371 524,328 $1.00
Morgan 1,391,162 1,391,971 $1.00
Premier 821,125 820,952 $1.00
Institutional 537,242 537,150 $1.00
Agency 1,074,655 1,074,678 $1.00
</TABLE>
INVESTMENT POLICIES
The following discussion summarizes some of the investment policies of
the Surviving Fund. Except as noted below, the Merging Fund generally has
similar investment policies to those of the Surviving Fund. This section is
qualified in its entirety by the discussion in the Prospectus and Statement of
Additional Information of the Surviving Fund, which are incorporated herein by
reference.
OBJECTIVE
The Surviving Fund's investment objective is to aim to provide the
highest possible level of current income while still maintaining liquidity and
preserving capital. THE MERGING FUND'S INVESTMENT OBJECTIVE IS TO PROVIDE HIGH
CURRENT INCOME CONSISTENT WITH THE PRESERVATION OF CAPITAL AND SAME-DAY
LIQUIDITY. Neither Fund can change its objective without shareholder approval.
MAIN INVESTMENT STRATEGIES
The Surviving Fund invests its assets directly in portfolio securities.
THE MERGING FUND INVESTS ITS ASSETS IN THE MASTER PORTFOLIO, WHICH IN TURN
INVESTS IN PORTFOLIO SECURITIES.
The Surviving Fund invests at least 65% of its assets in direct debt
securities of the U.S. Treasury, including Treasury bills, bonds and notes, and
repurchase agreements collateralized by these investments. These debt securities
carry different interest rates, maturities and issue dates. The Surviving Fund
also seeks to enhance its performance by investing in repurchase agreements,
using debt securities guaranteed by the U.S. Treasury as collateral. THE MERGING
FUND INVESTS PRIMARILY IN U.S. TREASURY OBLIGATIONS AND REPURCHASE AGREEMENTS
COLLATERALIZED BY THESE OBLIGATIONS.
The Surviving Fund seeks to maintain a net asset value of $1.00 per
share.
-13-
The dollar weighted average maturity of the Surviving 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 MERGING FUND MAINTAINS A DOLLAR-WEIGHTED
AVERAGE MATURITY OF NO MORE THAN 90 DAYS.
The Surviving Fund may invest significantly in securities with floating
or variable rates of interest. Their yields will vary as interest rates change.
The Surviving 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 JPMFAM. The Surviving Fund seeks to develop an appropriate
portfolio by considering the differences in yields among securities of different
maturities, market sectors and issuers.
-14-
INVESTMENT RESTRICTIONS
The Surviving Fund and the Merging 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, and (ii) more than 50% of the outstanding shares of a Fund.
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------
SURVIVING FUND MERGING FUND
------------------------------------------------------------------------------------------------------
<S> <C>
The Surviving Fund may not purchase the The Merging Fund may not purchase the
securities of any issuer (other than securities or other obligations of issuers
securities issued or guaranteed by the U.S. conducting their principal business activity
government or any of its agencies or in the same industry if, immediately after
instrumentalities, or repurchase agreements such purchase, the value of its investment
secured thereby) if, as a result, more than in such industry would exceed 25% of the
25% of the Surviving Fund's total assets value of the Fund's total assets; provided,
would be invested in the securities of however, that the Fund may invest all or
companies whose principal business part of its assets in an open-end management
activities are in the same industry. investment company with the same investment
Notwithstanding the foregoing, (i) with objective and restrictions as the Fund. For
respect to the Surviving Fund's permissible purposes of industry concentration, there is
futures and options transactions in U.S. no percentage limitation with respect to
Government securities, positions in such investments in U.S. Government securities
options and futures shall not be subject to and repurchase agreements related thereto.
this restriction; and (ii) the Surviving
Fund may invest more than 25% of its total
assets in obligations issued by banks,
including U.S. banks.
------------------------------------------------------------------------------------------------------
The Surviving Fund may not borrow money, The Merging Fund may not borrow money,
except for temporary or emergency purposes, except in amounts not to exceed one third of
or by engaging in reverse repurchase the Fund's total assets (including the
transactions, in an amount not exceeding 33% amount borrowed) less liabilities (other
of the value of its total assets at the time than borrowings) (i) from banks for
when the loan is made and may pledge, temporary or short-term purposes or for the
mortgage or hypothecate no more than 1/3 of clearance of transactions, (ii) in
its net assets to secure such borrowings. connection with the redemption of Fund
Any borrowings representing more than 5% of shares or to finance failed settlements of
the Surviving Fund's total assets must be portfolio trades without immediately
repaid before the Surviving Fund may make liquidating portfolio securities or other
additional investments. assets, (iii) in order to fulfill
commitments or plans to purchase additional
securities pending the anticipated sale of
other portfolio securities or assets and
(iv) pursuant to reverse repurchase
------------------------------------------------------------------------------------------------------
</TABLE>
-15-
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------
SURVIVING FUND MERGING FUND
------------------------------------------------------------------------------------------------------
<S> <C>
agreements entered into by the Fund.
The Merging Fund may not enter into reverse
repurchase agreements which together with
any other borrowing exceed in the aggregate
one-third of the market value of the Fund's
total assets, less liabilities other than
the obligations created by reverse
repurchase agreements.
------------------------------------------------------------------------------------------------------
The Surviving Fund may not purchase or sell The Merging Fund may not purchase or sell
real estate unless acquired as a result of puts, calls, straddles, spreads, or any
ownership of securities or other instruments combination thereof, real estate,
(but this shall not prevent the Fund from commodities, or commodity contracts or
investing in securities or other instruments interests in oil, gas, or mineral
backed by real estate or securities of exploration or development programs.
companies engaged in the real estate
business). Investments by the Fund in
securities backed by mortgages on real
estate or in marketable securities of
companies engaged in such activities are not
hereby precluded.
The Surviving Fund may not purchase or sell
physical commodities unless acquired as a
result of ownership of securities or other
instruments but this shall not prevent the
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.
------------------------------------------------------------------------------------------------------
The Surviving Fund may not make loans, The Merging Fund may not make loans, except
except that the Surviving Fund may: (i) through purchasing or holding debt
purchase and hold debt instruments obligations, repurchase agreements, or loans
(including without limitation, bonds, notes, of portfolio securities in accordance with
debentures or other obligations and the Fund's investment objective and
certificates of deposit, bankers' policies.
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
------------------------------------------------------------------------------------------------------
</TABLE>
-16-
<TABLE>
<CAPTION>
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SURVIVING FUND MERGING FUND
------------------------------------------------------------------------------------------------------
<S> <C>
portfolio securities with a value not in
excess of one-third of the value of its
total assets.
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The Surviving Fund is not subject to a The Merging Fund may not purchase securities
similar fundamental restriction, although it on margin, make short sales of securities,
is subject to a similar non-fundamental or maintain a short position, provided that
restriction (see below). this restriction shall not be deemed to be
applicable to the purchase or sale of
when-issued securities or of securities for
delivery at a future date.
------------------------------------------------------------------------------------------------------
Notwithstanding any other investment policy The Merging Fund may not purchase the
or restriction, the Surviving Fund may seek securities or other obligations of any one
to achieve its investment objective by issuer if, immediately after such purchase,
investing all of its investable assets in more than 5% of the value of the Fund's
another investment company having total assets would be invested in securities
substantially the same investment objective or other obligations of any one such issuer;
and policies as the Surviving Fund. provided, however, that the Fund may invest
all or part of its investable assets in an
open-end management investment company with
the same investment objective and
restrictions as the Fund. This limitation
also shall not apply to issues of the U.S.
Government and repurchase agreements related
thereto.
The Merging Fund may not acquire securities
of other investment companies, except as
permitted by the 1940 Act or in connection
with a merger, consolidation,
reorganization, acquisition of assets or an
offer of exchange; provided, however, that
nothing in this investment restriction shall
prevent the Fund from investing all or part
of its assets in an open-end management
investment company with the same investment
objective and restrictions as the Fund.
------------------------------------------------------------------------------------------------------
</TABLE>
Neither Fund may issue senior securities, except as permitted under the
1940 Act or any rule, order or interpretation thereunder.
-17-
Neither Fund may underwrite securities of other issuers, except to the
extent that the Fund, in disposing of portfolio securities, may be deemed an
underwriter within the meaning of the Securities Act of 1933, as amended.
NON-FUNDAMENTAL INVESTMENT RESTRICTIONS. The investment restrictions
described below are not fundamental policies of the Surviving Fund and/or the
Merging Fund and may be changed by their respective Trustees
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------
SURVIVING FUND MERGING FUND
------------------------------------------------------------------------------------------------------
<S> <C>
The Surviving Fund may not invest more than The Merging Fund may not acquire any
10% of its net assets in illiquid illiquid securities, such as repurchase
securities. For purposes of this agreements with more than seven days to
non-fundamental restriction, "illiquid maturity or fixed time deposits with a
securities" include securities restricted as duration of over seven calendar days, if as
to resale unless they are determined to be a result thereof, more than 10% of the
readily marketable in accordance with the Fund's net assets would be in investments
procedures established by the Board of which are illiquid.
Trustees.
------------------------------------------------------------------------------------------------------
The Surviving Fund may not make short sales The Merging Fund is not subject to a similar
of securities, other than short sales non-fundamental restriction. However, it is
"against the box," or purchase securities on subject to a similar fundamental restriction
margin except for short-term credits (see above).
necessary for clearance of portfolio
transactions, provided that this restriction
will not be applied to limit the use of
options, futures contracts and related
options, in the manner otherwise permitted
by the investment restrictions, policies and
investment program of the Fund. The
Surviving Fund has no current intention of
making short sales against the box.
------------------------------------------------------------------------------------------------------
The Surviving Fund may not, with respect to The Merging Fund is not subject to a similar
75% of its assets, hold more than 10% of the non-fundamental restriction. However, it is
outstanding voting securities of any issuer subject to a fundamental restriction
or invest more than 5% of its assets in the regarding investing more than 5% of its
securities of any one issuer (other than assets in securities of one issuer (see
obligations of the U.S. Government, its above).
agencies and instrumentalities).
------------------------------------------------------------------------------------------------------
The Surviving Fund may invest up to 5% of The Merging Fund is not subject to a similar
its total assets in the securities of any non-fundamental restriction, although it is
one investment company, but may not own more subject to a similar restriction
than 3% of the securities of any one
------------------------------------------------------------------------------------------------------
</TABLE>
-18-
<TABLE>
<CAPTION>
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SURVIVING FUND MERGING FUND
------------------------------------------------------------------------------------------------------
<S> <C>
investment company or invest more than 10% under the terms of the 1940 Act.
of its total assets in the securities of
other investment companies.
------------------------------------------------------------------------------------------------------
The Surviving Fund may not purchase or sell The Merging Fund is not subject to a similar
interests in oil, gas or mineral leases. non-fundamental restriction. However, it is
subject to a similar fundamental restriction
(see above).
------------------------------------------------------------------------------------------------------
The Surviving Fund may not write, purchase The Merging Fund is not subject to a similar
or sell any put or call option or any non-fundamental restriction. However, it is
combination thereof, provided that this subject to a similar fundamental restriction
shall not prevent (i) the writing, (see above).
purchasing or selling of puts, calls or
combinations thereof with respect to
portfolio securities or (ii) with respect to
the Surviving Fund's permissible futures and
options transactions, the writing,
purchasing, ownership, holding or selling of
futures and options positions or of puts,
calls or combinations thereof with respect
to futures.
------------------------------------------------------------------------------------------------------
The Surviving Fund will not invest more than The Merging Fund is not subject to a similar
25% of its total assets in obligations non-fundamental restriction.
issued by foreign banks (other than foreign
branches of U.S. banks).
------------------------------------------------------------------------------------------------------
</TABLE>
There will be no violation of any investment restriction if that
restriction is complied with at the time the relevant action is taken
notwithstanding a later change in market value of an investment, in net or total
assets, in the securities rating of the investment, or any other later change.
PURCHASES, REDEMPTIONS AND EXCHANGES
Following the Reorganization, the procedures for purchases, redemptions
and exchanges of shares will be those of the Surviving Fund, which are generally
similar to those of the Merging Fund. The following discussion applies to
Reserves Class shares. This section is qualified in its entirety by the
discussion in the Prospectus and Statement of Additional Information of the
Surviving Fund, which are incorporated herein by reference.
SALES CHARGES
There is no sales charge to buy or sell Reserves Class shares.
-19-
12b-1 FEES
There is no Rule 12b-1 distribution plan for Reserves Class Shares of
the Surviving Fund.
BUYING SURVIVING FUND SHARES
THE FOLLOWING DISCUSSION APPLIES TO PURCHASES OF Reserves CLASS 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 Surviving Fund owns, minus
everything it owes, divided by the number of shares held by investors. The
Surviving Fund seeks to maintain a stable NAV of $1.00. The Surviving Fund uses
the amortized cost method to value its portfolio of securities. This method
provides more stability in valuations. However, it may also result in periods
during which the stated value of a security is different than the price the
Surviving Fund would receive if it sold the investment.
The NAV of each class of shares is generally calculated as of 4:30 p.m.
Eastern time each day the Surviving Fund is accepting purchase orders.
A shareholder will pay the next NAV calculated after the JPMorgan Funds
Service Center (the "Center") receives that shareholder's order in proper form.
An order is in proper form only after payment is 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 sent in proper form by the Surviving Fund's cut-off time, it will be
processed at that day's price and you will be entitled to all dividends declared
on that day. If your order is received after the cut-off time, it generally will
be processed at the next day's price. If you pay by check before the cut-off
time, your order generally will be processed the next day the Surviving Fund is
open for business. Normally, the cut-off (in Eastern time) is 4:30 p.m. A later
cut-off time may be permitted for investors buying their 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 you buy through an agent and not directly from the
Center, the agent could set earlier cut-off times. The Surviving Fund can set an
earlier cut-off time if the Public Securities Association recommends that the
U.S. Government securities market close trading early. You must provide a
Taxpayer Identification Number when you open an account.
The Surviving Fund has the right to reject any purchase order for any
reason.
Reserves Class Shares are available only to qualified investors. These
are defined as institutions, trusts, partnerships, corporations and certain
retirement plans and fiduciary accounts opened by a bank, trust company or
thrift institution which has investment authority over such accounts, as well as
individuals who meet the Surviving Fund's minimum investment requirements.
Shareholders receiving Reserves Class Shares in the Reorganization will be
permitted to purchase additional Reserves Class Shares in the future.
-20-
For Reserves Class Shares, checks should be made out to JPMorgan 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 Surviving Fund. Orders by wire will be canceled if
the Center does not receive payment by 4:30 p.m., Eastern time, on the day the
shareholder buys.
Shareholders seeking to buy Reserves Class Shares through an investment
representative should instruct their representative to contact the Surviving
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 Reserves Class Shares.
SELLING SURVIVING FUND SHARES
THE FOLLOWING DISCUSSION APPLIES TO SALES OF THE Reserves CLASS SHARES
THAT YOU MIGHT MAKE AFTER THE REORGANIZATION.
Shares of the Surviving 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 Surviving 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 the cut-off
time, the Surviving Fund will send the proceeds the next business day. An order
to sell shares will not be accepted if the Surviving Fund has not collected
payment for the shares. The Surviving 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 check, electronic transfer or wire. 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 by
electronic transfer or wire will be sent only to the bank account on the
Surviving Fund's records.
For Reserves 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 Surviving 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
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.
-21-
Shareholders may also sell their shares by contacting the Center
directly by calling 1-800-________.
A systematic withdrawal plan is available for Reserves Class Shares.
EXCHANGING SURVIVING FUND SHARES
THE FOLLOWING DISCUSSION APPLIES TO EXCHANGES OF RESERVES CLASS SHARES
THAT YOU MIGHT MAKE AFTER THE REORGANIZATION.
Reserves Class Shares of the Surviving Fund may be exchanged for shares
of the same class in certain other JPMorgan 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 the Surviving
Fund. The Surviving Fund reserves the right to limit the number of exchanges or
refuse an exchange. Each exchange privilege may also be terminated. The
Surviving Fund charges an administration fee of $5 for each exchange if an
investor makes more than 10 exchanges in a year or three in a quarter.
OTHER INFORMATION CONCERNING THE SURVIVING FUND
For Reserves Class shares, the Surviving Fund may close an account if
the balance falls below $10,000,000. The Surviving 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. At least 60 days' notice will be
given before closing the account.
Unless a shareholder indicates otherwise on his or her account
application, the Surviving Fund is authorized to act on redemption and transfer
instructions received by phone. If someone trades on an account by phone, the
Surviving 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 Surviving Fund is generally authorized to follow that person's
instructions. The Surviving Fund will take all reasonable precautions to confirm
that the instructions are genuine. Investors agree that they will not hold the
Surviving Fund liable for any loss or expenses from any sales request, if the
Surviving Fund takes reasonable precautions. The Surviving 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 Surviving Fund or contact their
investment representative or
-22-
agent. The Surviving Fund may modify or cancel the sale of shares by phone
without notice.
MFT has entered into agreements with certain shareholder servicing
agents (including Chase) under which the shareholder servicing agents will agree
to provide certain support services to their customers. For performing these
services, each shareholder servicing agent will receive an annual fee of up to
0.10% of the average daily net assets of the Reserves Class shares held by
investors serviced by the shareholder servicing agent.
JPMFAM and/or JFD may, at their own expense, make additional payments
to certain selected dealers or other shareholder servicing agents for performing
administrative services for their customers. The amount may be up to an
additional 0.10% annually of the average net assets of the Surviving Fund
attributable to shares of the Fund held by customers of those shareholder
servicing agents.
The Surviving 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.
DISTRIBUTIONS AND TAXES
The Surviving Fund can earn income and realize capital gain. The
Surviving Fund will deduct from these earnings any expenses and then pay to
shareholders the distributions.
The Surviving Fund declares dividends daily and distributes any net
investment income at least monthly. Net capital gain is distributed annually.
You have three options for your Surviving Fund distributions. You may:
- reinvest all of them in additional Fund shares without a sales
charge;
- take all distributions in cash or as a deposit in a
pre-assigned bank account.
If you don't notify us otherwise, we'll reinvest all distributions. If
your distributions are reinvested, they will be in the form of shares of the
same class. The taxation of dividends won't be affected by the form in which you
receive them.
Dividends of net investment income are usually taxable as ordinary
income at the federal, state and local levels.
If you receive distributions of net capital gain, the tax rate will be
based on how long the Surviving 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.
-23-
Early in each calendar year, the Surviving Fund will send its
shareholders a notice showing the amount of distributions received in the
preceding year and the tax status of those distributions.
The above is only a general summary of tax implications of investing in
the Surviving Fund. Shareholders should consult their tax advisors to see how
investing in the Surviving Fund will affect their own tax situation.
COMPARISON OF THE MERGING FUND'S
AND THE SURVIVING FUND'S
ORGANIZATION STRUCTURE
There are no material differences in the organizational structure of
the Merging Fund and the Surviving Fund. Set forth below are descriptions of the
structure, voting rights, shareholder liability and the liability of Trustees.
STRUCTURE OF THE MERGING FUND
The Merging Fund is organized as a series of JPMIF, which is organized
under the law of the Commonwealth of Massachusetts. As a Massachusetts business
trust, JPMIF's operations are governed by JPMIF's Declaration of Trust and
By-Laws and applicable Massachusetts law. The operations of the Merging Fund are
also subject to the provisions of the 1940 Act and the rules and regulations
thereunder.
STRUCTURE OF THE SURVIVING FUND
The Surviving 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
and applicable Massachusetts law. The operations of the Surviving 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 its trust documents, the business of the
Merging Fund is managed by JPMIF's Trustees and the business of the Surviving
Fund is managed by MFT's Trustees, who serve indefinite terms and have all
powers necessary or convenient to carry out their responsibilities.
Information concerning the current Trustees and officers of MFT and
JPMIF is set forth in the Funds' respective Statements of Additional
Information, which are incorporated herein by reference.
SHARES OF FUNDS
Each of MFT and JPMIF is a trust with an unlimited number of authorized
shares of beneficial interest which may be divided into series or classes
thereof. Each Fund is one series of a trust and may issue multiple classes of
shares. Each share of a series or
-24-
class of a trust represents an equal proportionate interest in that series or
class with each other share of that series or class. The shares of each series
or class of either MFT or JPMIF participate equally in the earnings, dividends
and assets of the particular series or class. Fractional shares have
proportionate rights to full shares. Expenses of MFT or JPMIF that are not
attributable to a specific series or class will be allocated to all the series
of that trust in a manner believed by its board to be fair and equitable.
Generally, shares of each series will be voted separately, for example, to
approve an investment advisory agreement. Likewise, shares of each class of each
series 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 for the election of Trustees. Neither MFT nor JPMIF 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 MFT or JPMIF.
SHAREHOLDER VOTING RIGHTS
A vacancy in the Board of either MFT or JPMIF 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. 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. 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 MFT or JPMIF could,
under certain circumstances, be held personally liable as partners for the
obligations of that trust. However, the Declaration of Trust of each of MFT and
JPMIF 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.
Each of MFT and JPMIF may 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 generally 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 MFT and JPMIF, 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 MFT and JPMIF, 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 any claim, action,
suit or proceeding in which such person becomes involved as a party or
-25-
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 By-Laws of each of MFT and JPMIF are available without charge upon
written request to that trust.
INFORMATION RELATING TO THE ADVISORY CONTRACTS AND OTHER
SERVICES
GENERAL INFORMATION
As noted above, the investment adviser of the Master Portfolio (and
therefore the Merging Fund's assets) is JPMIM. Pursuant to an Advisory
Agreement, the investment adviser of the Surviving Fund is JPMFAM.
DESCRIPTION OF JPMFAM
JPMFAM, a registered investment adviser, is an indirect wholly-owned
subsidiary of JPMC, incorporated under the laws of Delaware. JPMFAM's principal
executive offices are located at 522 Fifth Avenue, New York, New York 10036. As
of _______ __, 2001, JPMFAM and certain of its affiliates (including JPMIM)
provided investment management services with respect to assets of approximately
$___ billion.
Under the Advisory Agreement, JPMFAM is responsible for making
decisions with respect to, and placing orders for, all purchases and sales of
the portfolio securities of the Surviving Fund. JPMFAM's responsibilities under
the Advisory Agreement include supervising the Surviving Fund's 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 Surviving Fund's investments and complying with
regulatory reporting requirements. Under the Advisory Agreement, JPMFAM is
obligated to furnish employees, office space and facilities required for the
operation of the Surviving Fund. The services provided to the Surviving Fund by
JPMFAM are substantially similar to the services currently provided to the
Master Portfolio by JPMIM.
EXPENSES AND MANAGEMENT FEES. The Advisory Agreement provides that the
Surviving Fund will pay JPMFAM a monthly management fee based upon the net
assets of the Surviving Fund. The annual rate of this management fee is 0.10%.
The Merging Fund currently pays JPMIM 0.20% of the first $1 billion of average
daily net assets and 0.10% of average daily net assets in excess of $1 billion
with respect to its assets in the Master Portfolio. JPMFAM may waive fees from
time to time.
Under the Advisory Agreement, except as indicated above, the Surviving
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 JPMFAM or any of its
-26-
affiliates); fees payable to the Commission; 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.
SUBCONTRACTING. JPMFAM is authorized by the Advisory Agreement to
employ or associate with such other persons or entities as it believes to be
appropriate to assist it in the performance of its duties. Any such person is
required to be compensated by JPMFAM, not by the Surviving Fund, and to be
approved by the shareholders of that Fund as required by the 1940 Act.
LIMITATION ON LIABILITY. The Advisory Agreement provides that JPMFAM
will not be liable for any error of judgment or mistake of law or for any act or
omission or loss suffered by MFT or the Surviving Fund in connection with the
performance of the Advisory Agreement except a loss resulting from a breach of
fiduciary duty with respect to the receipt of compensation for services or from
willful misfeasance, bad faith, or gross negligence in the performance of its
duties or reckless disregard of its obligations and duties under the Advisory
Agreement.
DURATION AND TERMINATION. The Advisory Agreement will continue in
effect from year to year with respect to the Surviving Fund, only so long as
such continuation is approved at least annually by (i) the Board of Trustees of
MFT or the majority vote of the outstanding voting securities of the Surviving
Fund, and (ii) a majority of those Trustees who are neither parties to the
Advisory Agreement nor "interested persons," as defined in the 1940 Act, of any
such party, acting in person at a meeting called for the purpose of voting on
such approval. The Advisory Agreement will terminate automatically in the event
of its "assignment," as defined in the 1940 Act. In addition, the Advisory
Agreement is terminable at any time as to the Surviving Fund without penalty by
the MFT Board or by vote of the majority of the Surviving Fund's outstanding
voting securities upon 60 days' written notice to JPMFAM, and by JPMFAM on 60
days' written notice to MFT.
PORTFOLIO TRANSACTIONS AND BROKERAGE COMMISSIONS
JPMFAM, as the investment adviser to the Surviving Fund, has
responsibilities with respect to the Fund's portfolio transactions and brokerage
arrangements pursuant to the Fund's policies, subject to the overall authority
of the MFT Board.
Under the Advisory Agreement, JPMFAM, subject to the general
supervision of the Board, is responsible for the placement of orders for the
purchase and sale of portfolio securities for the Surviving Fund with brokers
and dealers selected by JPMFAM. These brokers and dealers may include brokers or
dealers affiliated with JPMFAM to the extent permitted by the 1940 Act and MFT's
policies and procedures applicable to the Fund. JPMFAM shall use its best
efforts to seek to execute portfolio transactions at prices which,
-27-
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, JPMFAM 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 JPMFAM, and the reasonableness of the commission, if any, both for
the specific transaction and on a continuing basis. In no event shall JPMFAM be
under any duty to obtain the lowest commission or the best net price for the
Fund on any particular transaction, nor shall JPMFAM be under any duty to
execute any order in a fashion either preferential to such Fund relative to
other accounts managed by JPMFAM 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 JPMFAM, the Fund and/or the other accounts over which
JPMFAM exercises investment discretion. JPMFAM is authorized to pay a broker or
dealer who provides such brokerage and research services a commission for
executing a portfolio transaction for the Fund which is in excess of the amount
of commission another broker or dealer would have charged for effecting that
transaction if JPMFAM 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 JPMFAM with respect to accounts
over which it exercises investment discretion. JPMFAM shall report to the Board
regarding overall commissions paid by the Fund and their reasonableness in
relation to the benefits to such Fund.
In executing portfolio transactions for the Fund, JPMFAM 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 JPMFAM'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 MFT's registration statement, as the case may be, and
the Fund's Prospectus and Statement of Additional Information. In such event,
JPMFAM will allocate the securities so purchased or sold, and the expenses
incurred in the transaction, in an equitable manner, consistent with its
fiduciary obligations to such Fund and such other clients.
It is possible that certain of the brokerage and research services
received will primarily benefit one or more other investment companies or other
accounts for which JPMFAM exercises investment discretion. Conversely, MFT or
any of its portfolios 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.
OTHER SERVICES
The Distributor is a wholly owned, indirect subsidiary of BISYS Fund
Services, Inc., which currently serves as the distributor for both the Surviving
Fund and the Merging
-28-
Fund. BISYS Fund Services, Inc. is the sub-administrator for both the Surviving
Fund and the Merging Fund. The Distributor is unaffiliated with JPMC or any of
its subsidiaries.
Chase serves as administrator, shareholder servicing agent, fund
accountant and custodian, and DST serves as transfer agent and dividend
disbursing agent, for the Surviving 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 the
Surviving Fund. It is anticipated that prior to the consummation of the
Reorganization, BONY will become the Surviving Fund's fund accountant and
custodian.
As administrator, Chase receives a fee of 0.10% of average daily net
assets. It is anticipated that, in connection with the Reorganization, the
administration fee will be amended to reduce the fee to 0.05% for complex wide
money market Fund assets in excess of $100 billion.
PROPOSAL 2:
ELECTION OF TRUSTEES
--------------------
It is proposed that shareholders of the Merging Fund consider the
election of the individuals listed below (the "Nominees") to the Board of
Trustees of JPMIF, which is currently organized as a Massachusetts business
trust. Even if the Reorganization described in Proposal 1 is approved, other
mutual funds that are series of JPMIF will continue to exist and operate. All
shareholders of any series of JPMIF as of the record date (April 6, 2001) are
required to be given a vote on the proposal regarding Trustees. Because as of
the record date you are still a shareholder in JPMIF, you are entitled to vote
on this proposal. Shareholders of MFT are being asked to approve the same
Trustees as are being proposed for JPMIF.
In connection with the merger of J.P. Morgan & Co. Incorporated and The
Chase Manhattan Corporation, it has been proposed, subject to shareholder
approval, that the Boards of Trustees of the investment companies managed by
JPMFAM, JPMIM and their affiliates be rationalized in order to obtain additional
operating efficiencies by having the same Board of Trustees for all of the
funds. Therefore, the Nominees include certain current Trustees of MFT and
certain current Trustees of JPMIF (including certain members of JPMIF's Advisory
Board). Each Nominee has consented to being named in this Proxy Statement and
has agreed to serve as a Trustee if elected.
Shareholders of MFT are concurrently considering the election of the
same individuals to the Board of Trustees of MFT. Biographical information about
the Nominees and other relevant information is set forth below. More information
regarding the current Trustees of MFT and JPMIF is contained in the Funds'
Statements of Additional Information, which are incorporated herein by
reference.
The persons named in the accompanying form of proxy intend to vote each
such proxy "FOR" the election of the Nominees, unless shareholders specifically
indicate on
-29-
their proxies the desire to withhold authority to vote for elections to office.
It is not contemplated that any Nominee will be unable to serve as a Board
member for any reason, but if that should occur prior to the Meeting, the proxy
holders reserve the right to substitute another person or persons of their
choice as nominee or nominees.
THE JPMIF BOARD HAS UNANIMOUSLY RECOMMENDED THAT SHAREHOLDERS VOTE "FOR" EACH OF
THE NOMINEES LISTED BELOW.
VOTE REQUIRED
The election of each of the Nominees listed below requires the
affirmative vote of a majority of all the votes entitled to be cast at the
Meeting by all shareholders of JPMIF.
The following are the nominees:
-------------------------------------------------------------
The Board of Trustees of JPMIF met 4 times during the fiscal years
ended October 31, 2000, and each of the Trustees attended at least 75% of the
meetings.
The Board of Trustees of JPMIF presently has an Audit Committee. The
members of the Audit Committee are Messrs. Addy (Chairman), Eschenlauer, Burns,
Mallardi and Healey. The function of the Audit Committee is to recommend
independent auditors and monitor accounting and financial matters. The Audit
Committee met four times during the fiscal year ended October 31, 2000.
A majority of the disinterested Trustees have adopted written
procedures reasonably appropriate to deal with potential conflicts of interest
arising from the fact that the same individuals are Trustees of JPMIF, the
Master Portfolio and certain other investment companies in the Fund Complex, up
to and including creating a separate board of trustees.
*Interested Trustee, as defined by the 1940 Act.
REMUNERATION OF TRUSTEES AND CERTAIN EXECUTIVE OFFICERS
Each Trustee is currently paid an annual fee of $75,000 for serving as
Trustee of the investment companies in the Fund Complex and is reimbursed for
expenses incurred in connection with service as a Trustee. The Trustees may hold
various other directorships unrelated to these funds. Each Trustee receives an
annual fee of $75,000, which is allocated among all investment companies for
which the Trustee serves.
Trustee compensation expenses paid for the calendar year ended December
31, 2000 are set forth below.
-30-
<TABLE>
<CAPTION>
Aggregate Trustee
Compensation Paid by the Total Trustee Compensation Accrued
Name of Trustee Trust During 2000 by Fund Complex(1) During 2000(2)
------------------------------------------ ---------------------------- ----------------------------------
<S> <C> <C>
Frederick S. Addy, Trustee $ 23,538 $ 75,000
William G. Burns, Trustee $ 23,538 $ 75,000
Arthur C. Eschenlauer, Trustee $ 23,538 $ 75,000
Matthew Healey, Trustee(3)
Chairman and Chief Executive Officer $ 23,538 $ 75,000
Michael P. Mallardi, Trustee $ 23,538 $ 75,000
</TABLE>
---------------------
1. A Fund Complex means two or more investment companies that hold
themselves out to investors as related companies for purposes of
investment and investment services, or have a common investment adviser
or have an investment adviser that is an affiliated person of the
investment adviser of any of the other investment companies.
2. No investment company within the Fund Complex has a pension or
retirement plan.
3. During 2000, Pierpont Group, Inc. paid Mr. Healey, in his role as
Chairman of Pierpont Group, Inc., compensation in the amount of
$200,000, contributed $25,500 to a defined contribution plan on his
behalf and paid $18,400 in insurance premiums for his benefit.
The Trustees decide upon general policies and are responsible for
overseeing JPMIF's business affairs. Each of JPMIF and the Master Portfolio has
entered into a Fund Services Agreement with Pierpont Group, Inc. to assist the
Trustees in exercising their overall supervisory responsibilities. Pierpont
Group, Inc. was organized in July 1989 to provide services for the J.P. Morgan
Family of Funds (formerly "The Pierpont Family of Funds"), and the Trustees are
the equal and sole shareholders of Pierpont Group, Inc. JPMIF has agreed to pay
Pierpont Group, Inc. a fee in an amount representing its reasonable costs in
performing these services. These costs are periodically reviewed by the
Trustees. The principal offices of Pierpont Group, Inc. are located at 461 Fifth
Avenue, New York, New York 10017. It is anticipated that the Merging Fund will
terminate its agreement with Pierpont Group, Inc. in connection with the
Reorganization.
The aggregate fees paid to Pierpont Group, Inc. by the Merging Fund and
the Master Portfolio during the indicated fiscal periods are set forth below:
MERGING FUND -- For the period June 1, 1999 (commencement of operations) through
October 31, 1999 and 2000: $551 and $3,493.
MASTER PORTFOLIO -- For the fiscal years ended October 31, 1998, 1999 and 2000:
$15,548, $17,351 and $16,550.
-31-
ADVISORY BOARD
The Trustees determined as of January 26, 2000 to establish an advisory
board and appoint four members ("Members of the Advisory Board") thereto. Each
member serves at the pleasure of the Trustees. The Advisory Board is distinct
from the Trustees and provides advice to the Trustees as to investment,
management and operations of JPMIF; but has no power to vote upon any matter put
to a vote of the Trustees. The Advisory Board and the members thereof also serve
each of the other trusts in the Fund Complex. The creation of the Advisory Board
and the appointment of the members thereof was designed so that the Board of
Trustees will continuously consist of persons able to assume the duties of
Trustees and be fully familiar with the business and affairs of JPMIF, in
anticipation of the current Trustees reaching the mandatory retirement age of
seventy. Each Member of the Advisory Board is paid an annual fee of $75,000 for
serving in this capacity for the Fund Complex and is reimbursed for expenses
incurred in connection for such service. The Members of the Advisory Board may
hold various other directorships unrelated to these funds. The mailing address
of the Members of the Advisory Board is c/o Pierpont Group, Inc., 461 Fifth
Avenue, New York, New York 10017. Their names, principal occupations during the
past five years and dates of birth are set forth below:
Ann Maynard Gray -- Former President, Diversified Publishing Group
and Vice President, Capital Cities/ABC, Inc. Her date of birth is August 22,
1945.
John R. Laird -- Retired; Former Chief Executive Officer, Shearson
Lehman Brothers and The Boston Company. His date of birth is June 21, 1942.
Gerard P. Lynch -- Retired; Former Managing Director, Morgan Stanley
Group and President and Chief Operating Officer, Morgan Stanley Services, Inc.
His date of birth is October 5, 1936.
James J. Schonbachler -- Retired; Prior to September, 1998, Managing
Director, Bankers Trust Company and Chief Executive Officer and Director,
Bankers Trust A.G., Zurich and BT Brokerage Corp. His date of birth is January
26, 1943.
PRINCIPAL EXECUTIVE OFFICERS:
JPMIF's and the Master Portfolio's principal executive officers (listed
below), other than the Chief Executive Officer and the officers who are
employees of JPMIM, are provided and compensated by Funds Distributors, Inc., a
wholly owned indirect subsidiary of Boston Institutional Group, Inc. The
officers conduct and supervise the business operations of JPMIF and the Master
Portfolio. JPMIF and the Master Portfolio have no employees.
The business address of each of the officers unless otherwise noted is
Funds Distributor, Inc., 60 State Street, Suite 1300, Boston, Massachusetts
02109. The principal executive officers of JPMIF are as follows:
<TABLE>
<CAPTION>
NAME AND POSITION AGE PRINCIPAL OCCUPATION AND OTHER INFORMATION
------------------------------------- ----------- --------------------------------------------------------
<S> <C> <C>
Matthew Healey 63 Chief Executive Officer; Chairman, Pierpont Group,
-32-
since prior to 1993. His address is Pine Tree Country
Club Estates, 10286 Saint Andrews Road, Boynton Beach,
Florida 33436.
Margaret W. Chambers 41 Vice President and Secretary. Senior Vice President
and General Counsel of the Distributor since April
1998. From August 1996 to March 1998, Ms. Chambers was
Vice President and Assistant General Counsel for
Loomis, Sayles & Company, L.P. From January 1986 to
July 1996, she was an associate with the law firm of
Ropes & Gray.
George A. Rio 46 President and Treasurer. Executive Vice President and
Client Service Director of the Distributor since April
1998. From June 1995 to March 1998, Mr. Rio was Senior
Vice President and Senior Key Account Manager for
Putnam Mutual Funds. From May 1994 to June 1995, Mr.
Rio was Director of Business Development for First Data
Corporation.
</TABLE>
ACCOUNTANTS
PricewaterhouseCoopers LLP serves as the Merging Fund's, the Master
Portfolio's and the Surviving Fund's independent accountants, auditing and
reporting on the annual financial statements and reviewing certain regulatory
reports and federal income tax returns. PricewaterhouseCoopers LLP also performs
other professional accounting, auditing, tax and advisory services when MFT or
JPMIF engages it to do so.
AUDIT FEES. The aggregate fees paid to PricewaterhouseCoopers LLP in
connection with the annual audit of the Merging Fund and the Master Portfolio
for the last fiscal year ended October 31, 2000 was $32,500.
FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES. The
aggregate fees billed for financial information systems and design
implementation and design implementation services rendered by
PricewaterhouseCoopers LLP to the Merging Fund, JPMIM and JPMIM's affiliates
that provide services to the Fund for the calendar year ended December 31, 2000
was $0.
ALL OTHER FEES. The aggregate fees billed for all other non-audit
services, including fees for tax-related services, rendered by
PricewaterhouseCoopers LLP to the Merging Fund, JPMIM and JPMIM's affiliates
that provide services to the Fund for the calendar year ended December 31, 2000
was $11,029,150.
The Audit Committee considered whether that the provision of
non-audit services is compatible with maintaining the independence of
PricewaterhouseCoopers LLP.
-33-
INFORMATION RELATING TO VOTING MATTERS
GENERAL INFORMATION
This Combined Prospectus/Proxy Statement is being furnished in
connection with the solicitation of proxies by the JPMIF Board for use at the
Meeting. It is expected that the solicitation of proxies will be primarily by
mail. JPMIF's officers and service providers may also solicit proxies by
telephone, facsimile machine, telegraph, the Internet or personal interview. In
addition JPMIF 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 JPMIF to forward
solicitation materials to their principals to obtain authorizations for the
execution of proxies. Any Merging Fund Shareholder giving a proxy may revoke it
at any time before it is exercised by submitting to JPMIF a written notice of
revocation or a subsequently executed proxy or by attending the Meeting and
electing to vote in person.
Only the Merging Fund Shareholders of record at the close of business
on April 6, 2001 will be entitled to vote at the Meeting. On that date, there
were outstanding and entitled to be voted _____________ Merging 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 one-third
of the outstanding Merging 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 Merging Fund Shareholders determine to adjourn
the Meeting for any other reason, the Merging 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 the Merging Fund Shareholders holding a majority of the
Merging 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 Merging 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 Merging 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 Merging Fund Shares represented by each properly signed proxy
received prior to the Meeting will be voted at the Meeting. If a Merging 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 Merging Fund Shareholder returns its proxy but no direction
is made on the proxy, the proxy will be voted FOR each Proposal
-34-
described in this Combined Prospectus/Proxy Statement. The Merging Fund
Shareholders voting to ABSTAIN on the Proposals will be treated as present for
purposes of achieving a quorum and in determining the votes cast on the
Proposals, but not as having voted FOR the Proposals. A properly signed proxy on
which a broker has indicated that it has no authority to vote on the Proposals
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 Proposals.
A proxy granted by any Merging Fund Shareholder may be revoked by such
Merging Fund Shareholder at any time prior to its use by written notice to
JPMIF, 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
JPMC, and not the Merging Fund or the Surviving 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 JPMIF by personal interview, by telephone or by telegraph without
additional remuneration thereof. Professional solicitors may also be retained.
ABSTENTIONS AND BROKER NON-VOTES
In tallying the Merging 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.
INTERESTED PARTIES
On the record date, the Trustees and officers of JPMIF as a group owned
less than 1% of the outstanding shares of the Merging Fund. On the record date,
the name, address and percentage ownership of the persons who owned beneficially
more than 5% of the shares of the Merging Fund or any class thereof and the
percentage of any class or series of shares of the Surviving Fund or any class
thereof that would be owned by such persons upon consummation of the
Reorganization and the Concurrent Reorganization based upon their holdings at
_______, 2001 are as follows:
-35-
Percentage of Percentage of
Amount of Merging Fund Surviving Fund
Shares Owned on Owned Upon
Name and Address Owned Record Date Consummation
------------------------ -------------- ---------------- -----------------
On the record date, the Trustees and officers of MFT as a group owned
less than 1% of the outstanding shares of the Surviving Fund. On the record
date, the name, address and percentage ownership of the persons who owned
beneficially more than 5% of the class or series of shares of the Surviving Fund
or any class thereof and the percentage of shares of the Surviving Fund or any
class thereof that would be owned by such persons upon consummation of the
Reorganization and the Concurrent Reorganization based upon their holdings at
_______, 2001 are as follows:
Percentage of
Amount of Surviving Fund Percentage of Surviving
Shares Owned on Record Fund Owned Upon
Name and Address Owned Date Consummation
-------------------- ------------ ---------------- ------------------------
ADDITIONAL INFORMATION ABOUT MFT
Information about the Surviving Fund is included in its Prospectus,
which is incorporated by reference and enclosed herein. Additional information
about the Surviving Fund is also included in MFT's Statement of Additional
Information, which has been filed with the Commission and which is incorporated
herein by reference. Copies of the Statement of Additional information may be
obtained without charge by calling 1-800-348-4782. MFT is subject to the
requirements of the 1940 Act and, in accordance with such requirements, files
reports and other information with the Commission. These materials can be
inspected and copied at the Public Reference Facilities maintained by the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, and at the
Commission'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 Commission's web site at http://www.sec.gov.
ADDITIONAL INFORMATION ABOUT JPMIF
Information about the Merging Fund is included in its Prospectus, which
is incorporated by reference herein. Additional information about the Merging
Fund is also
-36-
included in JPMIF's Statement of Additional Information which has been filed
with the Commission and which is incorporated herein by reference. Copies of the
Statement of Additional information may be obtained without charge by calling
1-800-766-7722. JPMIF is subject to the requirements of the 1940 Act and, in
accordance with such requirements, files reports and other information with the
Commission. These materials can be inspected and copied at the Public Reference
Facilities maintained by the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549, and at the Commission'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 Commission's web site at http://www.sec.gov.
FINANCIAL STATEMENTS AND EXPERTS
The audited financial highlights, financial statements and notes
thereto of the Merging Fund for the fiscal year ended October 31, 2000, the
audited financial statements, notes thereto and supplementary data of the Master
Portfolio for the fiscal year ended October 31, 2000 and the audited financial
highlights, financial statements and notes thereto of the Surviving 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 highlights, financial
statements, notes thereto and supplementary data, as applicable, for the Merging
Fund, the Master Portfolio and the Surviving 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.
The unaudited financial highlights, financial statements and notes
thereto of the Surviving Fund for the fiscal period ended February 28, 2001, are
incorporated by reference herein and into the Statement of Additional
Information related to this Combined Prospectus/Proxy Statement.
OTHER BUSINESS
The JPMIF 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 JPMIF 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 MFT nor JPMIF is involved in any litigation that would have any
material adverse effect upon either the Merging Fund or the Surviving Fund.
-37-
SHAREHOLDER INQUIRIES
Shareholder inquiries may be addressed to JPMIF in writing at the
address on the cover page of this Combined Prospectus/Proxy Statement or by
telephoning 1-800-766-7722.
* * *
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.
-38-
APPENDIX A
AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Plan") made this
____ day of ______, 2001 by and among J.P. Morgan Institutional Funds (the
"Transferor Trust"), a Massachusetts business trust, on behalf of the
JPMorgan Treasury Money Market Reserves Fund (the "Transferor Portfolio"),
Mutual Fund Trust (the "Acquiring Trust"), a Massachusetts business trust, on
behalf of JPMorgan Treasury Plus Money Market Fund (formerly, Chase Vista
Treasury Plus Money Market Fund) (the "Acquiring Portfolio") and J.P. Morgan
Chase & Co.
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 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 AND TERMINATION 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 Reserves Class share class in exchange
A-1
for shares of the Transferor Portfolio, with the amounts of shares of each share
class to be determined by the parties. Any shares of beneficial interest (if
any) 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
Bank of New York (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 the
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.
(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 termination 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 August 11, 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
A-2
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 Reserves Class shares of the Acquiring Portfolio 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 shares shall be determined by an exchange ratio computed by dividing
the net value of the Transferor Portfolio's assets attributable to its shares by
the net asset value per share of the Reserves 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 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
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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 which as of February 28, 2001 there were outstanding no
shares of the Reserve Class Shares in 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"). The financial statements of the Acquiring Trust with respect to the
Acquiring Portfolio for the fiscal period ended February 28, 2001 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 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.
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(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 February 28, 2001 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 February 28, 2001, there has been
no material adverse change in the financial condition, results of operations,
business, properties or assets of the Acquiring Portfolio, other than those
occurring in the ordinary course of business (for these purposes, a decline in
net asset value and a decline in net assets due to redemptions do not constitute
a material adverse change).
(j) LITIGATION. There are no claims, actions, suits or proceedings
pending or, to the knowledge of the 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 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. The Acquiring Portfolio has elected to qualify and
has qualified as a "regulated investment company" under Subchapter M of the Code
as of and since its first taxable year and intends to continue to so qualify.
(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.
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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 which as of February 28, 2001 there were outstanding
524,371 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 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.
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(e) FINANCIAL STATEMENTS. The financial statements for the Transferor
Trust with respect to the Transferor Portfolio and for The Treasury Money Market
Portfolio for the fiscal year ended October 31, 2000 which have been audited by
PricewaterhouseCoopers LLP fairly present the financial position of the
Transferor Portfolio and The Treasury Money Market 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 October 31, 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 October 31, 2000, 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'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 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.
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(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 the Transferor Portfolio,
have been filed 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. The Transferor Portfolio has elected to
qualify as a "regulated investment company" under Subchapter M of the Code, as
of and since its first taxable year, and shall continue to so qualify until the
Effective Time of the Reorganization.
(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.
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.
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(c) OPERATIONS IN THE ORDINARY COURSE. Except as otherwise contemplated
by this Plan, the Acquiring Trust shall conduct the business of the Acquiring
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 Transferor Trust's books maintained on behalf
of the Transferor Portfolio. At least five (5) business days prior to the
Exchange Date, the Transferor Portfolio will provide the Acquiring 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 Acquiring 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 Transferor Trust will prepare and deliver immediately prior to the
Effective Time of the Reorganization, a Statement of Assets and Liabilities of
the Transferor Portfolio, prepared in accordance with GAAP (each, a "Schedule").
All securities to be listed in the Schedule for the Transferor Portfolio as of
the Effective Time of the Reorganization will be owned by the Transferor
Portfolio free and clear of any liens, claims, charges, options and
encumbrances, except as indicated in such Schedule, and, except as so indicated,
none of such securities is or, after the Reorganization as contemplated hereby,
will be subject to any restrictions, legal or contractual, on the disposition
thereof (including restrictions as to the public offering or sale thereof under
the Securities Act) and, except as so indicated, all such securities are or will
be readily marketable.
(c) REGISTRATION STATEMENT. In connection with the preparation of the
Registration Statement, the Transferor 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
A-9
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 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. 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
A-10
adverse change (as described in Section 2(i)) in the financial condition,
results of operations, business, properties or assets 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 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 such holder immediately prior to the
Reorganization; (provided the shares of the Transferor Portfolio were held as a
capital asset on the date of 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.
(e) CONCURRENT REORGANIZATION. The reorganization of each of J.P.
Morgan Institutional Service Treasury Money Market Fund and J.P. Morgan
Institutional Treasury Money Market Fund, each a series of the Transferor Trust,
into the Acquiring Portfolio shall have been consummated.
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:
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(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 October 31,
2000.
(c) PORTFOLIO SECURITIES. All securities to be acquired by the
Acquiring Portfolio in the Reorganization shall have been approved for
acquisition by J.P. Morgan Fleming Asset Management (USA) Inc. ("JPMFAM"), 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 (determined without regard to the deduction 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.
(g) CONCURRENT REORGANIZATION. The reorganization of each of J.P.
Morgan Institutional Service Treasury Money Market Fund and J.P. Morgan
Institutional Treasury Money Market Fund, each a series of the Transferor Trust,
into the Acquiring Portfolio shall have been consummated.
8. AMENDMENTS; TERMINATIONS; NO SURVIVAL OF COVENANTS, WARRANTIES AND
REPRESENTATIONS
(a) AMENDMENTS. The parties hereto may, by agreement in writing
authorized by their respective Boards 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.
A-12
(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
Reorganization by notice to the Acquiring Trust and JPMFAM 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. In
addition, 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 J.P.
Morgan Investment Management Inc. ("JPMIM") 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.
(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 JPMIM 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. In
addition, 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 JPMIM 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.
(e) 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
The expenses of the Reorganization will be borne by J.P. Morgan Chase &
Co. ("JPMC") 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. In
addition, JPMC or an affiliate will waive fees payable to it or reimburse
expenses to the extent necessary such that the actual (post-waiver) total
expense ratios of the Acquiring Portfolio are not higher than those of the
Transferor Portfolio as set forth in the Transferor Trust's registration
statement relating to the Transferor Portfolio for a period of three years after
the Exchange Date.
A-13
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 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: Sarah E. Cogan, Esq.
if to the Transferor Trust(for itself or on behalf of the Transferor Portfolio):
60 State Street
Suite 1300
Boston, Massachusetts 02109
with a copy to:
Sullivan & Cromwell
125 Broad Street
New York, New York 10004
Attention: John E. Baumgardner, Jr., 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.
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.
A-14
(c) This Plan shall be governed by and construed in accordance with the
laws of the State of New York.
(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 "J.P. Morgan Institutional Funds" is the designation of
its Trustees under a Declaration of Trust dated November 4, 1992, 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 none of the Transferor Trustees, officers, agents or
shareholders assumes 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 February 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 none
of the Acquiring Trustees, officers, agents or shareholders assumes 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-15
IN WITNESS WHEREOF, the undersigned have executed this Plan as of the
date first above written.
J.P. MORGAN INSTITUTIONAL FUNDS
on behalf of J.P. Morgan Treasury Money Market Reserves Fund
By:
--------------------------------------------------
Name:
Title:
MUTUAL FUND TRUST
on behalf of JPMorgan Treasury Plus Money Market Fund
By:
--------------------------------------------------
Name:
Title:
Agreed and acknowledged with respect to Section 9:
J.P. MORGAN CHASE & CO.
By:
--------------------------------------------------
Name:
Title:
A-16
STATEMENT OF ADDITIONAL INFORMATION
(SPECIAL MEETING OF SHAREHOLDERS OF
J.P. MORGAN TREASURY MONEY MARKET RESERVES FUND,
A SERIES OF J.P. MORGAN INSTITUTIONAL FUNDS)
This Statement of Additional Information is not a prospectus but should
be read in conjunction with the Combined Prospectus/Proxy Statement dated May
12, 2001 for the Special Meeting of Shareholders of J.P. Morgan Treasury Money
Market Reserves Fund (the "Merging Fund"), a series of J.P. Morgan Institutional
Funds ("JPMIF"), to be held on July 3, 2001. Copies of the Combined
Prospectus/Proxy Statement may be obtained at no charge by calling the Merging
Fund at 1-800-766-7722.
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 the Surviving Fund and the Merging Fund is
contained in each of MFT's and JPMIF's Statements of Additional Information,
which are incorporated herein by reference.
The date of this Statement of Additional Information is May 12, 2001.
1
GENERAL INFORMATION
The Shareholders of the Merging Fund are being asked to consider and
vote on two proposals.
With respect to an Agreement and Plan of Reorganization (the
"Reorganization Plan") dated as of __________, 2001 by and among JPMIF, on
behalf of the Merging Fund, MFT, on behalf of the Surviving Fund, and JPMC, and
the transactions contemplated thereby, the Reorganization Plan contemplates the
transfer of all of the assets and liabilities of the Merging Fund to the
Surviving Fund in exchange for shares issued by MFT in the Surviving Fund that
will have an aggregate net asset value equal to the aggregate net asset value of
the shares of the Merging Fund that are outstanding immediately before the
Effective Time of the Reorganization.
Following the exchange, the Merging Fund will make a liquidating
distribution of the Surviving Fund shares to its Shareholders, so that a holder
of shares in the Merging Fund will receive Reserves Class shares of the
Surviving of equal value, plus the right to receive any unpaid dividends and
distributions that were declared before the Effective Time of the
Reorganization.
At the Meeting, shareholders will also be asked to consider and vote
upon the election of Trustees of JPMIF.
A Special Meeting of Shareholders of the Merging Fund to consider the
proposals and the related transaction will be held at the offices of J.P. Morgan
Chase & Co., 1211 Avenue of the Americas, 41st Floor, New York, New York, on
July 3, 2001 at 9:00 a.m., Eastern time. For further information about the
transaction, see the Combined Prospectus/Proxy Statement.
2
FINANCIAL STATEMENTS
The audited financial highlights, financial statements and notes
thereto of the Merging Fund and the Surviving Fund contained in their Annual
Reports dated October 31, 2000 and August 31, 2000, respectively, are
incorporated by reference into this Statement of Additional Information related
to this Combined Prospectus/Proxy Statement. The audited financial statements,
notes thereto and supplementary data of the Master Portfolio contained in its
Annual Report dated October 31, 2000 are incorporated by reference into this
Statement of Additional Information related to this Combined Prospectus/Proxy
Statement. The financial highlights, financial statements, notes thereto and
supplementary data, as applicable, which appear in each of the Merging Fund's,
the Master Portfolio's and the Surviving Fund's Annual Report have been audited
by PricewaterhouseCoopers LLP, whose reports thereon also appear in such Annual
Reports and are also incorporated herein by reference. The financial highlights,
financial statements, notes thereto and supplementary data, as applicable, for
the Merging Fund and the Master Portfolio for the fiscal year ended October 31,
2000 and for the Surviving 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.
The unaudited financial highlights, financial statements and notes
thereto of the Surviving Fund for the fiscal period ended February 28, 2001, are
incorporated by reference herein and into the Statement of Additional
Information related to this Combined Prospectus/Proxy Statement.
3
JPMORGAN TREASURY MONEY MARKET PORTFOLIO /
JPMORGAN TREASURY PLUS MONEY MARKET FUND
PROFORMA COMBINED PORTFOLIO OF INVESTMENTS
FOR THE YEAR ENDED FEBRUARY 28, 2001
(AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
PRINCIPAL AMOUNT
-----------------------------------------------------------------------
PRO FORMA
JPMORGAN JPMORGAN COMBINED
TREASURY TREASURY JPMORGAN TREASURY
PLUS MONEY MONEY MARKET PRO FORMA PLUS MONEY
MARKET FUND PORTFOLIO ADJUSTMENT MARKET FUND
-----------------------------------------------------------------------
<S> <C> <C> <C> <C>
- 100,000 - 100,000
200,000 200,000
100,000 100,000
100,000 100,000
100,000 100,000
200,000 200,000
100,000 100,000
100,000 100,000
100,000 100,000
250,000 250,000
25,000 25,000
40,000 40,000
35,000 35,000
1,250,000 200,000 1,450,000
250,000 250,000
215,000 215,000
144,886 144,886
240,000 240,000
57,834 57,834
175,000 175,000
200,000 200,000
240,000 240,000
250,000 250,000
250,000 250,000
255,000 255,000
400,000 400,000
245,000 245,000
1,582,834 1,339,886 2,922,720
---------------------------------------------------------------------------
2,832,834 1,539,886 - 4,372,720
---------------------------------------------------------------------------
---------------------------------------------------------------------------
---------------------------------------------------------------------------
---------------------------------------------------------------------------
---------------------------------------------------------------------------
<CAPTION>
MARKET VALUE
--------------------------------------------------------------------
PRO FORMA
JPMORGAN JPMORGAN COMBINED
TREASURY TREASURY JPMORGAN TREASURY
PLUS MONEY MONEY MARKET PRO FORMA PLUS MONEY
MARKET FUND PORTFOLIO ADJUSTMENT MARKET FUND
--------------------------------------------------------------------
--------------------------------
MONEY MARKET INSTRUMENTS 100.35%
--------------------------------
<S> <C> <C> <C> <C> <C>
U.S. Treasury Securities 33.13%
U.S Treasury Bills,
4.83%, 04/26/01 $ - $ 99,224 $ 99,224
4.94%, 03/29/01 199,236 199,236
4.95%, 04/05/01 99,522 99,522
4.95%, 04/19/01 99,327 99,327
4.97%, 05/03/01 99,138 99,138
4.98%, 05/17/01 197,895 197,895
4.99%, 04/19/01 99,328 99,328
4.99%, 05/10/01 99,041 99,041
5.08%, 04/12/01 99,413 99,413
5.11%, 04/12/01 248,532 248,532
U.S. Treasury Notes, -
4.88%, 3/31/01 24,965 24,965
5.63%, 5/15/01 39,934 39,934
6.63%, 7/31/01 35,143 35,143
-----------------------------------------------------------------
-
TOTAL U.S. TREASURY SECURITIES 1,241,432 199,266 1,440,698
REPURCHASE AGREEMENTS 67.22%
Bear Stearns, 5.38%, due 03/01/01 (Dated
02/28/01, Proceeds $250,037, Secured by
USTR, $208,360, various rates, due 08/15/02
through 02/15/25, Market Value $255,859) 250,000 250,000
Credit Suisse First Boston, Tri Party,
5.38%, due 03/01/01 (Dated 2/28/01, Proceeds
$215,032, Secured by USTR, $218,063, various
rates, due 04/30/01 through 05/15/08; Market
Value $219,513) 215,000 215,000
Deutsche Morgan Grenfel, Tri Party, 5.34%,
due 03/01/01, (Dated 2/28/01, Proceeds
$144,907, Secured by USTR, $205,950, various
rates, due 06/30/01 through 08/15/25; Market
Value $146,930) 144,886 144,886
Goldman Sachs & Co., Tri Party, 5.35%, due
03/01/01 (Dated 2/28/01, Proceeds $240,036,
Secured by USTR, $213,091, various rates,
due 11/15/07 through 05/15/20; Market Value
$241,153) 240,000 240,000
Goldman Sachs & Co., 5.10%, due 03/01/01
Dated 02/28/01, Proceeds $57,842, Secured by
USTR, $50,311, various rates, due 05/15/06
through 02/15/29, Market Value $58,991) 57,834 57,834
Goldman Sachs & Co., 5.20%, due 03/01/01
(Dated 02/28/01, Proceeds $175,025, Secured
by USTR, $152,235, various rates, due
05/15/06 through 02/15/29, Market Value
$178,500) 175,000 175,000
Goldman Sachs & Co., 5.35%, due 03/01/01
(Dated 02/28/01, Proceeds $200,030, Secured
by USTR, $173,983, various rates, due
05/15/06 through 02/15/29, Market Value
$204,000) 200,000 200,000
Greenwich Capital Markets, Inc., Tri Party,
5.37%, due 03/01/01 (Dated 2/28/01, Proceeds
$240,036, Secured by USTR, $231,671, various
rates, due 06/30/01 through 07/15/02; Market
Value $243,095) 240,000 240,000
Greenwich Capital Markets, Inc., 5.37%, due
03/01/01 (Dated 02/28/01, Proceeds $250,037,
Secured by USTR,$211,607, various rates, due
11/15/01 through 08/15/29, Market Value
$254,660) 250,000 250,000
Greenwich Capital Markets, Inc., 5.45%, due
03/06/01 (Dated 02/28/01, Proceeds $250,227,
Secured by U.S. Government Agency
Obligations, $316,639, various rates, due
02/15/07 through 02/15/31, Market Value
$255,003) 250,000 250,000
Merrill Lynch & Co., Inc., Tri Party, 5.37%,
due 03/01/01, (Dated 2/28/01, Proceeds
$255,038, Secured by USTR, $268,503, various
rates, due 05/15/01 through 11/15/20; Market
Value $259,517) 255,000 255,000
Merrill Lynch & Co., Inc., 5.37%, due
03/01/01 (Dated 02/28/01, Proceeds $400,060,
Secured by USTR, $339,469, various rates,
due 06/30/01 through 05/15/30, Market Value
$406,655) 400,000 400,000
Westdeutsche Landesbank, Tri Party, 5.38%,
due 03/01/01, (Dated 2/28/01, Proceeds
$245,037, Secured by USTR, $215,680, various
rates, due 08/15/03 through 08/15/29; Market
Value $247,765) 245,000 245,000
TOTAL REPURCHASE AGREEMENTS 1,582,834 1,339,886 2,922,720
-----------------------------------------------------------------------------------------------------------------------
TOTAL INVESTMENTS 100.35% $ 2,824,266 $ 1,539,152 $ - $ 4,363,418
-----------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------
TOTAL COST $ 2,824,266 $ 1,539,152 $ - $ 4,363,418
-----------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------
TOTAL NET ASSETS $ 2,813,515 $ 1,540,440 $ - $ 4,348,079
-----------------------------------------------------------------------------------------------------------------------
</TABLE>
USTR - United States Treasury Notes, Bonds and Bills
See Notes to Pro Forma Financial Statements.
4
J.P. MORGAN INSTITUTIONAL SERVICE TREASURY MONEY MARKET FUND /
J.P. MORGAN INSTITUTIONAL TREASURY MONEY MARKET FUND /
J.P. MORGAN TREASURY MONEY MARKET RESERVES FUND /
THE TREASURY MONEY MARKET PORTFOLIO /
JPMORGAN TREASURY PLUS MONEY MARKET FUND
PRO FORMA COMBINING STATEMENT OF ASSETS AND LIABILITIES
AS OF FEBRUARY 28, 2001 (UNAUDITED)
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
J.P. J.P. MORGAN J.P. MORGAN
MORGAN INSTITUTIONAL TREASURY MONEY
INSTITUTIONAL SERVICE TREASURY MARKET RESERVES
TREASURY MONEY MARKET FUND
MONEY MARKET FUND
FUND
<S> <C> <C> <C>
ASSETS:
Investment securities, at Value $538,786 $474,954 $526,700
Deferred organization expenses 3 3 -
Other assets - 1 1
Receivables:
Interest - - -
Expense reimbursement 86 71 90
----------- ----------- -----------
Total Assets 538,875 $475,029 526,791
----------- ----------- -----------
LIABILITIES:
Payables:
Dividends 1,659 1,785 2,109
Custodian - - -
Accrued liabilities: -
Investment advisory fees - - -
Administration fees 7 7 11
Shareholder servicing fees 31 18 22
Distribution fees - - -
Custody fees - - -
Service organization fees - 88 109
Other 28 45 212
----------- ----------- -----------
Total Liabilities 1,725 1,943 2,463
----------- ----------- -----------
NET ASSETS:
Paid in capital 537,241 473,244 524,371
Distributions in excess of net investment
income (1) (2) (3)
Accumulated net realized loss on
investment transactions (90) (156) (40)
----------- ----------- -----------
Net Assets $537,150 $473,086 $524,328
=========== =========== ===========
Shares of beneficial interest outstanding 537,242 473,243 524,371
Shares outstanding
Vista (Renamed Morgan)
Premier
Institutional (Renamed Agency)
Net Assets Value Per Share $1.00 $1.00 $1.00
PRO FORMA WITH CONCURRENT REORGANIZATION
JPMORGAN TREASURY PLUS MONEY MARKET FUND
Shares Outstanding
Morgan
Premier
Institutional
Reserves
Agency
Net Asset Value Per Share
Morgan
Premier
Institutional
Reserves
Agency
----------- ----------- -----------
Cost of investments $ - $ - $ -
=========== =========== ===========
<CAPTION>
J.P. MORGAN PRO FORMA
TREASURY JPMORGAN PRO FORMA COMBINED
MONEY MARKET TREASURY PLUS ADJUSTMENTS JPMORGAN TREASURY
PORTFOLIO FUND MONEY MARKET PLUS MONEY
FUND MARKET FUND
<S> <C> <C> <C> <C>
ASSETS:
Investment securities, at Value $1,539,152 $2,824,266 $ (1,540,440) (a) $4,363,418
Deferred organization expenses - - (6) (d) -
Other assets 31 17 - 50
Receivables:
Interest 1,553 273 - 1,826
Expense reimbursement - - 6 (d) 253
----------- ----------- ------------ -----------
Total Assets 1,540,736 2,824,556 (1,540,440) 4,365,547
----------- ----------- ------------ -----------
LIABILITIES:
Payables:
Dividends - 9,671 - 15,224
Custodian 35 - - 35
Accrued liabilities:
Investment advisory fees 188 198 - 386
Administration fees 26 119 - 170
Shareholder servicing fees - 379 - 450
Distribution fees - 105 - 105
Custody fees 14 27 - 41
Service organization fees - - - 197
Other 33 542 - 860
----------- ----------- ------------ -----------
Total Liabilities 296 11,041 - 17,468
----------- ----------- ------------ -----------
NET ASSETS:
Paid in capital 2,813,618 4,348,474
Distributions in excess of net investment
income (59) (65)
Accumulated net realized loss on
investment transactions (44) (330)
----------- ----------- ------------ -----------
Net Assets $1,540,440 $2,813,515 $(1,540,440) 4,348,079
=========== =========== ============ ===========
Shares of beneficial interest outstanding (1,534,856) (b) -
Shares outstanding
Vista (Renamed Morgan) 1,391,162 (1,391,162) (c) -
Premier 347,882 (347,882) (c) -
Institutional (Renamed Agency) 1,074,655 (1,074,655) (c) -
Net Assets Value Per Share $1.00 *
PRO FORMA WITH CONCURRENT REORGANIZATION
JPMORGAN TREASURY PLUS MONEY MARKET FUND
Shares Outstanding
Morgan 1,391,162 (e) 1,391,162
Premier 821,125 (e) 821,125
Agency 1,074,655 (e) 1,074,655
Reserves 524,371 (e) 524,371
Institutional 537,242 (e) 537,242
Net Asset Value Per Share
Morgan $1.00
Premier $1.00
Agency $1.00
Reserves $1.00
Institutional $1.00
----------- ----------- ------------------ -----------
Cost of investments $1,539,152 $2,824,266 $ - $4,363,418
=========== =========== ================== ===========
</TABLE>
(a) Reallocation of investments from
the feeder funds to the master
portfolio.
(b) Reallocation of the feeder fund's
beneficial interest to Morgan,
Premier, Institutional, Reserves
and Agency Shares due to the
Concurrent Reorganization.
(c) Reallocation of shares outstanding
to Reserves, Morgan, Premier,
Institutional, and Agency Share due
to the Concurrent Reorganization.
(d) Write-off of deferred organization
expenses of the portfolio.
(e) Reflects the additional number of
shares outstanding due to the
Concurrent Reorganization.
* All classes
See Notes to Pro Forma Financial Statements
5
J.P. MORGAN INSTITUTIONAL SERVICE TREASURY MONEY MARKET FUND /
J.P. MORGAN INSTITUTIONAL TREASURY MONEY MARKET FUND /
J.P. MORGAN TREASURY MONEY MARKET RESERVES FUND /
THE TREASURY MONEY MARKET PORTFOLIO /
JPMORGAN TREASURY PLUS MONEY MARKET FUND
PRO FORMA COMBINING STATEMENT OF OPERATIONS
FOR THE TWELVE MONTHS ENDED FEBRUARY 28, 2001 (UNAUDITED)
(AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
J.P. J.P. J.P. THE PRO PRO
MORGAN MORGAN MORGAN TREASURY JPMORGAN FORMA FORMA
INSTITUTIONAL INSTITUTIONAL TREASURY MONEY TREASURY ADJUSTMENTS COMBINED
TREASURY SERVICE MONEY MARKET PLUS JPMORGAN
MONEY TREASURY MARKET PORTFOLIO MONEY TREASURY
MARKET MONEY RESERVES MARKET PLUS MONEY
FUND MARKET FUND FUND MARKET FUND
FUND
<S> <C> <C> <C> <C> <C> <C> <C>
INCOME:
Interest Income $ 18,826 $ 27,475 $ 23,109 $ 69,410 $ 159,318 $ (69,410)(c) $ 228,728
Allocated Portfolio Expenses (606) (888) (737) - - 2,231 (b) -
------------------------------------------------------------------------ ----------
Investment Income 18,220 26,587 22,372 69,410 159,318 (67,179) 228,728
------------------------------------------------------------------------ ----------
EXPENSES:
Shareholder Servicing Fees 303 222 764 - 6,362 1,609 (a) 9,260
Investment Advisory Fees - - - 2,099 2,547 (978)(a) 3,668
Administration Service Fees 72 107 87 266 2,547 590 (a) 3,669
Distribution Fees/Service Organization Fees - 1,108 1,257 - 1,364 (1,444)(a) 2,285
Registration Expenses 10 78 168 - 647 - 903
Custodian Fees - - - 106 249 188 (f) 543
Transfer Agent Fees 17 17 21 - 197 252
Professional Fees 12 13 11 41 82 (34)(g) 125
Trustees' Fees and Expenses 4 6 1 13 126 150
Financial and Fund Accounting Services Fees 20 20 20 - - (57)(f) 3
Printing and Postage 6 4 10 - 27 (10)(g) 37
Fund Services Fees 4 7 5 16 - 32
Administration Fees 3 5 5 7 - 20
Amortization of Organizational Expenses 2 2 - - - (4)(e) -
Other 12 18 11 13 190 244
------------------------------------------------------------------------ ----------
Total Expenses 465 1,607 2,360 2,561 14,338 (140) 21,191
------------------------------------------------------------------------ ----------
Less amounts waived - - - - 2,672 (140)(a) 2,532
Less earnings credits - - - - 119 - 119
Less: Reimbursement of Expenses 464 501 522 330 - - 1,817
------------------------------------------------------------------------ ----------
Net Expenses 1 1,106 1,838 2,231 11,547 - 16,723
------------------------------------------------------------------------ ----------
Net Investment Income 18,219 25,481 20,534 67,179 147,771 (67,179) 212,005
------------------------------------------------------------------------ ----------
REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS:
Net realized gain (loss) on investments (49) (74) (26) (149) (97) 149 (d) (246)
Net change in net unrealized appreciation
(depreciation) on investments - - - - - - -
------------------------------------------------------------------------ ----------
Net (decrease) increase in net assets
from operations $ 18,170 $ 25,407 $ 20,508 $ 67,030 $ 147,674 $ (67,030) $ 211,759
========================================================================= ==========
</TABLE>
(a) Reflects adjustments to investment
advisory fee, administrative fees
and shareholder servicing fees
and/or related waivers based on the
surviving Fund's revised fee
schedule.
(b) Reflects the elimination of master
portfolio expenses which have been
disclosed under feeder expenses.
(c) Reallocation of investments income
to feeder funds.
(d) Reallocation of realized and
unrealized loss to feeder funds.
(e) Reflect write off of deferred
organization expense.
(f) Reclassification of fund accounting
fees into the new combined custody
fees.
(g) Reduction reflects expected
benefits from combined operations.
See Notes to Pro Forma Financial Statements.
6
PRO FORMA FINANCIAL STATEMENTS
J.P. MORGAN TREASURY MONEY MARKET RESERVES FUND /
JPMORGAN TREASURY PLUS MONEY MARKET FUND
NOTES TO PRO FORMA FINANCIAL STATEMENTS
(UNAUDITED)
1. BASIS OF COMBINATION: The Pro Forma Combining Statement of Assets
and Liabilities, Statement of Operations and Schedule of Investments ("Pro
Forma Statements") reflect the accounts of The Treasury Money Market
Portfolio ("Master Portfolio"), J.P. Morgan Institutional Service Treasury
Money Market Fund ("Institutional Service Fund"), J.P. Morgan Institutional
Treasury Money Market Fund ("Institutional") and J.P. Morgan Treasury Money
Market Reserves Fund ("Treasury Money Market Reserves"), (collectively the
"feeder funds" of the Master Portfolio) and JPMorgan Treasury Plus Money
Market Fund ("JPMTPMMF") as if the proposed Concurrent Reorganization occurred
as of and for the twelve months ended February 28, 2001.
Under the Concurrent Reorganization, the Pro Forma Statements give effect to the
proposed transfer of all assets and liabilities of the Master Portfolio and the
feeder funds in exchange for shares in JPMTPMMF. The Pro Forma Statements should
be read in conjunction with the historical financial statements of each Fund,
which have been incorporated by reference in their respective Statements of
Additional Information.
2. SHARES OF BENEFICIAL INTEREST:
Immediately prior to the Concurrent Reorganization, JPMTPMMF would commence
offering Reserve Shares and Institutional Shares. The net asset value per share
for the Reserve and Institutional Shares at the commencement of offering would
be identical to the closing net asset value per share for the Premier Shares
immediately prior to Concurrent Reorganization.
Under the Concurrent Reorganization, the existing shares of the Treasury
Money Market Reserves Fund would be renamed Reserves Shares, the
Institutional Fund would be renamed Institutional Class Shares and the
Institutional Service Fund would be renamed Premier Shares. The net asset
values per share for the Reserves, Institutional and Premier Class Shares at
the commencement of offering would be identical to the closing net asset
value per share for the Premier Class Shares immediately prior to the
Concurrent Reorganization. In addition, the Chase Vista Class Shares would be
renamed the Morgan Class Shares and the Chase Institutional Class Shares
would be renamed Agency Class Shares.
Under the proposed Concurrent Reorganization, each shareholder of Treasury
Money Market Reserves Fund, Institutional Service Fund and the Institutional
Fund would receive shares of JPMTPMMF with a value equal to their holdings in
their respective funds. Holders of the Treasury Money Market Reserves Fund
will receive Reserves Class Shares in JPMTPMMF, holders of the Institutional
Service Fund will receive Premier Class Shares and holders of Institutional
Fund will receive Institutional Class Shares. Therefore, as a result of the
proposed Concurrent Reorganization, current shareholders of Treasury Money
Market Reserves, Institutional Service Fund and Institutional Fund will
become shareholders of JPMTPMMF.
7
The Pro Forma net asset value per share assumes the issuance of additional
shares of JPMTPMMF which would have been issued on February 28, 2001 in
connection with the proposed Reorganization. The amount of additional shares
assumed to be issued was calculated based on the February 28, 2001 net assets
of Treasury Money Market Reserves Fund, Institutional Service and
Institutional Fund and the net asset value per share of JPMTPMMF - Premier
Class.
JPMORGAN TREASURY PLUS MONEY MARKET FUND WITH CONCURRENT REORGANIZATION
Reserves
Increase in Shares
Issued 524,371
Pro Forma Net Assets 2/28/01 $524,328
Pro Forma Net Asset
Value 2/28/01 $1.00
3. PRO FORMA OPERATIONS:
The Pro Forma Statement of Operations assumes similar rates of gross
investment income for the investments of each Fund. Accordingly, the combined
gross investment income is equal to the sum of each Fund's gross investment
income. Certain expenses have been adjusted to reflect the expected expenses
of the combined entity. The pro forma investment advisory, administration,
shareholder servicing and distribution fees of the combined Fund are based on
the fee schedule in effect for Surviving Fund at the combined level of
average net assets for the twelve months ended February 28, 2001.
8
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 described 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 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
Part C-1
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.
Declaration of Trust.
1 Declaration of Trust, as amended. (1)
2 By-laws. (1)
3 None.
4 Agreement and Plan of Reorganization filed herewith as
Appendix A to the Combined Prospectus/Proxy Statement.
5 None.
6 Form of Investment Advisory Agreement.(6)
7 Distribution and Sub-Administration Agreement dated August 21,
1995.(6)
8(a) Retirement Plan for Eligible Trustees.(6)
8(b) Deferred Compensation Plan for Eligible Trustees.(6)
9 Custodian Agreement. (1)
10(a) Rule 12b-1 Distribution Plan of Mutual Funds including
Selected Dealer Agreement and Shareholder Service Agreement.
(1) and (3)
10(b) Rule 12b-1 Distribution Plan - Class B Shares (including forms
of Selected Dealer Agreement and Shareholder Servicing
Agreement).(6)
10(c) Form of Rule 12b-1 Distribution Plan - Class C Shares
(including forms of Shareholder Servicing Agreements).(12)
10(d) Form of Rule 18f-3 Multi-Class Plan.(12)
11 Opinion and Consent of Nixon Peabody LLP as to the Legality of
Shares to be filed by Amendment.
12 Opinion and Consent of Simpson Thacher & Bartlett as to Tax
Consequences to be filed by Amendment.
Part C-2
13(a) Transfer Agency Agreement. (1)
13(b) Form of Shareholder Servicing Agreement. (6)
13(c) Form of Administration Agreement.(6)
13(d) Form of Administration Agreement (to be filed by Amendment).
13(e) Form of Sub-Administration Agreement (to be filed by
Amendment).
14 Consent of PricewaterhouseCoopers LLP.
15 None.
16(a) Powers of Attorney for: Fergus Reid, III, H. Richard
Vartabedian, William J. Armstrong, John R.H. Blum, Stuart W.
Cragin, Jr., Roland R. Eppley, Jr., Joseph J. Harkins, W.D.
MacCallan, W. Perry Neff, Richard E. Ten Haken, Irving L.
Thode.
16(b) Powers of Attorney for: Sarah E. Jones and Leonard M.
Spalding, Jr.
17(a) Form of Proxy Card.
17(b) Prospectus for the Surviving Fund.
17(c) Prospectus for the Merging Fund.
17(d) Statement of Additional Information for the Surviving Fund.
17(e) Statement of Additional Information for the Merging Fund.
17(f) Annual Report of the Surviving Fund dated August 31, 2000.
17(g) Semi-Annual Report of the Surviving Fund, dated February 28,
2001 (to be filed by amendment)
17(h) Annual Report of the Merging Fund (including the Annual Report
of the Master Portfolio) dated October 31, 2000.
-------------------
(1) Filed as an Exhibit to the Registration Statement on Form N-1A of the
Registrant (File No. 33-75250) as filed with the Securities and
Exchange Commission on February 14, 1994.
(2) Filed as an Exhibit to Post-Effective Amendment No. 1 to the
Registration Statement on Form N-1A of the Registrant (File No.
33-75250) as filed with the Securities and Exchange Commission on
August 29, 1994.
Part C-3
(3) Filed as an Exhibit to Post-Effective Amendment No. 2 to the
Registration Statement on Form N-1A of the Registrant (File No.
33-75250) as filed with the Securities and Exchange Commission on
October 28, 1994.
(4) Filed as an Exhibit to Post-Effective Amendment No. 3 to the
Registration Statement on Form N-1A of the Registrant (File No. 33-
75250) as filed with the Securities and Exchange Commission on October
31, 1995.
(5) Filed as an Exhibit to Post-Effective Amendment No. 4 to the
Registration Statement on Form N-1A of the Registrant as filed with the
Securities and Exchange Commission on December 28, 1995.
(6) Filed as an Exhibit to Post-Effective Amendment No. 5 to the
Registration Statement on Form N-1A of the Registrant as filed with the
Securities and Exchange Commission on March 7, 1996.
(7) Filed as an Exhibit to Post-Effective Amendment No. 6 to the
Registration Statement on Form N-1A of the Registrant as filed with the
Securities and Exchange Commission on April 22, 1996.
(8) Filed as an exhibit to Post-Effective Amendment No. 7 to the
Registration Statement on Form N-1A of the Registrant as filed with the
Securities and Exchange Commission on September 6, 1996.
(9) Filed as an exhibit to Post-Effective Amendment No. 8 to the
Registration Statement on Form N-1A of the Registrant as filed with the
Securities and Exchange Commission on December 27, 1996.
(10) Filed herewith.
(11) Filed as an exhibit to Post-Effective Amendment No. 10 to the
Registration Statement on Form N-1A of the Registrant as filed with the
Securities and Exchange Commission on October 27, 1997.
Part C-4
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-5
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 12th day of April, 2001.
MUTUAL FUND TRUST
Registrant
By: /s/ H. Richard Vartabedian
-----------------------------------------
H. Richard Vartabedian
President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities indicated on April 12, 2001.
* Chairman and Trustee
-----------------------------
Fergus Reid, III
/s/ H. Richard Vartabedian President
----------------------------- and Trustee
H. Richard Vartabedian
* Trustee
-----------------------------
William J. Armstrong
* Trustee
-----------------------------
John R.H. Blum
* Trustee
-----------------------------
Stuart W. Cragin, Jr.
* Trustee
-----------------------------
Roland R. Eppley, Jr.
* Trustee
-----------------------------
Joseph J. Harkins
* Trustee
-----------------------------
Sarah E. Jones
* Trustee
-----------------------------
W.D. MacCallan
* Trustee
-----------------------------
W. Perry Neff
* Trustee
-----------------------------
Leonard M. Spalding, Jr.
* Trustee
-----------------------------
Irv Thode
* Trustee
-----------------------------
Richard E. Ten Haken
/s/ Martin R. Dean Treasurer and
----------------------------- Principal Financial
Martin R. Dean Officer
/s/ H. Richard Vartabedian Attorney in Fact
-----------------------------
H. Richard Vartabedian
EXHIBITS
ITEM DESCRIPTION
---- -----------
(14) Consent of PricewaterhouseCoopers LLP.
(16) Powers of Attorney.
(17) (a) Form of Proxy Card.
(c) Prospectus for J.P. Morgan Treasury Money Market Reserves
Fund.
(e) Statement of Additional Information for JPMorgan Treasury
Money Market Reserves Fund.
(f) Annual Report of JPMorgan Treasury Plus Money Market Fund
(formerly, Chase Vista Treasury Plus Money Market Fund) dated
August 31, 2000.
(h) Annual Report of J.P. Morgan Treasury Money Market Reserves
Fund (including the Annual Report of The Treasury Money Market
Portfolio) dated October 31, 2000.
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Combined
Prospectus/Proxy Statement and Statement of Additional Information constituting
parts of this registration statement on Form N-14 (the "N-14 Registration
Statement") of our report dated October 11, 2000, relating to the August 31,
2000 financial statements and financial highlights of JPMorgan Treasury Plus
Money Market Fund (formerly, Chase Vista Treasury Plus Money Market Fund), which
appear in the August 31, 2000 Annual Report to Shareholders, which are also
incorporated by reference into the N-14 Registration Statement. We also consent
to the references to us under the headings "Certain Arrangements with Service
Providers- Other Services," "Accountants," "Financial Statements and Experts"
and "Financial Statements" in such Registration Statement.
We also consent to the references to us under the headings "Financial
Highlights," "Independent Accountants" and "Financial Statements" in JPMorgan
Treasury Plus Money Market Fund's registration statement on Form N-1A, dated
December 29, 2000 (revised March 9, 2001), which is incorporated by reference
into this N-14 Registration Statement.
PricewaterhouseCoopers LLP
1177 Avenue of the Americas
New York, NY 10036
April 12, 2001
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Combined
Prospectus/Proxy Statement and Statement of Additional Information constituting
parts of this registration statement on Form N-14 (the "N-14 Registration
Statement") of our reports dated December 21, 2000, relating to the October 31,
2000 financial statements and financial highlights of J.P. Morgan Treasury Money
Market Reserves Fund and the financial statements and supplemental data of The
Treasury Money Market Portfolio, which appear in the October 31, 2000 Annual
Reports to Shareholders, which are also incorporated by reference into the N-14
Registration Statement. We also consent to the references to us under the
headings "Certain Arrangements with Service Providers- Other Services,"
"Accountants," "Financial Statements and Experts" and "Financial Statements" in
such Registration Statement.
We also consent to the references to us under the headings "Financial
Highlights," "Independent Accountants" and "Financial Statements" in J.P. Morgan
Treasury Money Market Reserves Fund's registration statement on Form N-1A, dated
March 1, 2001, which is incorporated by reference into this N-14 Registration
Statement.
PricewaterhouseCoopers LLP
1177 Avenue of the Americas
New York, NY 10036
April 12, 2001
Exhibit 16
MUTUAL FUND GROUP
MUTUAL FUND TRUST
MUTUAL FUND VARIABLE ANNUITY TRUST
MUTUAL FUND SELECT GROUP
MUTUAL FUND SELECT TRUST
MUTUAL FUND INVESTMENT TRUST
MUTUAL FUND MASTER INVESTMENT TRUST
CAPITAL GROWTH PORTFOLIO
GROWTH AND INCOME PORTFOLIO
INTERNATIONAL EQUITY PORTFOLIO
POWER OF ATTORNEY
Fergus Reid, III, whose signature appears below, hereby
constitutes and appoints Martin R. Dean, Peter B. Eldridge and H. Richard
Vartabedian, and each of them, his true and lawful attorneys and agents, with
full power and authority of substitution and resubstitution, to do any and all
acts and things and to execute any and all instruments which said attorneys and
agents, or any of them, may deem necessary or advisable or which may be required
to enable any of the investment companies listed above (each, a "Company") to
comply with the Investment Company Act of 1940, as amended, and the Securities
Act of 1933, as amended (collectively, the "Acts"), and any rules, regulations
or requirements of the Securities and Exchange Commission in respect thereof, in
connection with the filing and effectiveness of any and all amendments
(including post-effective amendments) to a Company's Registration Statement on
Form N-1A and any other registration statements pursuant to said Acts, including
specifically, but without limiting the generality of the foregoing, the power
and authority to sign in the name and on behalf of the undersigned as a trustee
and/or officer of a Company any and all such amendments and registration
statements filed with the Securities and Exchange Commission under said Acts,
and any other instruments or documents related thereto, and the undersigned does
hereby ratify and confirm all that said attorneys and agents, or any of them,
shall do or cause to be done by virtue hereof.
/s/ Fergus Reid III
-------------------
Fergus Reid, III
Date: April 3, 2001
Exhibit 16
MUTUAL FUND GROUP
MUTUAL FUND TRUST
MUTUAL FUND VARIABLE ANNUITY TRUST
MUTUAL FUND SELECT GROUP
MUTUAL FUND SELECT TRUST
MUTUAL FUND INVESTMENT TRUST
MUTUAL FUND MASTER INVESTMENT TRUST
CAPITAL GROWTH PORTFOLIO
GROWTH AND INCOME PORTFOLIO
INTERNATIONAL EQUITY PORTFOLIO
POWER OF ATTORNEY
William J. Armstrong, whose signature appears below, hereby
constitutes and appoints Martin D. Dean, Peter B. Eldridge and H. Richard
Vartabedian, and each of them, his true and lawful attorneys and agents, with
full power and authority of substitution and resubstitution, to do any and all
acts and things and to execute any and all instruments which said attorneys and
agents, or any of them, may deem necessary or advisable or which may be required
to enable any of the investment companies listed above (each, a "Company") to
comply with the Investment Company Act of 1940, as amended, and the Securities
Act of 1933, as amended (collectively, the "Acts"), and any rules, regulations
or requirements of the Securities and Exchange Commission in respect thereof, in
connection with the filing and effectiveness of any and all amendments
(including post-effective amendments) to a Company's Registration Statement on
Form N-1A and any other registration statements pursuant to said Acts, including
specifically, but without limiting the generality of the foregoing, the power
and authority to sign in the name and on behalf of the undersigned as a trustee
and/or officer of a Company any and all such amendments and registration
statements filed with the Securities and Exchange Commission under said Acts,
and any other instruments or documents related thereto, and the undersigned does
hereby ratify and confirm all that said attorneys and agents, or any of them,
shall do or cause to be done by virtue hereof.
/s/ William J. Armstrong
------------------------
William J. Armstrong
Date: April 3, 2001
Exhibit 16
MUTUAL FUND GROUP
MUTUAL FUND TRUST
MUTUAL FUND VARIABLE ANNUITY TRUST
MUTUAL FUND SELECT GROUP
MUTUAL FUND SELECT TRUST
MUTUAL FUND INVESTMENT TRUST
MUTUAL FUND MASTER INVESTMENT TRUST
CAPITAL GROWTH PORTFOLIO
GROWTH AND INCOME PORTFOLIO
INTERNATIONAL EQUITY PORTFOLIO
POWER OF ATTORNEY
John R. H. Blum, whose signature appears below, hereby
constitutes and appoints Martin R. Dean, Peter B. Eldridge and H. Richard
Vartabedian, and each of them, his true and lawful attorneys and agents, with
full power and authority of substitution and resubstitution, to do any and all
acts and things and to execute any and all instruments which said attorneys and
agents, or any of them, may deem necessary or advisable or which may be required
to enable any of the investment companies listed above (each, a "Company") to
comply with the Investment Company Act of 1940, as amended, and the Securities
Act of 1933, as amended (collectively, the "Acts"), and any rules, regulations
or requirements of the Securities and Exchange Commission in respect thereof, in
connection with the filing and effectiveness of any and all amendments
(including post-effective amendments) to a Company's Registration Statement on
Form N-1A and any other registration statements pursuant to said Acts, including
specifically, but without limiting the generality of the foregoing, the power
and authority to sign in the name and on behalf of the undersigned as a trustee
and/or officer of a Company any and all such amendments and registration
statements filed with the Securities and Exchange Commission under said Acts,
and any other instruments or documents related thereto, and the undersigned does
hereby ratify and confirm all that said attorneys and agents, or any of them,
shall do or cause to be done by virtue hereof.
/s/ John R. H. Blum
--------------------------
John R. H. Blum
Date: April 3, 2001
Exhibit 16
MUTUAL FUND GROUP
MUTUAL FUND TRUST
MUTUAL FUND VARIABLE ANNUITY TRUST
MUTUAL FUND SELECT GROUP
MUTUAL FUND SELECT TRUST
MUTUAL FUND INVESTMENT TRUST
MUTUAL FUND MASTER INVESTMENT TRUST
CAPITAL GROWTH PORTFOLIO
GROWTH AND INCOME PORTFOLIO
INTERNATIONAL EQUITY PORTFOLIO
POWER OF ATTORNEY
Stuart W. Cragin, Jr., whose signature appears below, hereby
constitutes and appoints Martin R. Dean, Peter B. Eldridge and H. Richard
Vartabedian, and each of them, his true and lawful attorneys and agents, with
full power and authority of substitution and resubstitution, to do any and all
acts and things and to execute any and all instruments which said attorneys and
agents, or any of them, may deem necessary or advisable or which may be required
to enable any of the investment companies listed above (each a "Company") to
comply with the Investment Company Act of 1940, as amended, and the Securities
Act of 1933, as amended (collectively, the "Acts"), and any rules, regulations
or requirements of the Securities and Exchange Commission in respect thereof, in
connection with the filing and effectiveness of any and all amendments
(including post-effective amendments) to a Company's Registration Statement on
Form N-1A and any other registration statements pursuant to said Acts, including
specifically, but without limiting the generality of the foregoing, the power
and authority to sign in the name and on behalf of the undersigned as a trustee
and/or officer of a Company any and all such amendments and registration
statements filed with the Securities and Exchange Commission under said Acts,
and any other instruments or documents related thereto, and the undersigned does
hereby ratify and confirm all that said attorneys and agents, or any of them,
shall do or cause to be done by virtue hereof.
/s/ Stuart W. Cragin, Jr.
-------------------------
Stuart W. Cragin, Jr.
Date: April 3, 2001
Exhibit 16
MUTUAL FUND GROUP
MUTUAL FUND TRUST
MUTUAL FUND VARIABLE ANNUITY TRUST
MUTUAL FUND SELECT GROUP
MUTUAL FUND SELECT TRUST
MUTUAL FUND INVESTMENT TRUST
MUTUAL FUND MASTER INVESTMENT TRUST
CAPITAL GROWTH PORTFOLIO
GROWTH AND INCOME PORTFOLIO
INTERNATIONAL EQUITY PORTFOLIO
POWER OF ATTORNEY
Roland R. Eppley, Jr., whose signature appears below, hereby
constitutes and appoints Martin R. Dean, Peter B. Eldridge and H. Richard
Vartabdian, and each of them, his true and lawful attorneys and agents, with
full power and authority of substitution and resubstitution, to do any and all
acts and things and to execute any and all instruments which said attorneys and
agents, or any of them, may deem necessary or advisable or which may be required
to enable any of the investment companies listed above (each, a "Company") to
comply with the Investment Company Act of 1940, as amended, and the Securities
Act of 1933, as amended (collectively, the "Acts"), and any rules, regulations
or requirements of the Securities and Exchange Commission in respect thereof, in
connection with the filing and effectiveness of any and all amendments
(including post-effective amendments) to a Company's Registration Statement on
Form N-1A and any other registration statements pursuant to said Acts, including
specifically, but without limiting the generality of the foregoing, the power
and authority to sign in the name and on behalf of the undersigned as a trustee
and/or officer of a Company any and all such amendments and registration
statements filed with the Securities and Exchange Commission under said Acts,
and any other instruments or documents related thereto, and the undersigned does
hereby ratify and confirm all that said attorneys and agents, or any of them,
shall do or cause to be done by virtue hereof.
/s/ Roland R. Eppley, Jr.
-------------------------
Roland R. Eppley, Jr.
Date: April 3, 2001
Exhibit 16
MUTUAL FUND GROUP
MUTUAL FUND TRUST
MUTUAL FUND VARIABLE ANNUITY TRUST
MUTUAL FUND SELECT GROUP
MUTUAL FUND SELECT TRUST
MUTUAL FUND INVESTMENT TRUST
MUTUAL FUND MASTER INVESTMENT TRUST
CAPITAL GROWTH PORTFOLIO
GROWTH AND INCOME PORTFOLIO
INTERNATIONAL EQUITY PORTFOLIO
POWER OF ATTORNEY
Joseph J. Harkins, whose signature appears below, hereby
constitutes and appoints Martin R. Dean, Peter B. Eldridge and H. Richard
Vartabedian, and each of them, his true and lawful attorneys and agents, with
full power and authority of substitution and resubstitution, to do any and all
acts and things and to execute any and all instruments which said attorneys and
agents, or any of them, may deem necessary or advisable or which may be required
to enable any of the investment companies listed above (each, a "Company") to
comply with the Investment Company Act of 1940, as amended, and the Securities
Act of 1933, as amended (collectively, the "Acts"), and any rules, regulations
or requirements of the Securities and Exchange Commission in respect thereof, in
connection with the filing and effectiveness of any and all amendments
(including post-effective amendments) to a Company's Registration Statement on
Form N-1A and any other registration statements pursuant to said Acts, including
specifically, but without limiting the generality of the foregoing, the power
and authority to sign in the name and on behalf of the undersigned as a trustee
and/or officer of a Company any and all such amendments and registration
statements filed with the Securities and Exchange Commission under said Acts,
and any other instruments or documents related thereto, and the undersigned does
hereby ratify and confirm all that said attorneys and agents, or any of them,
shall do or cause to be done by virtue hereof.
/s/ Joseph J. Harkins
---------------------
Joseph J. Harkins
Date: April 3, 2001
Exhibit 16
MUTUAL FUND GROUP
MUTUAL FUND TRUST
MUTUAL FUND VARIABLE ANNUITY TRUST
MUTUAL FUND SELECT GROUP
MUTUAL FUND SELECT TRUST
MUTUAL FUND INVESTMENT TRUST
MUTUAL FUND MASTER INVESTMENT TRUST
CAPITAL GROWTH PORTFOLIO
GROWTH AND INCOME PORTFOLIO
INTERNATIONAL EQUITY PORTFOLIO
POWER OF ATTORNEY
Sarah E. Jones, whose signature appears below, hereby
constitutes and appoints Martin D. Dean, Peter B. Eldridge and H. Richard
Vartabedian, and each of them, her true and lawful attorneys and agents, with
full power and authority of substitution and resubstitution, to do any and all
acts and things and to execute any and all instruments which said attorneys and
agents, or any of them, may deem necessary or advisable or which may be required
to enable any of the investment companies listed above (each, a "Company") to
comply with the Investment Company Act of 1940, as amended, and the Securities
Act of 1933, as amended (collectively, the "Acts"), and any rules, regulations
or requirements of the Securities and Exchange Commission in respect thereof, in
connection with the filing and effectiveness of any and all amendments
(including post-effective amendments) to a Company's Registration Statement on
Form N-1A and any other registration statements pursuant to said Acts, including
specifically, but without limiting the generality of the foregoing, the power
and authority to sign in the name and on behalf of the undersigned as a trustee
and/or officer of a Company any and all such amendments and registration
statements filed with the Securities and Exchange Commission under said Acts,
and any other instruments or documents related thereto, and the undersigned does
hereby ratify and confirm all that said attorneys and agents, or any of them,
shall do or cause to be done by virtue hereof.
/s/ Sarah E. Jones
------------------
Sarah E. Jones
Date: April 3, 2001
Exhibit 16
MUTUAL FUND GROUP
MUTUAL FUND TRUST
MUTUAL FUND VARIABLE ANNUITY TRUST
MUTUAL FUND SELECT GROUP
MUTUAL FUND SELECT TRUST
MUTUAL FUND INVESTMENT TRUST
MUTUAL FUND MASTER INVESTMENT TRUST
CAPITAL GROWTH PORTFOLIO
GROWTH AND INCOME PORTFOLIO
INTERNATIONAL EQUITY PORTFOLIO
POWER OF ATTORNEY
W.D. MacCallan, whose signature appears below, hereby
constitutes and appoints Martin R. Dean, Peter B. Eldridge and H. Richard
Vartabedian, and each of them, his true and lawful attorneys and agents, with
full power and authority of substitution and resubstitution, to do any and all
acts and things and to execute any and all instruments which said attorneys and
agents, or any of them, may deem necessary or advisable or which may be required
to enable any of the investment companies listed above (each, a "Company") to
comply with the Investment Company Act of 1940, as amended, and the Securities
Act of 1933, as amended (collectively, the "Acts"), and any rules, regulations
or requirements of the Securities and Exchange Commission in respect thereof, in
connection with the filing and effectiveness of any and all amendments
(including post-effective amendments) to a Company's Registration Statement on
Form N-1A and any other registration statements pursuant to said Acts, including
specifically, but without limiting the generality of the foregoing, the power
and authority to sign in the name and on behalf of the undersigned as a trustee
and/or officer of a Company any and all such amendments and registration
statements filed with the Securities and Exchange Commission under said Acts,
and any other instruments or documents related thereto, and the undersigned does
hereby ratify and confirm all that said attorneys and agents, or any of them,
shall do or cause to be done by virtue hereof.
/s/ W.D. MacCallan
------------------
W.D. MacCallan
Date: April 3, 2001
Exhibit 16
MUTUAL FUND GROUP
MUTUAL FUND TRUST
MUTUAL FUND VARIABLE ANNUITY TRUST
MUTUAL FUND SELECT GROUP
MUTUAL FUND SELECT TRUST
MUTUAL FUND INVESTMENT TRUST
MUTUAL FUND MASTER INVESTMENT TRUST
CAPITAL GROWTH PORTFOLIO
GROWTH AND INCOME PORTFOLIO
INTERNATIONAL EQUITY PORTFOLIO
POWER OF ATTORNEY
W. Perry Neff, whose signature appears below, hereby
constitutes and appoints Martin R. Dean, Peter B. Eldridge and H. Richard
Vartabedian, and each of them, his true and lawful attorneys and agents, with
full power and authority of substitution and resubstitution, to do any and all
acts and things and to execute any and all instruments which said attorneys and
agents, or any of them, may deem necessary or advisable or which may be required
to enable any of the investment companies listed above (each a "Company") to
comply with the Investment Company Act of 1940, as amended, and the Securities
Act of 1933, as amended (collectively, the "Acts"), and any rules, regulations
or requirements of the Securities and Exchange Commission in respect thereof, in
connection with the filing and effectiveness of any and all amendments
(including post-effective amendments) to a Company's Registration Statement on
Form N-1A and any other registration statements pursuant to said Acts, including
specifically, but without limiting the generality of the foregoing, the power
and authority to sign in the name and on behalf of the undersigned as a trustee
and/or officer of a Company any and all such amendments and registration
statements filed with the Securities and Exchange Commission under said Acts,
and any other instruments or documents related thereto, and the undersigned does
hereby ratify and confirm all that said attorneys and agents, or any of them,
shall do or cause to be done by virtue hereof.
/s/ W. Perry Neff
-----------------
W. Perry Neff
Date: April 3, 2001
Exhibit 16
MUTUAL FUND GROUP
MUTUAL FUND TRUST
MUTUAL FUND VARIABLE ANNUITY TRUST
MUTUAL FUND SELECT GROUP
MUTUAL FUND SELECT TRUST
MUTUAL FUND INVESTMENT TRUST
MUTUAL FUND MASTER INVESTMENT TRUST
CAPITAL GROWTH PORTFOLIO
GROWTH AND INCOME PORTFOLIO
INTERNATIONAL EQUITY PORTFOLIO
POWER OF ATTORNEY
Leonard M. Spalding, Jr., whose signature appears below,
hereby constitutes and appoints Martin R. Dean, Peter B. Eldridge and H. Richard
Vartabdian, and each of them, his true and lawful attorneys and agents, with
full power and authority of substitution and resubstitution, to do any and all
acts and things and to execute any and all instruments which said attorneys and
agents, or any of them, may deem necessary or advisable or which may be required
to enable any of the investment companies listed above (each, a "Company") to
comply with the Investment Company Act of 1940, as amended, and the Securities
Act of 1933, as amended (collectively, the "Acts"), and any rules, regulations
or requirements of the Securities and Exchange Commission in respect thereof, in
connection with the filing and effectiveness of any and all amendments
(including post-effective amendments) to a Company's Registration Statement on
Form N-1A and any other registration statements pursuant to said Acts, including
specifically, but without limiting the generality of the foregoing, the power
and authority to sign in the name and on behalf of the undersigned as a trustee
and/or officer of a Company any and all such amendments and registration
statements filed with the Securities and Exchange Commission under said Acts,
and any other instruments or documents related thereto, and the undersigned does
hereby ratify and confirm all that said attorneys and agents, or any of them,
shall do or cause to be done by virtue hereof.
/s/ Leonard M. Spalding, Jr.
----------------------------
Leonard M. Spalding, Jr.
Date: April 3, 2001
Exhibit 16
MUTUAL FUND GROUP
MUTUAL FUND TRUST
MUTUAL FUND VARIABLE ANNUITY TRUST
MUTUAL FUND SELECT GROUP
MUTUAL FUND SELECT TRUST
MUTUAL FUND INVESTMENT TRUST
MUTUAL FUND MASTER INVESTMENT TRUST
CAPITAL GROWTH PORTFOLIO
GROWTH AND INCOME PORTFOLIO
INTERNATIONAL EQUITY PORTFOLIO
POWER OF ATTORNEY
Irving L.Thode, whose signature appears below, hereby
constitutes and appoints Martin R. Dean, Peter B. Eldridge and H. Richard
Vartabedian, and each of them, his true and lawful attorneys and agents, with
full power and authority of substitution and resubstitution, to do any and all
acts and things and to execute any and all instruments which said attorneys and
agents, or any of them, may deem necessary or advisable or which may be required
to enable any of the investment companies listed above (each a "Company") to
comply with the Investment Company Act of 1940, as amended, and the Securities
Act of 1933, as amended (collectively, the "Acts"), and any rules, regulations
or requirements of the Securities and Exchange Commission in respect thereof, in
connection with the filing and effectiveness of any and all amendments
(including post-effective amendments) to a Company's Registration Statement on
Form N-1A and any other registration statements pursuant to said Acts, including
specifically, but without limiting the generality of the foregoing, the power
and authority to sign in the name and on behalf of the undersigned as a trustee
and/or officer of a Company any and all such amendments and registration
statements filed with the Securities and Exchange Commission under said Acts,
and any other instruments or documents related thereto, and the undersigned does
hereby ratify and confirm all that said attorneys and agents, or any of them,
shall do or cause to be done by virtue hereof.
/s/ Irving L. Thode
-------------------
Irving L. Thode
Date: April 3, 2001
Exhibit 16
MUTUAL FUND GROUP
MUTUAL FUND TRUST
MUTUAL FUND VARIABLE ANNUITY TRUST
MUTUAL FUND SELECT GROUP
MUTUAL FUND SELECT TRUST
MUTUAL FUND INVESTMENT TRUST
MUTUAL FUND MASTER INVESTMENT TRUST
CAPITAL GROWTH PORTFOLIO
GROWTH AND INCOME PORTFOLIO
INTERNATIONAL EQUITY PORTFOLIO
POWER OF ATTORNEY
Richard E. Ten Haken, whose signature appears below, hereby
constitutes and appoints Martin R. Dean, Peter B. Eldridge and H. Richard
Vartabdian, and each of them, his true and lawful attorneys and agents, with
full power and authority of substitution and resubstitution, to do any and all
acts and things and to execute any and all instruments which said attorneys and
agents, or any of them, may deem necessary or advisable or which may be required
to enable any of the investment companies listed above (each, a "Company") to
comply with the Investment Company Act of 1940, as amended, and the Securities
Act of 1933, as amended (collectively, the "Acts"), and any rules, regulations
or requirements of the Securities and Exchange Commission in respect thereof, in
connection with the filing and effectiveness of any and all amendments
(including post-effective amendments) to a Company's Registration Statement on
Form N-1A and any other registration statements pursuant to said Acts, including
specifically, but without limiting the generality of the foregoing, the power
and authority to sign in the name and on behalf of the undersigned as a trustee
and/or officer of a Company any and all such amendments and registration
statements filed with the Securities and Exchange Commission under said Acts,
and any other instruments or documents related thereto, and the undersigned does
hereby ratify and confirm all that said attorneys and agents, or any of them,
shall do or cause to be done by virtue hereof.
/s/ Richard E. Ten Haken
------------------------
Richard E. Ten Haken
Date: April 3, 2001
Exhibit 16
MUTUAL FUND GROUP
MUTUAL FUND TRUST
MUTUAL FUND VARIABLE ANNUITY TRUST
MUTUAL FUND SELECT GROUP
MUTUAL FUND SELECT TRUST
MUTUAL FUND INVESTMENT TRUST
MUTUAL FUND MASTER INVESTMENT TRUST
CAPITAL GROWTH PORTFOLIO
GROWTH AND INCOME PORTFOLIO
INTERNATIONAL EQUITY PORTFOLIO
POWER OF ATTORNEY
H. Richard Vartabedian, whose signature appears below, hereby
constitutes and appoints Martin R. Dean and Peter B. Eldridge, and each of them,
his true and lawful attorneys and agents, with full power and authority of
substitution and resubstitution, to do any and all acts and things and to
execute any and all instruments which said attorneys and agents, or any of them,
may deem necessary or advisable or which may be required to enable any of the
investment companies listed above (each, a "Company") to comply with the
Investment Company Act of 1940, as amended, and the Securities Act of 1933, as
amended (collectively, the "Acts"), and any rules, regulations or requirements
of the Securities and Exchange Commission in respect thereof, in connection with
the filing and effectiveness of any and all amendments (including post-effective
amendments) to a Company's Registration Statement on Form N-1A and any other
registration statements pursuant to said Acts, including specifically, but
without limiting the generality of the foregoing, the power and authority to
sign in the name and on behalf of the undersigned as a trustee and/or officer of
a Company any and all such amendments and registration statements filed with the
Securities and Exchange Commission under said Acts, and any other instruments or
documents related thereto, and the undersigned does hereby ratify and confirm
all that said attorneys and agents, or any of them, shall do or cause to be done
by virtue hereof.
/s/ H. Richard Vartabedian
--------------------------
H. Richard Vartabedian
Date: April 3, 2001
Exhibit 16
MUTUAL FUND GROUP
MUTUAL FUND TRUST
MUTUAL FUND VARIABLE ANNUITY TRUST
MUTUAL FUND SELECT GROUP
MUTUAL FUND SELECT TRUST
MUTUAL FUND INVESTMENT TRUST
MUTUAL FUND MASTER INVESTMENT TRUST
CAPITAL GROWTH PORTFOLIO
GROWTH AND INCOME PORTFOLIO
INTERNATIONAL EQUITY PORTFOLIO
POWER OF ATTORNEY
George E. McDavid, whose signature appears below, hereby
constitutes and appoints Martin R. Dean and Peter B. Eldridge, and each of them,
his true and lawful attorneys and agents, with full power and authority of
substitution and resubstitution, to do any and all acts and things and to
execute any and all instruments which said attorneys and agents, or any of them,
may deem necessary or advisable or which may be required to enable any of the
investment companies listed above (each, a "Company") to comply with the
Investment Company Act of 1940, as amended, and the Securities Act of 1933, as
amended (collectively, the "Acts"), and any rules, regulations or requirements
of the Securities and Exchange Commission in respect thereof, in connection with
the filing and effectiveness of any and all amendments (including post-effective
amendments) to a Company's Registration Statement on Form N-1A and any other
registration statements pursuant to said Acts, including specifically, but
without limiting the generality of the foregoing, the power and authority to
sign in the name and on behalf of the undersigned as a trustee and/or officer of
a Company any and all such amendments and registration statements filed with the
Securities and Exchange Commission under said Acts, and any other instruments or
documents related thereto, and the undersigned does hereby ratify and confirm
all that said attorneys and agents, or any of them, shall do or cause to be done
by virtue hereof.
/s/ George E. McDavid
---------------------
George E. McDavid
Date: April 3, 2001
FORM OF PROXY
Preliminary Proxy Material
J.P. MORGAN INSTITUTIONAL FUNDS
J.P. MORGAN TREASURY MONEY MARKET RESERVE FUND
This proxy is solicited on behalf of the Board of Trustees of JPMorgan
Institutional Funds for the Special Meeting of the Shareholders to be held on
July 3, 2001.
The undersigned hereby appoints ___, ___ AND ___, and each of them,
attorneys and proxies for the undersigned, with full power of substitution, and
revocation to represent the undersigned and to vote on behalf of the undersigned
all shares of J.P. Morgan Treasury Money Market Reserve Fund which the
undersigned is entitled to vote at the Special Meeting of Shareholders to be
held at J.P. Morgan Chase & Co., 1211 Avenue of the Americas, 41st Floor, New
York, New York, on July 3, 2001, at 9:00 a.m., and at any adjournments thereof.
The undersigned hereby acknowledges receipt of the Notice of the Special Meeting
of Shareholders and hereby instructs said attorneys and proxies to vote said
shares as indicated hereon. In their discretion, the proxies are authorized to
vote upon such other business as may properly come before the Special Meeting of
Shareholders in person or by substitute (or, if only one shall be so present,
then that one) shall have and may exercise all of the power and authority of
said proxies hereunder. The undersigned hereby revokes any proxy previously
given.
NOTE: Please sign exactly as your name appears on this proxy. If joint
owners, EITHER may sign this proxy. When signing as attorney, executor,
administrator, trustee, guardian or corporate officer, please give your full
title.
DATE
-----------------,-----
----------------------------
----------------------------
Signature(s), Title(s) (if applicable)
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE OR YOU CAN
VOTE BY CALLING _______________________.
J.P. MORGAN INSTITUTIONAL FUNDS
J.P. MORGAN TREASURY MONEY MARKET RESERVES FUND
PLEASE INDICATE YOUR VOTE BY AN "X" ON THE APPROPRIATE LINE BELOW.
This proxy, if properly executed, will be voted in the manner directed
by the shareholder.
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR EACH PROPOSAL.
Please refer to the Combined Prospectus/Proxy Statement for a
discussion of each Proposal.
THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS A VOTE "FOR" EACH
FOLLOWING PROPOSAL.
Proposal 1: To approve or disapprove of the Reorganization.
For Against Abstain
----- ----- -----
Proposal 2: To approve or disapprove the election of each of the
Nominees.
For Against Abstain
----- ----- -----
To withhold authority to vote for any individual Nominee, write that Nominee's
name here:
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
MARCH 1, 2001 | PROSPECTUS
--------------------------------------------------------------------------------
J.P. MORGAN MONEY MARKET RESERVES FUNDS
Prime Money Market Reserves Fund
Treasury Money Market Reserves Fund
--------------------------------------
Seeking to provide high current income
consistent with the preservation of
capital and same-day liquidity
This prospectus contains essential information for anyone investing in these
funds. Please read it carefully and keep it for reference.
As with all mutual funds, the fact that these shares are registered with the
Securities and Exchange Commission does not mean that the commission approves
them or guarantees that the information in this prospectus is correct or
adequate. It is a criminal offense to state or suggest otherwise.
Distributed by Funds Distributor, Inc. JPMorgan
CONTENTS
--------------------------------------------------------------------------------
2 | J.P. MORGAN MONEY MARKET RESERVES FUNDS
Each fund's goal, principal strategies,
principal risks, performance and expenses
J.P. Morgan Prime Money Market Reserves Fund ............................ 2
J.P. Morgan Treasury Money Market Reserves Fund ......................... 4
6 | MONEY MARKET MANAGEMENT APPROACH
Principles and techniques common
to the funds in this prospectus
J.P. Morgan ............................................................. 6
J.P. Morgan Money Market Reserves Funds ................................. 6
The spectrum of money market funds ...................................... 6
Who may want to invest .................................................. 6
Money market investment process ......................................... 7
8 | YOUR INVESTMENT
Investing in the J.P. Morgan
Money Market Reserves Funds
Investing through a service organization ................................ 8
Account and transaction policies ........................................ 8
Dividends and distributions ............................................. 9
Tax considerations ...................................................... 9
10 | FUND DETAILS
More about the funds'
business operations
Master/feeder structure .................................................10
Management and administration ...........................................10
Financial highlights ....................................................11
FOR MORE INFORMATION ............................................back cover
|1
J.P. MORGAN PRIME MONEY MARKET
RESERVES FUND
--------------------------------------------------------------------------------
REGISTRANT: J.P. MORGAN INSTITUTIONAL FUNDS
(J.P. MORGAN PRIME MONEY MARKET RESERVES FUND)
[GRAPHIC] GOAL
The fund's goal is to maximize current income consistent with the
preservation of capital and same-day liquidity. This goal can be changed without
shareholder approval.
[GRAPHIC] INVESTMENT APPROACH
Principal Strategies
The fund looks for investments across a broad spectrum of U.S.
dollar-denominated money market securities, typically emphasizing different
types of securities at different times in order to take advantage of changing
yield differentials. The fund's investments may include obligations issued by
the U.S. Treasury, government agencies, domestic and foreign banks and
corporations, foreign governments, repurchase agreements, reverse repurchase
agreements, as well as asset-backed securities, taxable municipal obligations,
and other money market instruments. Some of these investments may be illiquid or
purchased on a when-issued or delayed delivery basis.
The fund's yield will vary in response to changes in interest rates. How well
the fund's yield compares to the yields of similar money market funds will
depend on the success of the investment process described on page 7.
Principal Risks
As with all money market funds, the fund's investments are subject to various
risks, which, while generally considered to be minimal, could cause its share
price to fall below $1. For example, the issuer or guarantor of a portfolio
security or the counterparty to a contract could default on its obligation. An
unexpected rise in interest rates could also lead to a loss in share price if
the fund is near the maximum allowable dollar weighted average maturity
(currently not to exceed 90 days) at the time. To the extent that the fund
invests in foreign securities, the fund could lose money because of foreign
government actions, political instability, or lack of adequate and accurate
information. Also, the fund may have difficulty valuing its illiquid holdings
and may be unable to sell them at the time or price it desires. While these
possibilities exist, the fund's investment process and management policies are
designed to minimize the likelihood and impact of these risks.
An investment in the fund is not a deposit of any bank and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency. Although the fund seeks to preserve the value of your investment at $1
per share, it is possible to lose money by investing in the fund.
PORTFOLIO MANAGEMENT
The fund's assets are managed by J.P. Morgan Investment Management Inc., a
subsidiary of J.P. Morgan Chase & Co. J.P. Morgan Chase currently manages
more than $700 billion, including more than $___ billion using similar
strategies as the fund.
The advisor uses a team of portfolio managers and traders to manage the fund.
The portfolio management team is led by John Donohue, vice president, who has
been on the team since joining J.P. Morgan in June of 1997 from Goldman Sachs &
Co., where he was an Institutional Money Market Portfolio Manager; and Mark
Settles, vice president, who has been on the team since November 1999 and has
been at J.P. Morgan since 1994. Prior to managing this fund, Mr. Settles was a
fixed income trader on J.P. Morgan's New York and London trading desks. The
traders on the team are Donald Clemmenson, vice president, who has been on the
team since its inception; Gunter Heiland, associate, who has been on the team
since joining J.P. Morgan in June of 1997 from Salomon Brothers, where he was a
sales assistant; and Kimberly Weil, who has been on the team since its
inception.
--------------------------------------------------------------------------------
Before you invest
Investors considering these funds should understand that:
o There is no assurance that these funds will meet their investment goals
o These funds do not represent complete investment programs
2 | J.P. MORGAN PRIME MONEY MARKET RESERVES FUND
--------------------------------------------------------------------------------
PERFORMANCE (unaudited)(1)
The fund commenced operations on 6/1/99. The bar chart and table shown below
provide some indication of the risks of investing in J.P. Morgan Prime Money
Market Reserves Fund.
The bar chart indicates some of the risks by showing performance of the
fund's(1) shares from year to year for each of the last for calendar year.
The table indicates some of the risks by showing the fund's(1) average annual
returns for the past one, five and ten calendar years.
The fund's past performance does not necessarily indicate how the fund will
perform in the future.
-----------------------------
Year-by-year total return (%) Shows changes in returns by calendar year(1),(2)
--------------------------------------------------------------------------------
[The following table was depicted as a bar chart in the printed material.]
J.P. Morgan
Prime Money Market
Reserves Fund
------------------
1991 6.07
1992 3.67
1993 2.83
1994 3.95
1995 5.79
1996 5.21
1997 5.41
1998 5.30
1999 4.94
2000 5.91
o J.P. Morgan Prime Money Market Reserves Fund(1)
For the period covered by this total return chart, the fund's highest quarterly
return was 1.72% (for the quarter ended 3/31/00; and the lowest quarterly
return was 0.69% (for the quarter ended 6/30/93).
PERFORMANCE (unaudited)
-------------------------------
Average annual total return (%) Shows performance over time, for
periods ended December 31, 2000(1)(2)
--------------------------------------------------------------------------------
Past 1 yr. Past 5 yrs. Past 10 yrs.
J.P. Morgan Prime Money Market
Reserves Fund (after expenses) 5.91 5.32 4.89
--------------------------------------------------------------------------------
INVESTOR EXPENSES
The expenses of the fund before and after reimbursement are shown at right. The
fund has no redemption, exchange, or account fees, although some institutions
may charge you a fee for shares you buy through them. The annual fund expenses
after reimbursement are deducted from fund assets prior to performance
calculations.
---------------------------------------------
Annual fund operating expenses(3) (%)
(expenses that are deducted from fund assets)
---------------------------------------------
Management fees 0.11
Distribution (Rule 12b-1) fees 0.25
Service fees(4) 0.25
Other expenses 0.15
---------------------------------------------
Total operating expenses 0.76
Fee waiver and
expense reimbursement(5) 0.06
---------------------------------------------
Net expenses(5) 0.70
---------------------------------------------
--------------------------------------------------------------------------------
Expense example(5)
--------------------------------------------------------------------------------
The example below is intended to help you compare the cost of investing in the
fund with the cost of investing in other mutual funds. The example assumes:
$10,000 initial investment, 5% return each year, net expenses for the period
3/1/01 through 2/28/02, and total operating expenses thereafter, and all shares
sold at the end of each time period. The example is for comparison only; the
fund's actual return and your actual costs may be higher or lower.
--------------------------------------------------------------------------------
1 yr. 3 yrs. 5 yrs. 10 yrs.
Your cost($) 72 237 416 937
--------------------------------------------------------------------------------
(1) The fund commenced operations on 6/1/99, and returns reflect performance
of the fund from 1/1/00 forward. For the period from 8/1/93 through
6/30/99, returns reflect the performance of the J.P. Morgan Prime Money
Market Fund, a separate feeder fund investing in the same master
portfolio. For the period from 1/1/91 through 7/31/93, returns reflect the
performance of The Pierpont Money Market Fund, the predecessor to the J.P.
Morgan Prime Money Market Fund. These returns reflect lower operating
expenses than those of the fund. The actual expenses of the J.P. Morgan
Prime Money Market Fund as of the year end 11/30/00 are 0.44%. Therefore,
these returns may be lower had it existed during the same period.
(2) The fund's fiscal year end is 11/30.
(3) The fund has a master/feeder structure as described on page 10. This table
shows the fund's expenses and its share of master portfolio expenses for
the past fiscal period, before reimbursement, expressed as a percentage of
the fund's average net assets.
(4) Service organizations (described on page 8) may charge other fees to their
customers who are the beneficial owners of shares in connection with their
customers' accounts. Such fees, if any, may affect the return such
customers realize with respect to their investments.
(5) Reflects an agreement by Morgan Guaranty Trust Company of New York
("Morgan Guaranty"), an affiliate of J.P. Morgan, to reimburse the fund to
the extent total operating expenses exceed 0.70% (excluding interest,
taxes and extraordinary expenses) of the fund's average daily net assets
through 2/28/02.
J.P. MORGAN PRIME MONEY MARKET RESERVES FUND | 3
J.P. MORGAN TREASURY MONEY MARKET
RESERVES FUND
--------------------------------------------------------------------------------
REGISTRANT: J.P. MORGAN INSTITUTIONAL FUNDS
(J.P. MORGAN TREASURY MONEY MARKET RESERVES FUND)
[GRAPHIC] GOAL
The fund's goal is to provide high current income consistent with the
preservation of capital and same-day liquidity. This goal can be changed without
shareholder approval.
[GRAPHIC] INVESTMENT APPROACH
Principal Strategies
The fund purchases securities that offer the highest credit quality and provide
regular income. It invests primarily in U.S. Treasury obligations and repurchase
agreements collateralized by these obligations. Some of these investments may be
purchased on a when-issued or delayed delivery basis. The fund may also invest
in certain bank obligations when Treasury obligations or repurchase agreements
are temporarily unavailable to the fund.
The fund's yield will vary in response to changes in interest rates. How well
the fund's yield compares to the yields of similar money market funds will
depend on the success of the investment process described on page 7.
Principal Risks
While the fund's U.S. Treasury obligations are backed by the full faith and
credit of the federal government, investors should bear in mind that any
repurchase agreements the fund may hold do not have this guarantee (even though
they are fully collateralized by Treasuries), and that in any case, government
guarantees do not extend to shares of the fund itself.
The portion of the fund's income derived from direct investments in U.S.
Treasury obligations may be exempt from state and local personal income taxes.
An investment in the fund is not a deposit of any bank and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency. Although the fund seeks to preserve the value of your investment at $1
per share, it is possible to lose money by investing in the fund.
PORTFOLIO MANAGEMENT
The fund's assets are managed by J.P. Morgan Investment Management Inc., a
subsidiary of J.P. Morgan Chase & Co. J.P. Morgan Chase currently manages
more than $700 billion, including more than $___ billion using similar
strategies as the fund.
The advisor uses a team of portfolio managers and traders to manage the fund.
The portfolio management team is led by John Donohue, vice president, who has
been on the team since its inception, after joining J.P. Morgan in June of 1997
from Goldman Sachs & Co., where he was an Institutional Money Market Portfolio
Manager; and Mark Settles, vice president, who has been on the team since
November 1999 and has been at J.P. Morgan since 1994. Prior to managing this
fund, Mr. Settles was a fixed income trader on J.P. Morgan's New York and London
trading desks. The traders on the team are Donald Clemmenson, vice president,
Gunter Heiland, associate, and Kimberly Weil, each of whom has been on the team
since its inception. Prior to joining J.P. Morgan, Mr. Heiland was a sales
assistant at Salomon Brothers.
--------------------------------------------------------------------------------
Before you invest
Investors considering these funds should understand that:
o There is no assurance that these funds will meet their investment goals
o These funds do not represent complete investment programs
4 | J.P. MORGAN TREASURY MONEY MARKET RESERVES FUND
--------------------------------------------------------------------------------
PERFORMANCE(1) (unaudited)
The bar chart and table shown below provide some indication of the risks of
investing in J.P. Morgan Treasury Money Market Reserves Fund.
The bar chart indicates some of the risks by showing changes in the performance
of the fund's1 shares from year to year for each of the last three calendar
years.
The table indicates some of the risks by showing the fund's average annual
returns for the past one year and life of the fund.
The fund's past performance does not necessarily indicate how the fund will
perform in the future.
-----------------------------
Year-by-year total return (%) Shows changes in returns by calendar year(1),(2)
--------------------------------------------------------------------------------
[The following table was depicted as a bar chart in the printed material.]
J.P. Morgan
Treasury Money Market
Reserves Fund
------------------
1998 5.14
1999 4.64
2000 5.65
o J.P. Morgan Treasury Money Market Reserves Fund(1),(2)
For the period covered by this total return chart, the fund's highest quarterly
return was 1.53% (for the quarter ended 12/31/00); and the lowest quarterly
return was 1.08% (for the quarter ended 3/31/99).
PERFORMANCE (UNAUDITED)
-------------------------------
Average annual total return (%) Shows performance over time, for
periods ended December 31, 2000(2)
--------------------------------------------------------------------------------
Past 1 yr. Life of fund
J.P. Morgan Treasury Money Market
Reserves Fund (after expenses) 5.65 5.22
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
INVESTOR EXPENSES
The expenses of the fund before and after reimbursement are shown at right. The
fund has no redemption, exchange, or account fees, although some institutions
may charge you a fee for shares you buy through them. The annual fund expenses
after reimbursement are deducted from fund assets prior to performance
calculations.
---------------------------------------------
Annual fund operating expenses(3) (%)
(expenses that are deducted from fund assets)
---------------------------------------------
Management fees 0.19
Distribution (Rule 12b-1) fees 0.25
Service fees(4) 0.25
Other expenses 0.21
---------------------------------------------
Total operating expenses 0.90
---------------------------------------------
Fee waiver and
expense reimbursement(5) 0.20
---------------------------------------------
Net expenses(5) 0.70
---------------------------------------------
--------------------------------------------------------------------------------
Expense example(5)
--------------------------------------------------------------------------------
The example below is intended to help you compare the cost of investing in the
fund with the cost of investing in other mutual funds. The example assumes:
$10,000 initial investment, 5% return each year, net expenses for the period
3/1/01 through 2/28/02 and total operating expenses (before reimbursement)
unchanged, and all shares sold at the end of each time period. The example is
for comparison only; the fund's actual return and your actual costs may be
higher or lower.
--------------------------------------------------------------------------------
1 yr. 3 yrs. 5 yrs. 10 yrs.
Your cost($) 72 267 479 1,089
--------------------------------------------------------------------------------
(1) The fund commenced operations on 6/1/99, and returns reflect performance
of the fund from 7/1/99 forward. For the period 7/7/97 through 6/31/99,
returns reflect the performance of the J.P. Morgan Institutional Service
Treasury Money Market Fund. The returns of this predecessor fund reflect
lower operating expenses than those of the fund. Therefore, these returns
are higher than the fund's would have been had it existed during the same
period.
(2) The fund's fiscal year end is 10/31.
(3) The fund has a master/feeder structure as described on page 10. This table
shows the fund's expenses and its share of master portfolio expenses for
the past fiscal period, before reimbursement, expressed as a percentage of
the fund's average net assets.
(4) Service organizations (described on page 8) may charge other fees to their
customers who are the beneficial owners of shares in connection with their
customers' accounts. Such fees, if any, may affect the return such
customers realize with respect to their investments.
(5) Reflects an agreement by Morgan Guaranty Trust Company of New York
("Morgan Guaranty"), an affiliate of J.P. Morgan, to reimburse the fund to
the extent total operating expenses exceed 0.70% (excluding interest,
taxes and extraordinary expenses) of the fund's average daily net assets
through 2/28/02.
J.P. MORGAN TREASURY MONEY MARKET RESERVES FUND | 5
MONEY MARKET MANAGEMENT APPROACH
--------------------------------------------------------------------------------
J.P. MORGAN
Known for its commitment to proprietary research and its disciplined investment
strategies, J.P. Morgan Chase is the asset management choice for many of the
world's most respected corporations, financial institutions, governments, and
individuals. Today, J.P. Morgan Chase employs approximately ___ research
analysts, capital market researchers, portfolio managers and traders around the
world and has more than $700 billion in assets under management, including
assets managed by the funds' advisor, J.P. Morgan Investment Management Inc.
J.P. MORGAN MONEY MARKET RESERVES FUNDS
Each of these funds invests in high-quality short-term debt securities by
investing through a master portfolio (another fund with the same goal). Each
fund accrues dividends daily, pays them to shareholders monthly, and seeks to
maintain a stable $1 share price.
THE SPECTRUM OF MONEY MARKET RESERVES FUNDS
The funds described in this prospectus differ primarily in the types of
securities they hold and in the tax status of the income they offer. The table
below provides an overview of the main types of securities in which each fund
may invest. The distinguishing features of each money market fund are described
in more detail on the preceding pages.
--------------------------------------------------------------------------------
Who May Want to Invest
The funds are designed for investors who:
o want an investment that strives to preserve capital
o want regular income from a high quality portfolio
o want a highly liquid investment
o are looking for an interim investment
o are pursuing a short-term goal
The funds are not designed for investors who:
o are investing for long-term growth
o are investing for high income
o require the added security of the FDIC insurance
Money Market Funds and Stability
Money market funds are subject to a range of federal regulations designed to
promote stability. For example, money market funds must maintain a weighted
average maturity of no more than 90 days, and generally may not invest in any
securities with a remaining maturity of more than 13 months. Keeping the
weighted average maturity this short helps funds in their pursuit of a stable $1
share price.
--------------------------------------------------------------------------------
Primary investments
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Prime Treasury
Money Market Money Market
--------------------------------------------------------------------------------
U.S. Treasuries* o o
--------------------------------------------------------------------------------
U.S. government
agency
instruments o
--------------------------------------------------------------------------------
Domestic &
foreign bank
obligations o
--------------------------------------------------------------------------------
Domestic &
foreign
short-term
corporate
obligations o
--------------------------------------------------------------------------------
Foreign
governments o
--------------------------------------------------------------------------------
Illiquid holdings o
--------------------------------------------------------------------------------
Repurchase
agreements and
reverse repurchase
agreements o o
* Income is generally exempt from state and local income taxes
6 | MONEY MARKET MANAGEMENT APPROACH
--------------------------------------------------------------------------------
MONEY MARKET INVESTMENT PROCESS
While each fund follows its own strategy, the funds as a group share a single
investment philosophy. This philosophy, developed by the funds' advisor,
emphasizes investment quality through in-depth research of short-term securities
and their issuers. This allows each fund to focus on providing current income
without compromising share price stability.
In researching short-term securities, J.P. Morgan's credit analysts enhance the
data furnished by rating agencies by drawing on the insights of J.P. Morgan's
fixed income trading specialists and equity analysts. Only securities highly
rated by independent rating agencies as well as J.P. Morgan's proprietary
ratings system are considered for investment.
In managing the funds described in this prospectus, J.P. Morgan employs a
three-step process that combines maturity determination, sector allocation and
fundamental research for identifying portfolio securities:
[GRAPHIC]
J.P. Morgan uses a disciplined process to
control each fund's sensitivity
to interest rates
Maturity determination Based on analysis of a range of factors, including
current yields, economic forecasts, and anticipated fiscal and monetary
policies, J.P. Morgan establishes the desired dollar weighted average maturity
for each fund within the permissible 90-day range. Controlling weighted average
maturity allows the funds to manage risk, since securities with shorter
maturities are typically less sensitive to interest rate shifts than those with
longer maturities.
[GRAPHIC]
The funds invest across different
sectors for diversification and to
take advantage of yield spreads
Sector allocation Analysis of the yields available in different sectors of the
short-term debt market allows J.P. Morgan to adjust each fund's sector
allocation, with the goal of enhancing current income while also maintaining
diversification across permissible sectors.
[GRAPHIC]
Each fund selects its securities as
described earlier in this prospectus
Security selection Based on the results of the firm's credit research and each
fund's maturity determination and sector allocation, the portfolio managers and
dedicated fixed-income traders make buy and sell decisions according to each
fund's goal and strategy.
MONEY MARKET MANAGEMENT APPROACH | 7
YOUR INVESTMENT
--------------------------------------------------------------------------------
INVESTING THROUGH A SERVICE ORGANIZATION
Prospective investors may only purchase shares of each fund with the assistance
of a service organization. Your service organization is paid by the fund to
assist you in establishing your fund account, executing transactions, and
monitoring your investment. The minimum amount for initial investments in a fund
by a service organization is $10,000,000 and for additional investments $25,000,
although these minimums may be less for some investors. Service organizations
may provide the following services in connection with their customers'
investments in the funds:
o Acting, directly or through an agent, as the sole shareholder of record
o Maintaining account records for customers
o Processing orders to purchase, redeem or exchange shares for customers
o Responding to inquiries from shareholders
o Assisting customers with investment procedures
ACCOUNT AND TRANSACTION POLICIES
Telephone orders The funds accept telephone orders from all shareholders. To
guard against fraud, the funds require shareholders to use a PIN, and may record
telephone orders or take other reasonable precautions. However, if a fund does
take such steps to ensure the authenticity of an order, you may bear any loss if
the order later proves fraudulent.
Exchanges You may exchange shares in these funds for shares in any other J.P.
Morgan Institutional or J.P. Morgan mutual fund at no charge (subject to the
securities laws of your state). When making exchanges, it is important to
observe any applicable minimums. Keep in mind that, for tax purposes, an
exchange is considered a sale.
A fund may alter, limit, or suspend its exchange policy at any time.
Business days and NAV calculations The funds' regular business days are the same
as those of the New York Stock Exchange. The Prime and Treasury Money Market
Funds calculate their net asset value per share (NAV) every business day at 5:00
p.m. eastern time.
Timing of orders Orders to buy or sell shares are executed at the next NAV
calculated after the order has been accepted. Purchase and redemption orders for
each fund must be received by the time NAV is calculated for that fund. For the
purchase to be effective and dividends to be earned on the same day, immediately
available funds must be received by 5:00 p.m. eastern time for Prime and
Treasury Money Market Funds on a fund business day. A fund has the right to
suspend redemption of shares as permitted by law and to postpone payment of
proceeds for up to seven days.
Timing of settlements When you buy shares, you will become the owner of record
when a fund receives your payment.
Redemption orders for each fund received by the respective cut-off times will be
paid in immediately available funds, normally on the same day, according to
instructions on file.
When you sell shares that you recently purchased by check, your order will be
executed at the next NAV but the proceeds will not be available until your check
clears. This may take up to 15 days.
Statements and reports The funds send monthly account statements as well as
confirmations after each purchase or sale of shares (except reinvestments).
Every six months, each fund sends out an annual or semi-annual report containing
information on its holdings and a discussion of recent and anticipated market
conditions and fund performance.
Accounts with below-minimum balances If your account balance falls below the
minimum for 30 days as a result of selling shares (and not because of
performance), the fund reserves the right to request that you buy more shares or
close your account. If your account balance is still below the minimum 60 days
after notification, the fund reserves the right to close out your account and
send the proceeds to the address of record.
8 | YOUR INVESTMENT
--------------------------------------------------------------------------------
DIVIDENDS AND DISTRIBUTIONS
Substantially all income dividends are declared daily and paid monthly. If all
of an investor's shares are redeemed during the month, accrued but unpaid
dividends are paid with the redemption proceeds. Shares of the funds earn
dividends on the business day their purchase is effective, but not on the
business day their redemption is effective.
Dividends and distributions are reinvested in additional fund shares.
Alternatively, you may instruct your financial professional to have them sent to
you by check.
TAX CONSIDERATIONS
In general, selling shares, exchanging shares, and receiving distributions
(whether reinvested or taken in cash) are all taxable events. The transactions
below typically create the following tax liabilities:
--------------------------------------------------------------------------------
Transaction Tax status
Income dividends Ordinary income
Short-term capital gains Ordinary income
distributions
Every January, each fund issues tax information on its distributions for the
previous year.
Any investor for whom a fund does not have a valid taxpayer identification
number will be subject to backup withholding for taxes.
The tax considerations described in this section do not apply to tax-deferred
accounts or other non-taxable entities.
Because each investor's tax circumstances are unique, please consult your tax
professional about your fund investment.
--------------------------------------------------------------------------------
Shareholder Services Agent
Morgan Christiana Center
J.P. Morgan Funds Services - 2/OPS3
500 Stanton Christiana Road
Newark, DE 19713
1-800-766-7722
Representatives are available 8:00 a.m. to 6:00 p.m. eastern
time on fund business days.
YOUR INVESTMENT | 9
FUND DETAILS
--------------------------------------------------------------------------------
MASTER/FEEDER STRUCTURE
As noted earlier, each fund is a series of J.P. Morgan Institutional Funds, a
Massachusetts business trust, and is a "feeder" fund that invests in a master
portfolio. (Except where indicated, this prospectus uses the term "the fund" to
mean the feeder fund and its master portfolio taken together.)
Each master portfolio accepts investments from other feeder funds, and all the
feeders of a given master portfolio bear the portfolio's expenses in proportion
to their assets. However, each feeder can set its own transaction minimums,
fund-specific expenses, and other conditions. This means that one feeder could
offer access to the same master portfolio on more attractive terms, or could
experience better performance, than another feeder. Information about other
feeders is available by calling 1-800-766-7722. Generally, when a master
portfolio seeks a vote, its feeder fund will hold a shareholder meeting and cast
its vote proportionately, as instructed by its shareholders. Fund shareholders
are entitled to one full or fractional vote for each dollar or fraction of a
dollar invested.
Each feeder fund and its master portfolio expect to maintain consistent goals,
but if they do not, the feeder fund will withdraw from the master portfolio,
receiving its assets either in cash or securities. Each feeder fund's trustees
would then consider whether the feeder fund should hire its own investment
adviser, invest in a different master portfolio, or take other action.
MANAGEMENT AND ADMINISTRATION
The feeder funds described in this prospectus and their corresponding master
portfolios are all governed by the same trustees. The trustees are responsible
for overseeing all business activities. The trustees are assisted by Pierpont
Group, Inc., which they own and operate on a cost basis; costs are shared by all
funds governed by these trustees. Funds Distributor Inc., as co-administrator,
along with J.P. Morgan, provides fund officers. J.P. Morgan, as
co-administrator, oversees each fund's other service providers.
J.P. Morgan receives the following fees for investment advisory and other
services:
Advisory services 0.20% of the first $1 billion of
each master portfolio's average
net assets plus 0.10% over
$1 billion
Administrative services Master portfolio's and fund's
(fee shared with Funds pro-rata portions of 0.09% of
Distributor, Inc.) the first $7 billion of average
net assets in J.P. Morgan-
advised portfolios, plus 0.04%
over $7 billion
Shareholder services 0.05% of each fund's
average net assets
Each fund has a service plan which allows it to pay service organizations up to
0.25% of the average net assets of the shares held in the name of the service
organization.
Each fund has adopted a plan under Rule 12b-1 that allows the fund to pay
distribution fees up to 0.25% of each fund's average net assets for the sale and
distribution of its shares. Because these fees are paid out of the fund's assets
on an on-going basis, over time these fees will increase the cost of your
investment and may cost you more than paying other types of sales charges.
J.P. Morgan may also pay fees to certain firms and professionals for providing
recordkeeping or other services in connection with investments in a fund.
10 | FUND DETAILS
--------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
The financial tables are intended to help you understand each fund's financial
performance for the past two fiscal periods. Certain information reflects
financial results for a single fund share. The total returns in the tables
represent the rate that an investor would have earned (or lost) on an investment
in a fund (assuming reinvestment of all dividends and distributions). This
information has been audited by PricewaterhouseCoopers LLP, whose reports, along
with each fund's financial statements, are included in the respective fund's
annual report, which are available upon request.
================================================================================
J.P. MORGAN PRIME MONEY MARKET RESERVES FUND
----------------------------
Per-share data For the fiscal periods ended November 30
-----------------------------------------------------------------------------
1999(1) 2000
Net asset value, beginning of period ($) 1.00 1.00
-----------------------------------------------------------------------------
Income from investment operations:
Net investment income ($) 0.02 0.06
Net realized gain on investment ($) 0.00(2) 0.00(2)
=============================================================================
Total from investment operations ($) 0.02 0.06
-----------------------------------------------------------------------------
Less distributions to shareholders from:
Net investment income ($) (0.02) (0.06)
=============================================================================
Total distributions to shareholders ($) (0.02) (0.06)
-----------------------------------------------------------------------------
Net asset value, end of period ($) 1.00 1.00
-----------------------------------------------------------------------------
Total return (%) 2.35(3) 5.84
-----------------------------------------------------------------------------
----------------------------
Ratios and supplemental data
-----------------------------------------------------------------------------
Net assets, end of period ($ thousands) 171,360 404,501
-----------------------------------------------------------------------------
Ratio to average net assets:
Net expenses (%) 0.70(4) 0.70
---------------------------------------------------------------------------
Net investment income (%) 4.61(4) 5.75
---------------------------------------------------------------------------
Expenses without reimbursement (%) 0.86(4) 0.76
---------------------------------------------------------------------------
(1) The fund commenced operations on 6/1/99.
(2) Less than $0.005.
(3) Not annualized.
(4) Annualized.
================================================================================
J.P. MORGAN TREASURY MONEY MARKET RESERVES FUND
----------------------------
Per-share data For the fiscal periods ended October 31
--------------------------------------------------------------------------------
1999(1) 2000
Net asset value, beginning of period ($) 1.00 1.00
--------------------------------------------------------------------------------
Income from investment operations:
Net investment income ($) 0.02 0.05
Net realized gain (loss) on investment ($) (0.00)(2) (0.00)(2)
================================================================================
Total from investment operations ($) 0.02 0.05
--------------------------------------------------------------------------------
Less distributions to shareholders from:
Net investment income ($) (0.02) (0.05)
================================================================================
Total distributions to shareholders ($) (0.02) (0.05)
--------------------------------------------------------------------------------
Net asset value, end of period ($) 1.00 1.00
--------------------------------------------------------------------------------
Total return (%) 1.82(3) 5.44
--------------------------------------------------------------------------------
Ratios and supplemental data
--------------------------------------------------------------------------------
Net assets, end of period ($ thousands) 88,629 459,957
--------------------------------------------------------------------------------
Ratio to average net assets:
Net expenses (%) 0.70(4) 0.70
-----------------------------------------------------------------------------
Net investment income (%) 4.38(4) 5.63
-----------------------------------------------------------------------------
Expenses without reimbursement (%) 0.94(4) 0.90
-----------------------------------------------------------------------------
(1) The fund commenced operations on 6/1/99.
(2) Less than $0.005.
(3) Not annualized.
(4) Annualized.
FUND DETAILS | 11
--------------------------------------------------------------------------------
FOR MORE INFORMATION
--------------------------------------------------------------------------------
For investors who want more information on these funds, the following documents
are available free upon request:
Annual/Semi-annual Reports Contain financial statements, performance data,
information on portfolio holdings, and a written analysis of market conditions
and fund performance for a fund's most recently completed fiscal year or
half-year.
Statement of Additional Information (SAI) Provides a fuller technical and legal
description of a fund's policies, investment restrictions, and business
structure. This prospectus incorporates each fund's SAI by reference.
Copies of the current versions of these documents, along with other information
about the funds, may be obtained by contacting:
J.P. Morgan Institutional Funds
Morgan Christiana Center
J.P. Morgan Funds Services - 2/ops3
500 Stanton Christiana Road
Newark, DE 19713
Telephone: 1-800-766-7722
Hearing impaired: 1-888-468-4015
Email: JPM_Mutual_Funds@JPMorgan.com
Text-only versions of these documents and this prospectus are available, upon
payment of a duplicating fee, from the Public Reference Room of the Securities
and Exchange Commission in Washington, D.C. (1-202-942-8090)
(publicinfo@sec.gov), or by writing the Public Reference Section of the SEC,
Washington, DC 20549-0102 and may be viewed on-screen or downloaded from the
SEC's Internet site at http://www.sec.gov. The funds' investment company and
1933 Act registration numbers are:
J.P. Morgan Prime Money Market Reserves Fund ........... 811-07342 and 033-54642
J.P. Morgan Treasury Money Market Reserves Fund ........ 811-07342 and 033-54642
J.P. MORGAN INSTITUTIONAL
FUNDS AND THE MORGAN
TRADITION
The J.P. Morgan Institutional Funds combine a heritage of integrity and
financial leadership with comprehensive, sophisticated analysis and management
techniques. Drawing on J.P. Morgan's extensive experience and depth as an
investment manager, the J.P. Morgan Institutional Funds offer a broad array of
distinctive opportunities for mutual fund investors.
JPMorgan
================================================================================
J.P. Morgan Institutional Funds
Advisor Distributor
J.P. Morgan Investment Management Inc. Funds Distributor, Inc.
522 Fifth Avenue 60 State Street
New York, NY 10036 Boston, MA 02109
1-800-766-7722 1-800-221-7930
IMPR13 03/01
J.P. MORGAN INSTITUTIONAL FUNDS
J.P. MORGAN PRIME MONEY MARKET RESERVES FUND
J.P. MORGAN TREASURY MONEY MARKET RESERVES FUND
STATEMENT OF ADDITIONAL INFORMATION
MARCH 1, 2001
THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT A PROSPECTUS, BUT CONTAINS
ADDITIONAL INFORMATION WHICH SHOULD BE READ IN CONJUNCTION WITH THE PROSPECTUS
DATED MARCH 1, 2001 FOR THE FUNDS LISTED ABOVE, AS SUPPLEMENTED FROM TIME TO
TIME. ADDITIONALLY, THIS STATEMENT OF ADDITIONAL INFORMATION INCORPORATES BY
REFERENCE THE FINANCIAL STATEMENTS INCLUDED IN THE SHAREHOLDER REPORTS RELATING
TO THE FUNDS LISTED ABOVE DATED OCTOBER 31, 2000 (FOR THE TREASURY MONEY MARKET
RESERVES FUND) AND NOVEMBER 30, 2000 (FOR THE PRIME MONEY MARKET RESERVES FUND).
THE PROSPECTUS AND THESE FINANCIAL STATEMENTS, INCLUDING THE INDEPENDENT
ACCOUNTANTS' REPORTS THEREON, ARE AVAILABLE, WITHOUT CHARGE, UPON REQUEST FROM
FUNDS DISTRIBUTOR, INC. ATTENTION: J.P. MORGAN INSTITUTIONAL SERVICE FUNDS (800)
221-7930.
Table of Contents
Page
----
GENERAL........................................................................1
INVESTMENT OBJECTIVES AND POLICIES.............................................1
INVESTMENT RESTRICTIONS........................................................7
TRUSTEES, MEMBERS OF THE ADVISORY BOARD AND OFFICERS..........................10
CODES OF ETHICS...............................................................14
INVESTMENT ADVISOR............................................................14
DISTRIBUTOR...................................................................16
CO-ADMINISTRATOR..............................................................16
SERVICES AGENT................................................................17
CUSTODIAN AND TRANSFER AGENT..................................................18
SHAREHOLDER SERVICING.........................................................18
SERVICE ORGANIZATION..........................................................18
DISTRIBUTION PLAN.............................................................19
INDEPENDENT ACCOUNTANTS.......................................................20
EXPENSES......................................................................20
PURCHASE OF SHARES............................................................21
REDEMPTION OF SHARES..........................................................22
EXCHANGE OF SHARES............................................................23
DIVIDENDS AND DISTRIBUTIONS...................................................23
NET ASSET VALUE...............................................................23
PERFORMANCE DATA..............................................................24
PORTFOLIO TRANSACTIONS........................................................25
MASSACHUSETTS TRUST...........................................................27
DESCRIPTION OF SHARES.........................................................27
SPECIAL INFORMATION CONCERNING INVESTMENT STRUCTURE...........................29
TAXES.........................................................................30
ADDITIONAL INFORMATION........................................................32
FINANCIAL STATEMENTS..........................................................33
APPENDIX A...................................................................A-1
GENERAL
This Statement of Additional Information relates only to the J.P. Morgan
Prime Money Market Reserves Fund and the J.P. Morgan Treasury Money Market
Reserves Fund (each, a "Fund" and collectively, the "Funds"). Each Fund is a
series of shares of beneficial interest of the J.P. Morgan Institutional Funds,
an open-end management investment company formed as a Massachusetts business
trust (the "Trust"). In addition to the Funds, the Trust consists of other
series representing separate investment funds (each a "J.P. Morgan Institutional
Fund"). The other J.P. Morgan Institutional Funds are covered by separate
Statements of Additional Information.
This Statement of Additional Information describes the financial history,
investment objective and policies, management and operation of each of the Funds
and provides additional information with respect to the Funds and should be read
in conjunction with the relevant Fund's current Prospectus (the "Prospectus").
Capitalized terms not otherwise defined herein have the meanings accorded to
them in the Prospectus. The Funds' executive offices are located at 60 State
Street, Suite 1300, Boston, Massachusetts 02109.
Unlike other mutual funds which directly acquire and manage their own
portfolio of securities, each Fund seeks to achieve its investment objective by
investing all of its investable assets in a corresponding Master Portfolio (the
"Portfolio"), a corresponding open-end management investment company having the
same investment objective as the Fund. Each Fund invests in a Portfolio through
a two-tier master-feeder investment fund structure. See "Special Information
Concerning Investment Structure."
Each Portfolio is advised by J.P. Morgan Investment Management Inc.
("JPMIM" or the "Advisor").
Investments in a Fund are not deposits or obligations of, or guaranteed or
endorsed by, Morgan Guaranty Trust Company of New York, ("Morgan"), an affiliate
of the Advisor, or any other bank. Shares of a Fund are not federally insured by
the Federal Deposit Insurance Corporation, the Federal Reserve Board, or any
other governmental agency. An investment in a Fund is subject to risk that may
cause the value of the investment to fluctuate, and when the investment is
redeemed, the value may be higher or lower than the amount originally invested
by the investor.
INVESTMENT OBJECTIVES AND POLICIES
The following discussion supplements the information regarding the
investment objective of each Fund and the policies to be employed to achieve the
objective by each Portfolio as set forth in the applicable Prospectus. The
investment objectives of each Fund and the investment objectives of its
corresponding Portfolio are identical. Accordingly, references below to a
Portfolio also include the corresponding Fund; similarly, references to a Fund
also include the corresponding Portfolio unless the context requires otherwise.
J.P. Morgan Prime Money Market Reserves Fund (the "Prime Money Market
Fund") is designed for investors who seek high current income consistent with
the preservation of capital and same-day liquidity from a portfolio of high
quality money market instruments. The Prime Money Market Fund's investment
objective is to maximize current income consistent with the preservation of
capital and same-day liquidity. The Prime Money Market Fund attempts to achieve
this objective by investing all of its investable assets in The Prime Money
Market Portfolio (the "Prime Money Market Portfolio"), a diversified open-end
management investment company having the same investment objective as the Prime
Money Market Fund.
The Prime Money Market Portfolio seeks to achieve its investment objective
by maintaining a dollar-weighted average portfolio maturity of not more than 90
days and by investing in U.S. dollar denominated securities described in this
Statement of Additional Information that meet certain rating criteria, present
minimal credit risk and have effective maturities of not more than thirteen
months. The Portfolio's ability to achieve maximum current income is affected by
its high quality standards. See "Quality and Diversification Requirements."
-1-
J.P. Morgan Treasury Money Market Reserves Fund (the "Treasury Money
Market Fund") is designed for investors who seek high current income consistent
with the preservation of capital and same-day liquidity from a portfolio of high
quality money market instruments. The Treasury Money Market Fund's investment
objective is to provide current income, consistent with the preservation of
capital and same-day liquidity. The Treasury Money Market Fund attempts to
accomplish this objective by investing all of its investable assets in The
Treasury Money Market Portfolio (the "Treasury Money Market Portfolio" and,
together with the Prime Money Market Portfolio, the "Portfolios"), a diversified
open-end management investment company having the same investment objective as
the Treasury Money Market Fund.
The Treasury Money Market Portfolio attempts to achieve its investment
objective by maintaining a dollar-weighted average portfolio maturity of not
more than 90 days and by investing in U.S. Treasury securities and related
repurchase agreement transactions as described in this Statement of Additional
Information that have effective maturities of not more than thirteen months. See
"Quality and Diversification Requirements."
Money Market Instruments
A description of the various types of money market instruments that may be
purchased by the Funds appears below. Also see "Quality and Diversification
Requirements."
U.S. Treasury Securities. Each of the Funds may invest in direct
obligations of the U.S. Treasury, including Treasury bills, notes and bonds, all
of which are backed as to principal and interest payments by the full faith and
credit of the United States.
Additional U.S. Government Obligations. The Prime Money Market Fund may
invest in obligations issued or guaranteed by U.S. Government agencies or
instrumentalities. These obligations may or may not be backed by the "full faith
and credit" of the United States. Securities which are backed by the full faith
and credit of the United States include obligations of the Government National
Mortgage Association, the Farmers Home Administration, and the Export-Import
Bank. In the case of securities not backed by the full faith and credit of the
United States, each Fund must look principally to the federal agency issuing or
guaranteeing the obligation for ultimate repayment and may not be able to assert
a claim against the United States itself in the event the agency or
instrumentality does not meet its commitments. Securities in which each Fund may
invest that are not backed by the full faith and credit of the United States
include, but are not limited to: (i) obligations of the Tennessee Valley
Authority, the Federal Home Loan Mortgage Corporation, the Federal Home Loan
Banks and the U.S. Postal Service, each of which has the right to borrow from
the U.S. Treasury to meet its obligations; (ii) securities issued by the Federal
National Mortgage Association, which are supported by the discretionary
authority of the U.S. Government to purchase the agency's obligations; and (iii)
obligations of the Federal Farm Credit System and the Student Loan Marketing
Association, each of whose obligations may be satisfied only by the individual
credits of the issuing agency.
Foreign Government Obligations. The Prime Money Market Fund, subject to
its applicable investment policies, may also invest in short-term obligations of
foreign sovereign governments or of their agencies, instrumentalities,
authorities or political subdivisions. See "Foreign Investments." These
securities must be denominated in the U.S. dollar.
Bank Obligations. The Prime Money Market Fund, unless otherwise noted in
the Prospectus or below, may invest in negotiable certificates of deposit, time
deposits and bankers' acceptances of (i) banks, savings and loan associations
and savings banks which have more than $2 billion in total assets and are
organized under the laws of the United States or any state, (ii) foreign
branches of these banks or of foreign banks of equivalent size (Euros) and (iii)
U.S. branches of foreign banks of equivalent size (Yankees). The Prime Money
Market Fund will not invest in obligations for which the Advisor, or any of its
affiliated persons, is the ultimate obligor or accepting bank. The Prime Money
Market Fund may also invest in obligations of international banking institutions
designated or
-2-
supported by national governments to promote economic reconstruction,
development or trade between nations (e.g., the European Investment Bank, the
Inter-American Development Bank, or the World Bank).
Commercial Paper. The Prime Money Market Fund may invest in commercial
paper, including master demand obligations. Master demand obligations are
obligations that provide for a periodic adjustment in the interest rate paid and
permit daily changes in the amount borrowed. Master demand obligations are
governed by agreements between the issuer and Morgan acting as agent, for no
additional fee. The monies loaned to the borrower come from accounts managed by
Morgan or its affiliates, pursuant to arrangements with such accounts. Interest
and principal payments are credited to such accounts. Morgan, an affiliate of
the Advisor, has the right to increase or decrease the amount provided to the
borrower under an obligation. The borrower has the right to pay without penalty
all or any part of the principal amount then outstanding on an obligation
together with interest to the date of payment. Since these obligations typically
provide that the interest rate is tied to the Federal Reserve commercial paper
composite rate, the rate on master demand obligations is subject to change.
Repayment of a master demand obligation to participating accounts depends on the
ability of the borrower to pay the accrued interest and principal of the
obligation on demand which is continuously monitored by Morgan. Since master
demand obligations typically are not rated by credit rating agencies, the Prime
Money Market Fund may invest in such unrated obligations only if at the time of
an investment the obligation is determined by the Advisor to have a credit
quality which satisfies the Prime Money Market Fund's quality restrictions. See
"Quality and Diversification Requirements." Although there is no secondary
market for master demand obligations, such obligations are considered by the
Prime Money Market Fund to be liquid because they are payable upon demand. The
Prime Money Market Fund does not have any specific percentage limitation on
investments in master demand obligations. It is possible that the issuer of a
master demand obligation could be a client of Morgan to whom Morgan, in its
capacity as a commercial bank, has made a loan.
Asset-backed Securities. The Prime Money Market Fund may also invest in
securities generally referred to as asset-backed securities, which directly or
indirectly represent a participation interest in, or are secured by and payable
from, a stream of payments generated by particular assets, such as motor vehicle
or credit card receivables or other asset-backed securities collateralized by
such assets. Asset-backed securities provide periodic payments that generally
consist of both interest and principle payments. Consequently, the life of an
asset-backed security varies with the prepayment experience of the underlying
obligations. Payments of principal and interest may be guaranteed up to certain
amounts and for a certain time period by a letter of credit issued by a
financial institution unaffiliated with the entities issuing the securities. The
asset-backed securities in which a Fund may invest are subject to the Fund's
overall credit requirements. However, asset-backed securities, in general, are
subject to certain risks. Most of these risks are related to limited interests
in applicable collateral. For example, credit card debt receivables are
generally unsecured and the debtors are entitled to the protection of a number
of state and federal consumer credit laws, many of which give such debtors the
right to set off certain amounts on credit card debt thereby reducing the
balance due. Additionally, if the letter of credit is exhausted, holders of
asset-backed securities may also experience delays in payments or losses if the
full amounts due on underlying sales contracts are not realized. Because
asset-backed securities are relatively new, the market experience in these
securities is limited and the market's ability to sustain liquidity through all
phases of the market cycle has not been tested.
Repurchase Agreements. Each of the Funds may enter into repurchase
agreements with brokers, dealers or banks that meet the Advisor's credit
guidelines. In a repurchase agreement, a Fund buys a security from a seller that
has agreed to repurchase the same security at a mutually agreed upon date and
price. The resale price normally is in excess of the purchase price, reflecting
an agreed upon interest rate. This interest rate is effective for the period of
time the Fund is invested in the agreement and is not related to the coupon rate
on the underlying security. A repurchase agreement may also be viewed as a fully
collateralized loan of money by a Fund to the seller. The period of these
repurchase agreements will usually be short, from overnight to one week, and at
no time will any Fund invest in repurchase agreements for more than thirteen
months. The securities which are subject to repurchase agreements, however, may
have maturity dates in excess of thirteen months from the effective date of the
repurchase agreement. The Treasury Money Market Fund will only enter into
repurchase agreements involving U.S. Treasury securities. The Funds will always
receive securities as collateral whose market value is, and during the entire
term of
-3-
the agreement remains, at least equal to 100% of the dollar amount invested by
the Funds in each agreement plus accrued interest, and the Funds will make
payment for such securities only upon physical delivery or upon evidence of book
entry transfer to the account of the Custodian. Each Fund will be fully
collateralized within the meaning of paragraph (a)(4) of Rule 2a-7 under the
Investment Company Act of 1940, as amended (the "1940 Act"). If the seller
defaults, a Fund might incur a loss if the value of the collateral securing the
repurchase agreement declines and might incur disposition costs in connection
with liquidating the collateral. In addition, if bankruptcy proceedings are
commenced with respect to the seller of the security, realization upon disposal
of the collateral by a Fund may be delayed or limited.
The Prime Money Market Fund may make investments in other debt securities
with remaining effective maturities of not more than thirteen months, including,
without limitation, corporate and foreign bonds and other obligations described
in the Prospectus or this Statement of Additional Information.
Foreign Investments
The Prime Money Market Fund may invest in certain foreign securities. All
investments must be U.S. dollar-denominated. Investment in securities of foreign
issuers and in obligations of foreign branches of domestic banks involves
somewhat different investment risks from those affecting securities of U.S.
domestic issuers. There may be limited publicly available information with
respect to foreign issuers, and foreign issuers are not generally subject to
uniform accounting, auditing and financial standards and requirements comparable
to those applicable to domestic companies. Any foreign commercial paper must not
be subject to foreign withholding tax at the time of purchase.
Investors should realize that the value of the Fund's investments in
foreign securities may be adversely affected by changes in political or social
conditions, diplomatic relations, confiscatory taxation, expropriation,
nationalization, limitation on the removal of funds or assets, or imposition of
(or change in) exchange control or tax regulations in those foreign countries.
In addition, changes in government administrations or economic or monetary
policies in the United States or abroad could result in appreciation or
depreciation of portfolio securities and could favorably or unfavorably affect
the Fund's operations. Furthermore, the economies of individual foreign nations
may differ from the U.S. economy, whether favorably or unfavorably, in areas
such as growth of gross national product, rate of inflation, capital
reinvestment, resource self-sufficiency and balance of payments position; it may
also be more difficult to obtain and enforce a judgment against a foreign
issuer. Any foreign investments made by the Fund must be made in compliance with
U.S. and foreign currency restrictions and tax laws restricting the amounts and
types of foreign investments.
Additional Investments
Municipal Bonds. The Prime Money Market Fund may invest in municipal bonds
issued by or on behalf of states, territories and possessions of the United
States and the District of Columbia and their Political subdivisions, agencies,
authorities and instrumentalities. The Prime Money Market Fund may also invest
in municipal notes of various types, including notes issued in anticipation of
receipt of taxes, the proceeds of the sale of bonds, other revenues or grant
proceeds, as well as municipal commercial paper and municipal demand obligations
such as variable rate demand notes and master demand obligations. These
municipal bonds and notes will be taxable securities; income generated from
these investments will be subject to federal, state and local taxes.
When-Issued and Delayed Delivery Securities. Each of the Funds may
purchase securities on a when-issued or delayed delivery basis. For example,
delivery of and payment for these securities can take place a month or more
after the date of the purchase commitment. The purchase price and the interest
rate payable, if any, on the securities are fixed on the purchase commitment
date or at the time the settlement date is fixed. The value of such securities
is subject to market fluctuation and for money market instruments and other
fixed income securities, no interest accrues to a Fund until settlement takes
place. At the time a Fund makes the commitment to purchase securities on a
when-issued or delayed delivery basis, it will record the transaction, reflect
the value each day of such securities in determining its net asset value and, if
applicable, calculate the maturity for the purposes of average
-4-
maturity from that date. At the time of settlement a when-issued security may be
valued at less than the purchase price. To facilitate such acquisitions, each
Fund will maintain with the Custodian a segregated account with liquid assets,
consisting of cash, U.S. Government securities or other appropriate securities,
in an amount at least equal to such commitments. On delivery dates for such
transactions, each Fund will meet its obligations from maturities or sales of
the securities held in the segregated account and/or from cash flow. If a Fund
chooses to dispose of the right to acquire a when-issued security prior to its
acquisition, it could, as with the disposition of any other portfolio
obligation, incur a gain or loss due to market fluctuation. Also, a Fund may be
disadvantaged if the other party to the transactions defaults.
Investment Company Securities. Securities of other investment companies
may be acquired by each of the Funds and their corresponding Portfolios to the
extent permitted under the 1940 Act or any order pursuant thereto. These limits
currently require that, as determined immediately after a purchase is made, (i)
not more than 5% of the value of a Fund's total assets will be invested in the
securities of any one investment company, (ii) not more than 10% of the value of
its total assets will be invested in the aggregate in securities of investment
companies as a group, and (iii) not more than 3% of the outstanding voting stock
of any one investment company will be owned by a Fund, provided however, that a
Fund may invest all of its investable assets in an open-end investment company
that has the same investment objective as the Fund (its corresponding
Portfolio). As a shareholder of another investment company, a Fund or Portfolio
would bear, along with other shareholders, its pro rata portion of the other
investment company's expenses, including advisory fees. These expenses would be
in addition to the advisory and other expenses that a Fund or Portfolio bears
directly in connection with its own operations.
Reverse Repurchase Agreements. Each of the Funds may enter into reverse
repurchase agreements. In a reverse repurchase agreement, a Fund sells a
security and agrees to repurchase the same security at a mutually agreed upon
date and price reflecting the interest rate effective for the term of the
agreement. For purposes of the 1940 Act a reverse repurchase agreement is also
considered as the borrowing of money by the Fund and, therefore, a form of
leverage. Leverage may cause any gains or losses for a Fund to be magnified. The
Funds will invest the proceeds of borrowings under reverse repurchase
agreements. In addition, except for liquidity purposes, a Fund will enter into a
reverse repurchase agreement only when the expected return from the investment
of the proceeds is greater than the expense of the transaction. A Fund will not
invest the proceeds of a reverse repurchase agreement for a period which exceeds
the duration of the reverse repurchase agreement. Each Fund will establish and
maintain with the custodian a separate account with a segregated portfolio of
securities in an amount at least equal to its purchase obligations under its
reverse repurchase agreements. All forms of borrowing (including reverse
repurchase agreements and securities lending) are limited in aggregate and may
not exceed 33-1/3% of the Funds' total assets.
Loans of Portfolio Securities. Each of the Funds may lend its securities
if such loans are secured continuously by cash or equivalent collateral or by a
letter of credit in favor of the Fund at least equal at all times to 100% of the
market value of the securities loaned, plus accrued interest. While such
securities are on loan, the borrower will pay the Fund any income accruing
thereon. Loans will be subject to termination by the Funds in the normal
settlement time, generally three business days after notice, or by the borrower
on one day's notice. Borrowed securities must be returned when the loan is
terminated. Any gain or loss in the market price of the borrowed securities
which occurs during the term of the loan inures to a Fund and its respective
investors. The Funds may pay reasonable finders' and custodial fees in
connection with a loan. In addition, a Fund will consider all facts and
circumstances including the creditworthiness of the borrowing financial
institution, and no Fund will make any loans in excess of one year. The risks to
each Fund with respect to borrowers of its portfolio securities are similar to
the risks to the Funds with respect to sellers in repurchase agreement
transactions. See "Repurchase Agreements". The Funds will not lend their
securities to any officer, Trustee, Member of the Advisory Board, Director,
employee or other affiliate of the Funds, the Advisor or the Distributor, unless
otherwise permitted by applicable law. All forms of borrowing (including reverse
repurchase agreements and securities lending) are limited in aggregate and may
not exceed 33-1/3% of the Funds' total assets.
Illiquid Investments, Privately Placed and Certain Unregistered
Securities. The Prime Money Market Fund may invest in privately placed,
restricted, Rule 144A or other unregistered securities. It may not acquire any
-5-
illiquid holdings if, as a result thereof, more than 10% of its net assets would
be in illiquid investments. Subject to this fundamental policy limitation, the
Fund may acquire investments that are illiquid or have limited liquidity, such
as private placements or investments that are not registered under the
Securities Act of 1933, as amended (the "1933 Act") and cannot be offered for
public sale in the United States without first being registered under the 1933
Act. An illiquid investment is any investment that cannot be disposed of within
seven days in the normal course of business at approximately the amount at which
it is valued by the Fund. The price the Fund pays for illiquid securities or
receives upon resale may be lower than the price paid or received for similar
securities with a more liquid market. Accordingly the valuation of these
securities will reflect any limitations on their liquidity.
The Prime Money Market Fund may also purchase Rule 144A securities sold to
institutional investors without registration under the 1933 Act. These
securities may be determined to be liquid in accordance with guidelines
established by the Advisor and approved by the Trustees. The Trustees will
monitor the Advisor's implementation of these guidelines on a periodic basis.
As to illiquid investments, a Fund is subject to a risk that should the
Fund decide to sell them when a ready buyer is not available at a price the Fund
deems representative of their value, the value of the Fund's net assets could be
adversely affected. Where an illiquid security must be registered under the 1933
Act, before it may be sold, a Fund may be obligated to pay all or part of the
registration expenses, and a considerable period may elapse between the time of
the decision to sell and the time the Fund may be permitted to sell a security
under an effective registration statement. If, during such a period, adverse
market conditions were to develop, a Fund might obtain a less favorable price
than prevailed when it decided to sell.
Synthetic Instruments. The Prime Money Market Fund may invest in certain
synthetic instruments. Such instruments generally involve the deposit of
asset-backed securities in a trust arrangement and the issuance of certificates
evidencing interests in the trust. The certificates are generally sold in
private placements in reliance on Rule 144A. The Advisor will review the
structure of synthetic instruments to identify credit and liquidity risks and
will monitor those risks. See "Illiquid Investments, Privately Placed and
Certain Unregistered Securities".
Quality and Diversification Requirements
Each of the Funds intends to meet the diversification requirements of the
1940 Act. Current 1940 Act requirements require that with respect to 75% of the
assets of each Fund are subject to the following fundamental limitations: (1)
the Fund may not invest more than 5% of its total assets in the securities of
any one issuer, except obligations of the U.S. Government, its agencies and
instrumentalities, and (2) the Fund may not own more than 10% of the outstanding
voting securities of any one issuer. As for the other 25% of the Fund's assets
not subject to the limitation described above, there is no limitation on
investment of these assets under the 1940 Act, so that all of such assets may be
invested in securities of any one issuer. Investments not subject to the
limitations described above could involve an increased risk to a Fund should an
issuer, or a state or its related entities, be unable to make interest or
principal payments or should the market value of such securities decline.
At the time any of the Funds invest in any taxable commercial paper,
master demand obligation, bank obligation or repurchase agreement, the issuer
must have outstanding debt rated A or higher by Moody's or Standard & Poor's,
the issuer's parent corporation, if any, must have outstanding commercial paper
rated Prime-1 by Moody's or A-1 by Standard & Poor's, or if no such ratings are
available, the investment must be of comparable quality in Morgan's opinion.
Prime Money Market Fund. In order to achieve its investment objective and
maintain a stable net asset value, the Prime Money Market Fund will (i) limit
its investment in the securities (other than U.S. Government securities) of any
one issuer to no more than 5% of its assets, measured at the time of purchase,
except for investments held for not more than three business days; and (ii)
limit investments to securities that present minimal credit risks and securities
(other than U.S. Government securities) that are rated within the highest
short-term rating category by at least two nationally recognized statistical
rating organizations ("NRSROs") or by the only NRSRO
-6-
that has rated the security. Securities which originally had a maturity of over
one year are subject to more complicated, but generally similar rating
requirements. A description of illustrative credit ratings is set forth in
"Appendix A." The Fund may also purchase unrated securities that are of
comparable quality to the rated securities described above. Additionally, if the
issuer of a particular security has issued other securities of comparable
priority and security and which have been rated in accordance with (ii) above,
that security will be deemed to have the same rating as such other rated
securities.
In addition, the Board of Trustees has adopted procedures which (i)
require the Board of Trustees to approve or ratify purchases by the Fund of
securities (other than U.S. Government securities) that are unrated;(ii) require
the Fund to maintain a dollar-weighted average portfolio maturity of not more
than 90 days and to invest only in securities with a remaining maturity of not
more than thirteen months; and (iii) require the Fund, in the event of certain
downgradings of or defaults on portfolio holdings, to dispose of the holding,
subject in certain circumstances to a finding by the Trustees that disposing of
the holding would not be in the Fund's best interest.
Treasury Money Market Fund. In order to achieve its investment objective
and maintain a stable net asset value, the Treasury Money Market Fund will limit
its investments to direct obligations of the U.S. Treasury, including Treasury
bills, notes and bonds, and related repurchase agreement transactions, each
having a remaining maturity of not more than thirteen months at the time of
purchase and will maintain a dollar-weighted average portfolio maturity of not
more than 90 days.
INVESTMENT RESTRICTIONS
The investment restrictions of each Fund and its corresponding Portfolio
are identical, unless otherwise specified. Accordingly, references below to a
Fund also include the Fund's corresponding Portfolio unless the context requires
otherwise; similarly, references to a Portfolio also include its corresponding
Fund unless the context requires otherwise.
The investment restrictions below have been adopted by the Trust with
respect to each Fund and, except as noted, by each corresponding Portfolio.
Except where otherwise noted, these investment restrictions are "fundamental"
policies which, under the 1940 Act, may not be changed without the vote of a
majority of the outstanding voting securities of the Fund or Portfolio, as the
case may be. A "majority of the outstanding voting securities" is defined in the
1940 Act as the lesser of (a) 67% or more of the voting securities present at a
meeting if the holders of more than 50% of the outstanding voting securities are
present or represented by proxy, or (b) more than 50% of the outstanding voting
securities. The percentage limitations contained in the restrictions below apply
at the time of the purchase of securities. Whenever a Fund is requested to vote
on a change in the fundamental investment restrictions of its corresponding
Portfolio, the Trust will hold a meeting of Fund shareholders and will cast its
votes as instructed by the Fund's shareholders.
The Prime Money Market Fund and its corresponding Portfolio:
1. May not make any investment inconsistent with the Fund's classification as a
diversified investment company under the Investment Company Act of 1940;
2. May not purchase any security which would cause the Fund to concentrate its
investments in the securities of issuers primarily engaged in any particular
industry except as permitted by the SEC. This restriction does not apply to
instruments considered to be domestic bank money market instruments;
3. May not issue senior securities, except as permitted under the Investment
Company Act of 1940 or any rule, order or interpretation thereunder;
4. May not borrow money, except to the extent permitted by applicable law;
-7-
5. May not underwrite securities of other issuers, except to the extent that the
Fund, in disposing of portfolio securities, may be deemed an underwriter within
the meaning of the 1933 Act;
6. May not purchase or sell real estate, except that, to the extent permitted by
applicable law, the Fund may (a) invest in securities or other instruments
directly or indirectly secured by real estate, and (b) invest in securities or
other instruments issued by issuers that invest in real estate;
7. May not purchase or sell commodities or commodity contracts unless acquired
as a result of ownership of securities or other instruments issued by persons
that purchase or sell commodities or commodities contracts; but this shall not
prevent the Fund from purchasing, selling and entering into financial futures
contracts (including futures contracts on indices of securities, interest rates
and currencies), options on financial futures contracts (including futures
contracts on indices of securities, interest rates and currencies), warrants,
swaps, forward contracts, foreign currency spot and forward contracts or other
derivative instruments that are not related to physical commodities; and
8. May make loans to other persons, in accordance with the Fund's investment
objective and policies and to the extent permitted by applicable law.
The Treasury Money Market Fund may not:
1. Enter into reverse repurchase agreements which together with any other
borrowing exceed in the aggregate one-third of the market value of the Fund's or
the Portfolio's total assets, less liabilities other than the obligations
created by reverse repurchase agreements;
2. Borrow money, except in amounts not to exceed one third of the Fund's total
assets (including the amount borrowed) less liabilities (other than borrowings)
(i) from banks for temporary or short-term purposes or for the clearance of
transactions, (ii) in connection with the redemption of Fund shares or to
finance failed settlements of portfolio trades without immediately liquidating
portfolio securities or other assets, (iii) in order to fulfill commitments or
plans to purchase additional securities pending the anticipated sale of other
portfolio securities or assets and (iv) pursuant to reverse repurchase
agreements entered into by the Fund.(1)
3. Purchase the securities or other obligations of any one issuer if,
immediately after such purchase, more than 5% of the value of the Fund's or the
Portfolio's total assets would be invested in securities or other obligations of
any one such issuer; provided, however, that the Fund may invest all or part of
its investable assets in an open-end management investment company with the same
investment objective and restrictions as the Fund. This limitation also shall
not apply to issues of the U.S. Government and repurchase agreements related
thereto;
4. Purchase the securities or other obligations of issuers conducting their
principal business activity in the same industry if, immediately after such
purchase, the value of its investment in such industry would exceed 25% of the
value of the Fund's or the Portfolio's total assets; provided, however, that the
Fund may invest all or part of its assets in an open-end management investment
company with the same investment objective and restrictions as the Fund. For
purposes of industry concentration, there is no percentage limitation with
respect to investments in U.S. Government securities and repurchase agreements
related thereto;
5. Make loans, except through purchasing or holding debt obligations, repurchase
agreements, or loans of portfolio securities in accordance with the Fund's or
the Portfolio's investment objective and policies (see "Investment Objectives
and Policies");
--------
(1) Although the Fund is permitted to fulfill plans to purchase additional
securities pending the anticipated sale of other portfolio securities or assets,
the Fund has no current intention of engaging in this form of leverage.
-8-
6. Purchase or sell puts, calls, straddles, spreads, or any combination thereof,
real estate, commodities, or commodity contracts or interests in oil, gas, or
mineral exploration or development programs;
7. Purchase securities on margin, make short sales of securities, or maintain a
short position, provided that this restriction shall not be deemed to be
applicable to the purchase or sale of when-issued securities or of securities
for delivery at a future date;
8. Acquire securities of other investment companies, except as permitted by the
1940 Act or in connection with a merger, consolidation, reorganization,
acquisition of assets or an offer of exchange; provided, however, that nothing
in this investment restriction shall prevent the Trust from investing all or
part of the Fund's assets in an open-end management investment company with the
same investment objective and restrictions as the Fund;
9. Act as an underwriter of securities; or
10. Issue senior securities, except as may otherwise be permitted by the
foregoing investment restrictions or under the 1940 Act or any rule, order or
interpretation thereunder.
The Treasury Money Market Fund's Portfolio has adopted substantially
similar fundamental investment restrictions, except investment restrictions
numbered 7 and 8 above are non-fundamental at the Portfolio level. Any
differences are not expected to materially impact portfolio management.
Non-Fundamental Investment Restrictions - Prime Money Market Fund. The
investment restrictions described below are not fundamental policies of the
Funds and their corresponding Portfolios and may be changed by their Trustees.
These non-fundamental investment policies require that the Funds and their
corresponding Portfolios:
(i) May not acquire any illiquid securities, such as repurchase agreements
with more than seven days to maturity or fixed time deposits with a
duration of over seven calendar days, if as a result thereof, more than
10% of the market value of the Fund's total assets would be in investments
which are illiquid;
(ii) May not purchase securities on margin, make short sales of securities, or
maintain a short position, provided that this restriction shall not be
deemed to be applicable to the purchase or sale of when-issued or delayed
delivery securities.
(iii) May not acquire securities of other investment companies, except as
permitted by the 1940 Act or any order pursuant thereto.
(iv) The Prime Money Market Fund may not borrow money, except from banks for
extraordinary or emergency purposes and then only in amounts not to exceed
10% of the value of the Fund's total assets, taken at cost, at the time of
such borrowing. Mortgage, pledge, or hypothecate any assets except in
connection with any such borrowing and in amounts not to exceed 10% of the
value of the Fund's net assets at the time of such borrowing. The Fund
will not purchase securities while borrowings exceed 5% of the Fund's
total assets; provided, however, that the Fund may increase its interest
in an open-end management investment company with the same investment
objective and restrictions as the Fund while such borrowings are
outstanding. This borrowing provision is included to facilitate the
orderly sale of portfolio securities, for example, in the event of
abnormally heavy redemption requests, and is not for investment purposes
and shall not apply to reverse repurchase agreements.
-9-
Non-Fundamental Investment Restrictions - Treasury Money Market Fund. The
investment restriction described below is not a fundamental policy of the Fund
or the Portfolio and may be changed by their respective Trustees. This
non-fundamental investment policy requires that Fund may not:
(i) acquire any illiquid securities, such as repurchase agreements with more
than seven days to maturity or fixed time deposits with a duration of over seven
calendar days, if as a result thereof, more than 10% of the Fund's net assets
would be in investments that are illiquid.
There will be no violation of any investment restriction if that
restriction is complied with at the time the relevant action is taken
notwithstanding a later change in market value of an investment, in net or total
assets, in the securities rating of the investment, or any other later change.
For purposes of fundamental investment restrictions regarding industry
concentration, the Advisor may classify issuers by industry in accordance with
classifications set forth in the Directory of Companies Filing Annual Reports
With The Securities and Exchange Commission or other sources. In the absence of
such classification or if the Advisor determines in good faith based on its own
information that the economic characteristics affecting a particular issuer make
it more appropriately considered to be engaged in a different industry, the
Advisor may classify accordingly. For instance, personal credit finance
companies and business credit finance companies are deemed to be separate
industries and wholly owned finance companies are considered to be in the
industry of their parents if their activities are primarily related to financing
the activities of their parents.
TRUSTEES, MEMBERS OF THE ADVISORY BOARD AND OFFICERS
Trustees
The mailing address of the Trustees of the Trust, who are also the
Trustees of each of the Portfolios and the other Master Portfolios, as defined
below, their names, principal occupations during the past five years and dates
of birth are set forth below. The mailing address is c/o Pierpont Group, Inc.,
461 Fifth Avenue, New York, New York 10017.
Frederick S. Addy -- Trustee; Retired; Former Executive Vice President and
Chief Financial Officer, Amoco Corporation. His date of birth is January 1,
1932.
William G. Burns -- Trustee; Retired; Former Vice Chairman and Chief
Financial Officer, NYNEX. His date of birth is November 2, 1932.
Arthur C. Eschenlauer -- Trustee; Retired; Former Senior Vice President,
Morgan Guaranty Trust Company of New York. His date of birth is May 23, 1934.
-10-
Matthew Healey* -- Trustee; Chairman and Chief Executive Officer;
Chairman, Pierpont Group, Inc. ("Pierpont Group") since prior to 1996. His date
of birth is August 23, 1937.
Michael P. Mallardi -- Trustee; Retired; Prior to April 1996, Senior Vice
President, Capital Cities/ABC, Inc. and President, Broadcast Group. His date of
birth is March 17, 1934.
A majority of the disinterested Trustees have adopted written procedures
reasonably appropriate to deal with potential conflicts of interest arising from
the fact that the same individuals are Trustees of the Trust, each of the
Portfolios and the J.P. Morgan Institutional Funds up to and including creating
a separate board of trustees.
Each Trustee is currently paid an annual fee of $75,000 for serving as
Trustee of the Trust, each of the Master Portfolios (as defined below), the J.P.
Morgan Institutional Funds and J.P. Morgan Series Trust and is reimbursed for
expenses incurred in connection with service as a Trustee. The Trustees may hold
various other directorships unrelated to these funds.
Trustee compensation expenses paid by the Trust for the calendar year
ended December 31, 2000 are set forth below.
<TABLE>
<CAPTION>
TOTAL TRUSTEE COMPENSATION
ACCRUED BY THE MASTER
AGGREGATE TRUSTEE PORTFOLIOS(1), J.P. MORGAN
COMPENSATION FUNDS, J.P. MORGAN SERIES
PAID BY THE TRUST AND THE TRUST DURING
NAME OF TRUSTEE TRUST DURING 2000 2000(2)
--------------- ----------------- ---------------------------
<S> <C> <C>
Frederick S. Addy, Trustee $23,538 $75,000
William G. Burns, Trustee $23,538 $75,000
Arthur C. Eschenlauer, Trustee $23,538 $75,000
Matthew Healey, Trustee(3),
Chairman and Chief Executive
Officer $23,538 $75,000
Michael P. Mallardi, Trustee $23,538 $75,000
</TABLE>
(1) Includes the Portfolios and 17 other portfolios (collectively, the
"Master Portfolios") for which JPMIM acts as investment adviser.
(2) No investment company within the fund complex has a pension or
retirement plan. Currently there are 22 investment companies (composed of
19 investment companies comprising the Master Portfolios, the J.P. Morgan
Funds, the Trust and J.P. Morgan Series Trust) in the fund complex.
(3) During 2000, Pierpont Group, Inc. paid Mr. Healey, in his role as
Chairman of Pierpont Group, Inc., compensation in the amount of $200,000,
contributed $25,500 to a defined contribution plan on his behalf and paid
$18,400 in insurance premiums for his benefit.
The Trustees decide upon general policies and are responsible for
overseeing the Trust's and Portfolio's business affairs. Each of the Portfolios
and the Trust has entered into a Fund Services Agreement with Pierpont Group,
Inc. to assist the Trustees in exercising their overall supervisory
responsibilities over the affairs of the Portfolios and the Trust. Pierpont
Group, Inc. was organized in July 1989 to provide services for The Pierpont
Family of Funds (now the J.P. Morgan Family of Funds), and the Trustees are the
equal and sole shareholders of Pierpont Group, Inc. The Trust and the Portfolios
have agreed to pay Pierpont Group, Inc. a fee that is equal to the Trust's and
Portfolio's allocated share of Pierpont Group, Inc.'s reasonable costs in
performing these services to the Trust, the Portfolios and certain other
registered investment companies subject to similar agreements with Pierpont
Group, Inc. These costs are periodically reviewed by the Trustees. The principal
offices of Pierpont Group, Inc. are located at 461 Fifth Avenue, New York, New
York 10017.
----------
* Mr. Healey is an "interested person" (as defined in the 1940 Act) of the Trust
-11-
The aggregate fees paid to Pierpont Group, Inc. by each Fund and its
corresponding Portfolio during the indicated fiscal periods are set forth below:
The Prime Money Market Reserves Fund -- For the period June 1, 1999
(commencement of operations) through November 30, 1999 and for the fiscal year
ended November 30, 2000: $1,203 and $4,613, respectively.
The Prime Money Market Portfolio -- For the fiscal years ended November 30,
1998, 1999 and 2000: $173,032, $228,328 and $268,198, respectively.
The Treasury Money Market Reserves Fund -- For the period June 1, 1999
(commencement of operations) through October 31, 1999 and for the fiscal year
ended October 31, 2000: $551 and $3,493, respectively.
The Treasury Money Market Portfolio -- For the fiscal years ended October 31,
1998, 1999 and 2000: $15,548, $17,351 and $16,550, respectively.
Members of the Advisory Board
The Trustees determined as of January 26, 2000 to establish an advisory
board and appoint four members ("Members of the Advisory Board") thereto. Each
member serves at the pleasure of the Trustees. The advisory board is distinct
from the Trustees and provides advice to the Trustees as to investment,
management and operations of the Trust; but has no power to vote upon any matter
put to a vote of the Trustees. The advisory board and the members thereof also
serve each of the Trusts and the Master Portfolios. The creation of the Advisory
Board and the appointment of the members thereof was designed (i) so that the
Board of Trustees will continuously consist of persons able to assume the duties
of Trustees and be fully familiar with the business and affairs of each of the
Trusts and the Master Portfolios, in anticipation of the current Trustees
reaching the mandatory retirement age of seventy and (ii) with the intention
that the Members of the Advisory Board held be proposed for election as Trustees
at a shareholder meeting to be held prior to the retirement. Each member of the
Advisory Board is paid an annual fee of $75,000 for serving in this capacity for
the Trust, each of the Master Portfolios, the J.P. Morgan Funds and the J.P.
Morgan Series Trust and is reimbursed for expenses incurred in connection for
such service. The members of the Advisory Board may hold various other
directorships unrelated to these funds. The mailing address of the Members of
the Advisory Board is c/o Pierpont Group, Inc., 461 Fifth Avenue, New York, New
York 10017. Their names, principal occupations during the past five years and
dates of birth are set forth below:
Ann Maynard Gray - Former President, Diversified Publishing Group and Vice
President, Capital Cities/ABC, Inc. Her date of birth is August 22, 1945.
John R. Laird -- Retired; Former Chief Executive Officer, Shearson Lehman
Brothers and The Boston Company. His date of birth is June 21, 1942.
Gerard P. Lynch** -- Retired; Former Managing Director, Morgan Stanley
Group and President and Chief Operating Officer, Morgan Stanley Services, Inc.
His date of birth is October 5, 1936.
James J. Schonbachler -- Retired; Prior to September, 1998, Managing
Director, Bankers Trust Company and Chief Executive Officer and Director,
Bankers Trust A.G., Zurich and BT Brokerage Corp. His date of birth is January
26, 1943.
Officers
----------
** Mr. Lynch may be deemed an "interest person" (as defined in the 1940 Act) of
the Advisor due to his son's affiliation with an affiliate.
-12-
The Trust's and Portfolios' executive officers (listed below), other than
the Chief Executive Officer, are provided and compensated by Funds Distributor,
Inc. ("FDI"), a wholly owned indirect subsidiary of Boston Institutional Group,
Inc. The officers conduct and supervise the business operations of the Trust and
the Portfolios. The Trust and the Portfolios have no employees.
The officers of the Trust and the Portfolios, their principal occupations
during the past five years and dates of birth are set forth below. Unless
otherwise specified, each officer holds the same position with the Trust and
each Portfolio. The business address of each of the officers unless otherwise
noted is Funds Distributor, Inc., 60 State Street, Suite 1300, Boston,
Massachusetts 02109.
MATTHEW HEALEY; Chief Executive Officer; Chairman, Pierpont Group, since
prior to 1996. His address is c/o Pierpont Group, Inc., 461 Fifth Avenue, New
York, New York 10017. His date of birth is August 23, 1937.
MARGARET W. CHAMBERS; Vice President and Secretary. Vice President and
Secretary. Executive Vice President and General Counsel of FDI since April of
1998. From August 1996 to March 1998, Ms. Chambers was Vice President and
Assistant General Counsel for Loomis, Sayles & Company, L.P. From January 1986
to July 1996, she was an associate with the law firm of Ropes & Gray. Her date
of birth is October 12, 1959.
MATTHEW HEALEY; Chief Executive Officer; Chairman, Pierpont Group, since
prior to 1996. His address is c/o Pierpont Group, Inc., 461 Fifth Avenue, New
York, New York 10017. His date of birth is August 23, 1937.
MARGARET W. CHAMBERS; Vice President and Secretary. Executive Vice
President and General Counsel of FDI since April of 1998. From August 1996 to
March 1998, Ms. Chambers was Vice President and Assistant General Counsel for
Loomis, Sayles & Company, L.P. From January 1986 to July 1996, she was an
associate with the law firm of Ropes & Gray. Her date of birth is October 12,
1959.
MARIE E. CONNOLLY; Vice President and Assistant Treasurer. President,
Chief Executive Officer and Director of FDI, and an officer of certain
investment companies advised or administered by FDI since prior to 1996. Her
date of birth is August 1, 1957.
DOUGLAS C. CONROY; Vice President and Assistant Treasurer. Vice President,
New Business Development of FDI and an officer of certain investment companies
distributed or administered by FDI. Prior to 1999, Mr. Conroy was a Manager of
Treasury Services and Administration of FDI. His date of birth is March 31,
1969.
KAREN JACOPPO-WOOD; Vice President and Assistant Secretary. Vice President
and Senior Counsel of FDI and an officer of certain investment companies
distributed or administered by FDI. From June 1994 to January 1996, Ms.
Jacoppo-Wood was a Manager of SEC Registration at Scudder, Stevens & Clark, Inc.
Her date of birth is December 29, 1966.
CHRISTOPHER J. KELLEY; Vice President and Assistant Secretary. Vice
President and Senior Associate General Counsel of FDI and Premier Mutual and an
officer of certain investment companies distributed or administered by FDI. From
April 1994 to July 1996, Mr. Kelley was Assistant Counsel at Forum Financial
Group. His date of birth is December 24, 1964.
KATHLEEN K. MORRISEY; Vice President and Assistant Secretary. Vice
President of FDI. Manager of Treasury Services Administration and an officer of
certain investment companies advised or administered by Montgomery Asset
Management, L.P. and Dresdner RCM Global Investors, Inc., and their respective
affiliates. Her date of birth is July 5, 1972.
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MARY A. NELSON; Vice President and Assistant Treasurer. Senior Vice
President and Director of Financial Services at FDI, since August 1994, and an
officer of certain investment companies distributed or administered by FDI. Her
date of birth is April 22, 1964.
MARY JO PACE; Assistant Treasurer; Vice President, Morgan Guaranty Trust
Company of New York. Ms. Pace serves in the Funds Administration group as a
Manager for the Budgeting and Expense Processing Group. Her address is 60 Wall
Street, New York, New York 10260. Her date of birth is March 13, 1966.
GEORGE A. RIO; President and Treasurer; Executive Vice President and
Client Service Director of FDI since April 1998. From June 1995 to March 1998,
Mr. Rio was Senior Vice President and Senior Key Account Manager for Putnam
Mutual Funds. His date of birth is January 2, 1955.
CHRISTINE ROTUNDO; Assistant Treasurer. Vice President, Morgan Guaranty
Trust Company of New York. Ms. Rotundo serves as Manager of the Funds
Infrastructure group and is responsible for the management of special projects.
Prior to January 2000, she served as Manager of the Tax Group in the Funds
Administration group and was responsible for U.S. mutual fund tax matters. Her
address is 60 Wall Street, New York, New York 10260. Her date of birth is
September 26, 1965.
ELBA VASQUEZ; Vice President and Assistant Secretary. Vice President of
FDI since February 1999. Ms. Vasquez served as National Sales Associate for FDI
from May 1996. Prior to that she served in various mutual fund sales and
marketing positions for U.S. Trust Company of New York. Her date of birth is
December 14, 1961.
As of the date of this Statement of Additional Information, the officers,
Trustees and Members of the Advisory Board as a group owned less than 1% of the
shares of each Fund.
CODES OF ETHICS
The Trust, FDI and the Advisor have adopted codes of ethics pursuant to
Rule 17j-1 under the 1940 Act. Each of these codes permits personnel subject to
such code to invest in securities, including securities that may be purchased or
held by the Funds. Such purchases, however, are subject to preclearance and
other procedures reasonably necessary to prevent access (as defined therein)
persons from engaging in any unlawful conduct set forth in Rule 17j-1.
INVESTMENT ADVISOR
The Funds have retained JPMIM as Investment Advisor to provide investment
advice and portfolio management services to the Portfolios, pursuant to an
Investment Advisory Agreement dated as of April 28, 1999. Subject to the
supervision of Portfolios' Trustees, the Advisor makes Portfolios' day-to-day
investment decisions, arranges for the execution of portfolio transactions and
generally manages Portfolios' investments.
The Investment Advisory Agreement provides that it will continue in effect
for a period of two years after execution only if specifically approved
thereafter annually in the same manner as the Distribution Agreement. See
"Distributor" below. The Investment Advisory Agreement will terminate
automatically if assigned and is terminable at any time without penalty by a
vote of a majority of the Trustees, or by a vote of the holders of a majority of
the Fund's outstanding voting securities, on 60 days' written notice to the
Advisor and by the Advisor on 90 days' written notice to the Trust. See
"Additional Information."
The Advisor, a wholly owned subsidiary of J.P. Morgan Chase & Co. ("J.P.
Morgan Chase") and a corporation organized under the laws of the State of
Delaware, is a registered investment adviser under the Investment Advisers Act
of 1940, as amended. The Advisor is located at 522 Fifth Avenue, New York, New
York 10036.
J.P. Morgan Chase, a bank holding company organized under the laws of the
State of Delaware, was formed from the merger of J.P. Morgan & Co. Incorporated
with and into The Chase Manhattan Corporation. J.P. Morgan
-14-
Chase, together with its predecessors, has been in the banking and investment
advisory business for over 100 years and today, through JPMIM and its other
subsidiaries, offers a wide range of banking and investment management services
to governmental, institutional, corporate and individual clients.
The investment advisory services the Advisor provides to the Portfolios
are not exclusive under the terms of the Investment Advisory Agreement. The
Advisor is free to and does render similar investment advisory services to
others. The Advisor also manages employee benefit funds of corporations, labor
unions and state and local governments and the accounts of other institutional
investors, including investment companies. Certain of the assets of employee
benefit accounts under its management are invested in commingled pension trust
funds for which Morgan serves as trustee. The accounts, which are managed or
advised by the Advisor, have varying investment objectives and the Advisor
invests assets of such accounts in investments substantially similar to, or the
same as, those which are expected to constitute the principal investments of the
Portfolios. Such accounts are supervised by officers and employees of the
Advisor who may also be acting in similar capacities for the Portfolios. See
"Portfolio Transactions."
The Portfolios are managed by employees of the Advisor who, in acting for
their customers, including the Fund, do not discuss their investment decisions
with any personnel of J.P. Morgan Chase or any personnel of other divisions of
the Advisor or with any of its affiliated persons, with the exception of certain
other investment management affiliates of J.P. Morgan Chase that execute
transactions on behalf of the Portfolios.
As compensation for the services rendered and related expenses such as
salaries of advisory personnel borne by the Advisor under the Investment
Advisory Agreements, the Portfolio corresponding to each Fund has agreed to pay
the Advisor a fee, which is computed daily and may be paid monthly, equal to the
annual rates of 0.20% of each Portfolio's average daily net assets up to $1
billion and 0.10% of each Portfolio's average daily net assets in excess of $1
billion.
The table below sets forth for each Portfolio listed the advisory fees
paid to Morgan and JPMIM, as applicable, for the fiscal periods indicated. See
the Prospectus and below for applicable expense limitations.
Prime Money Market Portfolio -- For the fiscal years ended November 30, 1998,
1999 and 2000: $7,199,733, $13,226,942 and $19,059,292, respectively.
Treasury Money Market Portfolio -- For the fiscal years ended October 31, 1998,
1999 and 2000: $1,080,743, $1,715,668 and $2,000,272, respectively.
Morgan, an affiliate of the Advisor and a wholly owned subsidiary of J.P.
Morgan Chase, is a New York trust company that conducts a general banking and
trust business. Morgan is subject to regulation by the New York State Banking
Department and is a member of the Federal Reserve System. Through offices in New
York City and abroad, Morgan offers a wide range of services primarily to
governmental, institutional, corporate and high net worth individual customers
in the United States and throughout the world. Under separate agreements, Morgan
also provides certain financial, fund accounting and administrative services to
the Trust and the Fund and shareholder services for the Trust. Morgan is located
at 60 Wall Street, New York, New York 10260. See "Services Agent" and
"Shareholder Servicing" below.
DISTRIBUTOR
FDI serves as the Trust's exclusive Distributor and holds itself available
to receive purchase orders for each of the Fund's shares. In that capacity, FDI
has been granted the right, as agent of the Trust, to solicit and accept orders
for the purchase of each of the Fund's shares in accordance with the terms of
the Distribution Agreement between the Trust and FDI. Under the terms of the
Distribution Agreement between FDI and the Trust, FDI receives no compensation
in its capacity as the Trust's distributor. FDI is a wholly owned indirect
subsidiary of Boston Institutional Group, Inc. FDI also serves as exclusive
placement agent for the Portfolio. FDI currently provides administration and
distribution services for a number of other investment companies.
-15-
The Distribution Agreement shall continue in effect with respect to each
of the Funds for a period of two years after execution only if it is approved at
least annually thereafter (i) by a vote of the holders of a majority of the
Fund's outstanding shares or by its Trustees and (ii) by a vote of a majority of
the Trustees of the Trust who are not "interested persons" (as defined by the
1940 Act) of the parties to the Distribution Agreement, cast in person at a
meeting called for the purpose of voting on such approval (see "Trustees,
Members of the Advisory Board and Officers"). The Distribution Agreement will
terminate automatically if assigned by either party thereto and is terminable at
any time without penalty by a vote of a majority of the Trustees of the Trust, a
vote of a majority of the Trustees who are not "interested persons" of the
Trust, or by a vote of the holders of a majority of the Fund's outstanding
shares as defined under "Additional Information," in any case without payment of
any penalty on 60 days' written notice to the other party. The principal offices
of FDI are located at 60 State Street, Suite 1300, Boston, Massachusetts 02109.
CO-ADMINISTRATOR
Under Co-Administration Agreements with the Trust and the Portfolios dated
August 1, 1996, FDI also serves as the Trust's and the Portfolios'
Co-Administrator. The Co-Administration Agreements may be renewed or amended by
the respective Trustees without a shareholder vote. The Co-Administration
Agreements are terminable at any time without penalty by a vote of a majority of
the Trustees of the Trust or the Portfolios, as applicable, on not more than 60
days' written notice nor less than 30 days' written notice to the other party.
The Co-Administrator may subcontract for the performance of its obligations,
provided, however, that unless the Trust or the Portfolios, as applicable,
expressly agrees in writing, the Co-Administrator shall be fully responsible for
the acts and omissions of any subcontractor as it would for its own acts or
omissions. See "Services Agent" below.
FDI (i) provides office space, equipment and clerical personnel for
maintaining the organization and books and records of the Trust and the
Portfolio; (ii) provides officers for the Trust and the Portfolio; (iii)
prepares and files documents required for notification of state securities
administrators; (iv) reviews and files marketing and sales literature; (v) files
Portfolio regulatory documents and mails Portfolio communications to Trustees,
Members of the Advisory Board and investors; and (vi) maintains related books
and records.
For its services under the Co-Administration Agreements, each Fund and
Portfolio has agreed to pay FDI fees equal to its allocable share of an annual
complex-wide charge of $425,000 plus FDI's out-of-pocket expenses. The amount
allocable to each Fund or Portfolio is based on the ratio of its net assets to
the aggregate net assets of the Trust, the Master Portfolios and certain other
investment companies subject to similar agreements with FDI.
The table below sets forth for each Fund listed and its corresponding
Portfolio the administrative fees paid to FDI for the fiscal periods indicated.
Prime Money Market Reserves Fund -- For the period June 1, 1999 (commencement of
operations) through November 30, 1999 and for the fiscal year ended November 30,
2000: $1,012 and $3,523, respectively.
The Prime Money Market Portfolio -- For the fiscal years ended November 30,
1998, 1999 and 2000: $115,137, $147,749 and $122,295, respectively.
Treasury Money Market Reserves Fund -- For the period June 1, 1999 (commencement
of operations) through October 31, 1999 and for the fiscal year ended October
31, 2000: $621 and $2,522, respectively.
The Treasury Money Market Portfolio -- For the fiscal years ended October 31,
1998, 1999 and 2000: $7,258, $7,923 and $6,803, respectively.
SERVICES AGENT
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The Trust, on behalf of each Fund, and the Portfolios have entered into
Administrative Services Agreements (the "Services Agreements") with Morgan
pursuant to which Morgan is responsible for certain administrative and related
services provided to each Fund and its corresponding Portfolio. The Services
Agreements may be terminated at any time, without penalty, by the Trustees or
Morgan, in each case on not more than 60 days' nor less than 30 days' written
notice to the other party.
Under the Services Agreements, each of the Funds and the Portfolios has
agreed to pay Morgan fees equal to its allocable share of an annual complex-wide
charge. This charge is calculated daily based on the aggregate net assets of the
Master Portfolios and J.P. Morgan Series Trust in accordance with the following
annual schedule: 0.09% of the first $7 billion of their aggregate average daily
net assets and 0.04% of their aggregate average daily net assets in excess of $7
billion, less the complex-wide fees payable to FDI. The portion of this charge
payable by each Fund and Portfolio is determined by the proportionate share that
its net assets bear to the total net assets of the Trust, the Master Portfolios,
the other investors in the Master Portfolios for which Morgan provides similar
services and J.P. Morgan Series Trust.
The service fees paid by the Funds to the Service Organizations during the
indicated periods are set forth below:
Prime Money Market Reserves Fund -- For the period June 1, 1999 (commencement of
operations) through November 30, 1999 and for the fiscal year ended November 30,
2000: $23,066 and $77,802, respectively.
The Prime Money Market Portfolio -- For the fiscal years ended November 30,
1998, 1999 and 2000: $1,788,454, $3,127,566 and $4,197,163, respectively.
The service fees paid by the Funds to the Service Organizations during the
indicated periods are set forth below:
Treasury Money Market Reserves Fund -- For the period June 1, 1999 (commencement
of operations) through October 31, 1999 and for the fiscal year ended October
31, 2000: $11,113 and $55,947, respectively.
The Treasury Money Market Portfolio -- For the fiscal years ended October 31,
1998, 1999 and 2000: $155,752, $226,699 and $251,048, respectively.
CUSTODIAN AND TRANSFER AGENT
The Bank of New York ("BONY"), One Wall Street, New York, New York 10286,
serves as the Trust's custodian and fund accounting agent. Pursuant to the
Custodian Contract and Fund Accounting Agreement with the Trust, BONY is
responsible for holding portfolio securities and cash and maintaining the books
of account and records of the Fund's portfolio transactions. In the case of
foreign assets held outside the United States, the custodian employs various
subcustodians in accordance with the regulations of the SEC.
State Street Bank and Trust Company ("State Street"), 225 Franklin Street,
Boston, Massachusetts 02110, serves as the Trust's transfer and dividend
disbursing agent. As transfer agent and dividend disbursing agent, State Street
is responsible for maintaining account records detailing the ownership of Fund
shares and for crediting income, capital gains and other changes in share
ownership to shareholder accounts.
SHAREHOLDER SERVICING
The Trust on behalf of each of the Funds has entered into a Shareholder
Servicing Agreement with Morgan pursuant to which Morgan acts as shareholder
servicing agent for its customers and for other Fund investors who are customers
of a Service Organization. Under this agreement, Morgan is responsible for
performing shareholder account, administrative and servicing functions, which
include but are not limited to, answering inquiries regarding account status and
history, the manner in which purchases and redemptions of Fund shares may be
effected, and certain other matters pertaining to a Fund; assisting customers in
designating and changing dividend options, account designations and addresses;
providing necessary personnel and facilities to coordinate the establishment and
-17-
maintenance of shareholder accounts and records with the Funds' transfer agent;
transmitting purchase and redemption orders to the Funds' transfer agent and
arranging for the wiring or other transfer of funds to and from customer
accounts in connection with orders to purchase or redeem Fund shares; verifying
purchase and redemption orders, transfers among and changes in accounts;
informing the Distributor of the gross amount of purchase orders for Fund
shares; monitoring the activities of the Funds' transfer agent; and providing
other related services.
Under the Shareholder Servicing Agreement, each Fund has agreed to pay
Morgan for these services a fee at the annual rate (expressed as a percentage of
the average daily net asset values of Fund shares owned by or for shareholders
for whom Morgan is acting as shareholder servicing agent) of 0.05%. Morgan acts
as shareholder servicing agent for all shareholders.
The table below sets forth for each Fund listed the shareholder servicing
fees paid by each Fund to Morgan for the fiscal periods indicated.
Prime Money Market Reserves Fund -- For the period June 1, 1999 (commencement of
operations) through November 30, 1999 and for the fiscal year ended November 30,
2000: $45,949 and $161,169, respectively.
Treasury Money Market Reserves Fund -- For the period June 1, 1999 (commencement
of operations) through October 31, 1999 and for the fiscal year ended October
31, 2000: $22,074 and $116,061, respectively.
SERVICE ORGANIZATION
The Trust, on behalf of each Fund, has adopted a service plan (the "Plan")
with respect to the shares which authorizes the Funds to compensate Service
Organizations for providing certain account administration and other services to
their customers who are beneficial owners of such shares. Pursuant to the Plan,
the Trust, on behalf of each Fund, enters into agreements with Service
Organizations which purchase shares on behalf of their customers ("Service
Agreements"). Under such Service Agreements, the Service Organizations may: (a)
act, directly or through an agent, as the sole shareholder of record and nominee
for all customers, (b) maintain or assist in maintaining account records for
each customer who beneficially owns shares, and (c) process or assist in
processing customer orders to purchase, redeem and exchange shares, and handle
or assist in handling the transmission of funds representing the customers'
purchase price or redemption proceeds. As compensation for such services, the
Trust on behalf of each Fund pays each Service Organization a service fee in an
amount up to 0.25% (on an annualized basis) of the average daily net assets of
the shares of each Fund attributable to or held in the name of such Service
Organization for its customers.
The service fees paid by the Funds to the Service Organizations during the
indicated periods are set forth below:
Prime Money Market Reserves Fund -- For the period June 1, 1999 (commencement of
operations) through November 30, 1999 and for the fiscal year ended November 30,
2000: $23,066 and $805,844, respectively.
Treasury Money Market Reserves Fund -- For the period June 1, 1999 (commencement
of operations) through October 31, 1999 and for the fiscal year ended October
31, 2000: $110,367 and $580,304, respectively.
Conflicts of interest restrictions (including the Employee Retirement
Income Security Act of 1974) may apply to a Service Organization's receipt of
compensation paid by the Trust in connection with the investment of fiduciary
funds in shares. Service Organizations, including banks regulated by the
Comptroller of the Currency, the Federal Reserve Board or the Federal Deposit
Insurance Corporation, and investment advisers and other money managers subject
to the jurisdiction of the Securities and Exchange Commission, the Department of
Labor or state securities commissions, are urged to consult legal advisers
before investing fiduciary assets in shares. In addition, under some state
securities laws, banks and other financial institutions purchasing shares on
behalf of their customers may be required to register as dealers.
-18-
The Trustees of the Trust, including a majority of Trustees who are not
interested persons of the Trust and who have no direct or indirect financial
interest in the operation of such Plan or the related Service Agreements,
initially voted to approve the Plan and Service Agreements at a meeting called
for the purpose of voting on such Plan and Service Agreements on April 9, 1997.
The Plan was approved by the initial shareholders of each Fund on June 3, 1997,
remains in effect until July 10, 1998 and will continue in effect thereafter
only if such continuance is specifically approved annually by a vote of the
Trustees in the manner described above. The Plan may not be amended to increase
materially the amount to be spent for the services described therein without
approval of the shareholders of the affected Fund, and all material amendments
of the Plan must also be approved by the Trustees in the manner described above.
The Plan may be terminated at any time by a majority of the Trustees as
described above or by vote of a majority of the outstanding shares of the
affected Fund. The Service Agreements may be terminated at any time, without
payment of any penalty, by vote of a majority of the disinterested Trustees as
described above or by a vote of a majority of the outstanding shares of the
affected Fund on not more than 60 days' written notice to any other party to the
Service Agreements. The Service Agreements shall terminate automatically if
assigned. So long as the Plans are in effect, the selection and nomination of
those Trustees who are not interested persons shall be determined by the
non-interested members of the Board of Trustees. The Trustees have determined
that, in their judgment, there is a reasonable likelihood that the Plan will
benefit the Funds and Fund shareholders. In the Trustees' quarterly review of
the Plan and Service Agreements, they will consider their continued
appropriateness and the level of compensation provided therein.
DISTRIBUTION PLAN
Rule 12b-1 (the "Rule") under the 1940 Act provides, among other things,
that an investment company may bear expenses of distributing its shares only
pursuant to a plan adopted in accordance with the Rule. On April 28, 1999, the
Trustees have adopted such a plan (the "Distribution Plan") with respect to the
Funds pursuant to which each Fund pays for distributing its shares at an annual
rate not to exceed 0.25% of the value of the average daily net assets of the
Fund. Under the Distribution Plan, the Fund may make payments to certain
financial institutions, securities dealers, and other industry professionals
that have entered into written agreements with the Fund in respect of these
services. The amounts to be paid to such institutions is based on the daily
value of shares owned by their clients. The fees payable under the Distribution
Plan for advertising, marketing and distributing are payable without regard to
actual expenses incurred. The Trustees believe that there is a reasonable
likelihood that the Distribution Plan will benefit each Fund and its
shareholders.
Quarterly reports of the amounts expended under the Distribution Plan, and
the purposes for which such expenditures were incurred, will be made to the
Trustees for their review. In addition, the Distribution Plan provides that it
may not be amended to increase materially the costs which holders of the Funds'
shares may bear for distribution without approval of such shareholders and that
all material amendments of the Distribution Plan must be approved by the
Trustees, and by the Trustees who are neither "interested persons" (as defined
in the 1940 Act) of the Trust nor have any direct or indirect financial interest
in the operation of the Distribution Plan or in the related Distribution Plan
agreements, by vote cast in person at a meeting called for the purpose of
considering such amendments. The Distribution Plan and related agreements are
subject to annual approval by such vote of the Trustees cast in person at a
meeting called for the purpose of voting on the Distribution Plan and related
agreements. The Distribution Plan is terminable at any time by vote of a
majority of the Trustees who are not "interested persons" and who have no direct
or indirect financial interest in the operation of the Distribution Plan or in
the related agreements or by vote of the holders of a majority of shares, as the
case may be. A related Distribution Plan agreement is terminable without
penalty, at any time, by such vote of the Trustees or by vote of the holders of
a majority of the Fund's shares upon not more than 60 days' written notice to
any other party to such agreement. A Distribution Plan agreement will terminate
automatically in the event of its assignment (as defined in the 1940 Act).
The table below sets forth for each Fund listed the fees paid by each Fund
under the Rule 12b-1 Plan.
Prime Money Market Reserves Fund -- For the period June 1, 1999 (commencement of
operations) through November 30, 1999 and for the fiscal year ended November 30,
2000: $229,745 and $805,844, respectively.
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Treasury Money Market Reserves Fund -- For the period June 1, 1999 (commencement
of operations) through October 31, 1999 and for the fiscal year ended October
31, 2000: $110,367 and $580,304, respectively.
INDEPENDENT ACCOUNTANTS
The independent accountants of the Trust and the Portfolios are
PricewaterhouseCoopers LLP, 1177 Avenue of the Americas, New York, New York
10036. PricewaterhouseCoopers LLP conducts an annual audit of the financial
statements of each of the Funds and the Portfolios, assists in the preparation
and/or review of each of the Fund's and the Portfolio's federal and state income
tax returns and consults with the Funds and the Portfolios as to matters of
accounting and federal and state income taxation.
EXPENSES
In addition to the fees payable to Pierpont Group, Inc., JPMIM, Morgan,
FDI and Service Organizations under various agreements discussed under
"Trustees, Members of the Advisory Board and Officers," "Investment Advisor,"
"Co-Administrator", "Distributor," "Services Agent" and "Shareholder Servicing"
above, the Funds and the Portfolios are responsible for usual and customary
expenses associated with their respective operations. Such expenses include
organization expenses, legal fees, accounting and audit expenses, insurance
costs, the compensation and expenses of the Trustees, Members of the Advisory
Board, costs associated with their registration fees under federal securities
laws, and extraordinary expenses applicable to the Funds or the Portfolios. For
the Funds, such expenses also include transfer, registrar and dividend
disbursing costs, the expenses of printing and mailing reports, notices and
proxy statements to Fund shareholders, and filing fees under state securities
laws. For the Portfolios, such expenses also include custodian fees. Under fee
arrangements prior to September 1, 1995, Morgan as Services Agent was
responsible for reimbursements to the Trust and the Portfolio and the usual
customary expenses described above (excluding organization and extraordinary
expenses, custodian fees and brokerage expenses). For additional information
regarding waivers or expense subsidies, see the Prospectus.
J.P. Morgan has agreed that it will reimburse the Funds noted below until
February 28, 2002 to the extent necessary to maintain the Funds' total operating
expenses (excluding interest, taxes and extraordinary expenses of the Funds and
its corresponding Portfolio) at the following annual rates of the Funds' average
daily net assets.
Prime Money Market Reserves: 0.70%
Treasury Money Market Reserves: 0.70%
The table below sets forth for each Portfolio listed the fees and other
expenses J.P. Morgan reimbursed under the expense reimbursement arrangements
described above or pursuant to prior expense reimbursement arrangements for the
fiscal periods indicated.
Prime Money Market Reserves Fund -- For the period June 1, 1999 (commencement of
operations) through November 30, 1999 and for the fiscal year ended November 30,
2000: $149,150 and $205,375, respectively.
The Prime Money Market Portfolio - For the fiscal years ended November 1998,
1999 and 2000: $N/A, $N/A and $N/A, respectively.
Treasury Money Market Reserves Fund -- For the period June 1, 1999 (commencement
of operations) through October 31, 1999 and for the fiscal year ended October
31, 2000: $107,517 and $467,770, respectively.
The Treasury Money Market Portfolio -- For the fiscal years October 31, 1998,
1999 and 2000: $828,462, $403,222 and $394,705, respectively.
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PURCHASE OF SHARES
Additional Minimum Balance Information. If your account balance falls
below the minimum for 30 days as a result of selling shares (and not because of
performance), the Fund reserves the right to request that you buy more shares or
close your account. If your account balance is still below the minimum 60 days
after notification, the Fund reserves the right to close out your account and
send the proceeds to the address of record.
Method of Purchase. Investors may open accounts with the Fund only through
the Distributor. All purchase transactions in Fund accounts are processed by
Morgan as shareholder servicing agent and the Fund is authorized to accept any
instructions relating to a Fund account from Morgan as shareholder servicing
agent for the customer. All purchase orders must be accepted by the Distributor.
Prospective investors who are not already customers of Morgan may apply to
become customers of Morgan for the sole purpose of Fund transactions. There are
no charges associated with becoming a Morgan customer for this purpose. Morgan
reserves the right to determine the customers that it will accept, and the Trust
reserves the right to determine the purchase orders that it will accept.
References in the Prospectus and this Statement of Additional Information
to customers of Morgan or a Service Organization include customers of their
affiliates and references to transactions by customers with Morgan or a Service
Organization include transactions with their affiliates. Only Fund investors who
are using the services of a financial institution acting as shareholder
servicing agent pursuant to an agreement with the Trust on behalf of a Fund may
make transactions in shares of a Fund.
Shares may be purchased for accounts held in the name of a Service
Organization that provides certain account administration and other services to
its customers, including acting directly or through an agent as the sole
shareholder of record, maintenance or assistance in maintaining account records
and processing orders to purchase, redeem and exchange shares. Shares of each
Fund bear the cost of service fees at the annual rate of up to 0.25% of 1% of
the average daily net assets of such shares.
It is possible that an institution or its affiliate may offer shares of
different funds which invest in the same Portfolio to its customers and thus
receive different compensation with respect to different funds. Certain aspects
of the shares may be altered, after advance notice to shareholders, if it is
deemed necessary in order to satisfy certain tax regulatory requirements.
Each Fund may, at its own option, accept securities in payment for shares.
The securities delivered in such a transaction are valued by the method
described in "Net Asset Value" as of the day the Fund receives the securities.
This is a taxable transaction to the shareholder. Securities may be accepted in
payment for shares only if they are, in the judgment of the Advisor, appropriate
investments for the Fund's corresponding Portfolio. In addition, securities
accepted in payment for shares must: (i) meet the investment objective and
policies of the acquiring Fund's corresponding Portfolio; (ii) be acquired by
the applicable Fund for investment and not for resale (other than for resale to
the Fund's corresponding Portfolio); and (iii) be liquid securities which are
not restricted as to transfer either by law or liquidity of market. Each Fund
reserves the right to accept or reject at its own option any and all securities
offered in payment for its shares.
Prospective investors may purchase shares with the assistance of a Service
Organization, and the Service Organization may charge the investor a fee for
this service and other services it provides to its customers.
REDEMPTION OF SHARES
Investors may redeem shares as described in the Prospectus. Shareholders
redeeming shares of the Funds should be aware that the Funds attempt to maintain
a stable net asset value of $1.00 per share; however, there can be no assurance
that they will be able to continue to do so, and in that case the net asset
value of the Fund's shares might
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deviate from $1.00 per share. Accordingly, a redemption request might result in
payment of a dollar amount which differs from the number of shares redeemed. See
"Net Asset Value" below.
If the Trust on behalf of a Fund and its corresponding Portfolio determine
that it would be detrimental to the best interest of the remaining shareholders
of a Fund to make payment wholly or partly in cash, payment of the redemption
price may be made in whole or in part by a distribution in kind of securities
from the Portfolio, in lieu of cash, in conformity with the applicable rule of
the SEC. If shares are redeemed in kind, the redeeming shareholder might incur
transaction costs in converting the assets into cash. The method of valuing
portfolio securities is described under "Net Asset Value," and such valuation
will be made as of the same time the redemption price is determined. The Trust
on behalf of the Treasury Money Market Fund and its corresponding Portfolio has
elected to be governed by Rule 18f-1 under the 1940 Act pursuant to which the
Fund and its corresponding Portfolio are obligated to redeem shares solely in
cash up to the lesser of $250,000 or one percent of the net asset value of the
Fund during any 90-day period for any one shareholder. The Trust will redeem
Fund shares in kind only if it has received a redemption in kind from the
corresponding Portfolio and therefore shareholders of the Fund that receive
redemptions in kind will receive securities of the Portfolio. The Portfolio has
advised the Trust that the Portfolio will not redeem in kind except in
circumstances in which the Fund is permitted to redeem in kind.
Further Redemption Information. Investors should be aware that redemptions
from a Fund may not be processed if a redemption request is not submitted in
proper form. To be in proper form, the Fund must have received the shareholder's
taxpayer identification number and address. In addition, if a shareholder sends
a check for the purchase of fund shares and shares are purchased before the
check has cleared, the transmittal of redemption proceeds from the shares will
occur upon clearance of the check which may take up to 15 days. The Trust, on
behalf of a Fund, and the Portfolios reserve the right to suspend the right of
redemption and to postpone the date of payment upon redemption as follows: (i)
for up to seven days, (ii) during periods when the New York Stock Exchange is
closed for other than weekends and holidays or when trading on such Exchange is
restricted as determined by the SEC by rule or regulation, (iii) during periods
in which an emergency, as determined by the SEC, exists that causes disposal by
the Portfolio of, or evaluation of the net asset value of, its portfolio
securities to be unreasonable or impracticable, or (iv) for such other periods
as the SEC may permit.
EXCHANGE OF SHARES
An investor may exchange shares from any Fund into shares of any other
J.P. Morgan Institutional, J.P. Morgan or J.P. Morgan Series Trust mutual fund,
without charge. An exchange may be made so long as after the exchange the
investor has shares, in each fund in which he or she remains an investor, with a
value of at least that fund's minimum investment amount. Shareholders should
read the prospectus of the fund into which they are exchanging and may only
exchange between fund accounts that are registered in the same name, address and
taxpayer identification number. Shares are exchanged on the basis of relative
net asset value per share. Exchanges are in effect redemptions from one fund and
purchases of another fund and the usual purchase and redemption procedures and
requirements are applicable to exchanges. Each Fund generally intends to pay
redemption proceeds in cash, however, since it reserves the right at its sole
discretion to pay redemptions over $250,000 in-kind as a portfolio of
representative securities rather than in cash, the Fund reserves the right to
deny an exchange request in excess of that amount. See "Redemption of Shares".
Shareholders subject to federal income tax who exchange shares in one fund for
shares in another fund may recognize capital gain or loss for federal income tax
purposes. Shares of the Fund to be acquired are purchased for settlement when
the proceeds from redemption become available. The Trust reserves the right to
discontinue, alter or limit the exchange privilege at any time.
DIVIDENDS AND DISTRIBUTIONS
Each Fund declares and pays dividends and distributions as described in
the Prospectus.
If a shareholder has elected to receive dividends and/or capital gain
distributions in cash and the postal or other delivery service is unable to
deliver checks to the shareholder's address of record, such shareholder's
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distribution option will automatically be converted to having all dividend and
other distributions reinvested in additional shares. No interest will accrue on
amounts represented by uncashed distribution or redemption checks.
NET ASSET VALUE
Each of the Funds computes its net asset value once daily on Monday
through Friday as described in the Prospectus. The net asset value will not be
computed on the day the following legal holidays are observed: New Year's Day,
Martin Luther King, Jr. Day, Presidents' Day, Good Friday, Memorial Day,
Independence Day, Labor Day, Columbus Day, Veteran's Day, Thanksgiving Day, and
Christmas Day. In the event that trading in the money markets is scheduled to
end earlier than the close of the New York Stock Exchange in observance of these
holidays, the Funds and their corresponding Portfolios would expect to close for
purchases and redemptions an hour in advance of the end of trading in the money
markets. The Funds and the Portfolios may also close for purchases and
redemptions at such other times as may be determined by the Board of Trustees to
the extent permitted by applicable law. On any business day when the Bond Market
Association ("BMA") recommends that the securities market close early, the Funds
reserve the right to cease accepting purchase and redemption orders for same
business day credit at the time BMA recommends that the securities market close.
On days the Funds close early, purchase and redemption orders received after the
Fund closes will be credited the next business day. The days on which net asset
value is determined are the Funds' business days.
The net asset value of each Fund is equal to the value of the Fund's
investment in its corresponding Portfolio (which is equal to the Fund's pro rata
share of the total investment of the Fund and of any other investors in the
Portfolio less the Fund's pro rata share of the Portfolio's liabilities) less
the Fund's liabilities. The following is a discussion of the procedures used by
the Portfolios corresponding to each Fund in valuing their assets.
The Portfolios' portfolio securities are valued by the amortized cost
method. The purpose of this method of calculation is to attempt to maintain a
constant net asset value per share of the Fund of $1.00. No assurances can be
given that this goal can be attained. The amortized cost method of valuation
values a security at its cost at the time of purchase and thereafter assumes a
constant amortization to maturity of any discount or premium, regardless of the
impact of fluctuating interest rates on the market value of the instrument. If a
difference of more than 1/2 of 1% occurs between valuation based on the
amortized cost method and valuation based on market value, the Trustees will
take steps necessary to reduce such deviation, such as changing a Fund's
dividend policy, shortening the average portfolio maturity, realizing gains or
losses, or reducing the number of outstanding Fund shares. Any reduction of
outstanding shares will be effected by having each shareholder contribute to a
Fund's capital the necessary shares on a pro rata basis. Each shareholder will
be deemed to have agreed to such contribution in these circumstances by his
investment in the Funds. See "Taxes."
PERFORMANCE DATA
From time to time, the Funds may quote performance in terms of yield,
actual distributions, total return or capital appreciation in reports, sales
literature and advertisements published by the Trust. Current performance
information for the Funds may be obtained by calling the number provided on the
cover page of this Statement of Additional Information. See "Additional
Information" in the Prospectus. The performance information presented below for
the Prime Money Market Fund is that of the J.P. Morgan Prime Money Market Fund,
a separate feeder fund investing in the same master portfolio. The performance
information presented below for the Treasury Money Market Fund is that of the
J.P. Morgan Institutional Service Treasury Money Market Fund, a separate feeder
fund investing in the same master portfolio.
The historical performance information shown below reflects operating
expenses which were lower than those of the Funds. These returns are higher than
would have occurred if an investment in the Funds had been made during the
periods indicated. All performance information will be presented in accordance
with applicable SEC staff interpretations. The applicable financial information
in the registration statement for the J.P. Morgan Funds (Registration Nos.
033-54632 and 811-07340) and J.P. Morgan Institutional Funds (Registration Nos.
033-54642 and 811-07342) is incorporated herein by reference.
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Yield Quotations. As required by regulations of the SEC, current yield for
the Funds is computed by determining the net change exclusive of capital changes
in the value of a hypothetical pre-existing account having a balance of one
share at the beginning of a seven-day calendar period, dividing the net change
in account value of the account at the beginning of the period, and multiplying
the return over the seven-day period by 365/7. For purposes of the calculation,
net change in account value reflects the value of additional shares purchased
with dividends from the original share and dividends declared on both the
original share and any such additional shares, but does not reflect realized
gains or losses or unrealized appreciation or depreciation. Effective yield for
each Fund is computed by annualizing the seven-day return with all dividends
reinvested in additional Fund shares.
Below is set forth historical yield information for the Funds:
Prime Money Market Reserves Fund (11/30/00): 7-day current yield: 6.01%; 7-day
effective yield: 6.19%.
Treasury Money Market Reserves Fund (10/31/00): 7-day current yield: 5.89%;
7-day effective yield: 6.06%.
Total Return Quotations. Historical performance information for the
periods prior to the establishment of the Fund will be that of its corresponding
predecessor J.P. Morgan fund and will be presented in accordance with applicable
SEC Staff interpretations.
Prime Money Market Reserves Fund (11/30/00): Average annual total return, 1
year: 5.84%; average annual total return, 5 years: N/A%; average annual total
return, commencement of operations (June 1, 1999) to period end: 5.44%;
aggregate total return, 1 year: 5.84%; aggregate total return, 5 years: N/A%;
aggregate total return, commencement of operations (June 1, 1999) to the period
end: 3.32%.
Treasury Money Market Reserves Fund (10/31/00): Average annual total return, 1
year: 5.44%; average annual total return, 5 years: N/A; average annual total
return, commencement of operations (June 1, 1999) to period end: 5.11%;
aggregate total return, 1 year: 5.44%; aggregate total return, 5 years: N/A%;
aggregate total return, commencement of operations (June 1, 1999) to period end:
7.37%.
Aggregate total returns, reflecting the cumulative percentage change over
a measuring period, may also be calculated.
General. A Fund's performance will vary from time to time depending upon
market conditions, the composition of its corresponding Portfolio, and its
operating expenses. Consequently, any given performance quotation should not be
considered representative of a Fund's performance for any specified period in
the future. In addition, because performance will fluctuate, it may not provide
a basis for comparing an investment in a Fund with certain bank deposits or
other investments that pay a fixed yield or return for a stated period of time.
Comparative performance information may be used from time to time in
advertising the Funds' shares, including appropriate market indices including
the benchmarks indicated under "Investment Advisor" above or data from Lipper
Analytical Services, Inc., Micropal, Inc., Ibbotson Associates, Morningstar
Inc., the Dow Jones Industrial Average and other industry publications.
From time to time, the Funds may, in addition to any other permissible
information, include the following types of information in advertisements,
supplemental sales literature and reports to shareholders: (1) discussions of
general economic or financial principles (such as the effects of compounding and
the benefits of dollar-cost averaging); (2) discussions of general economic
trends; (3) presentations of statistical data to supplement such discussions;
(4) descriptions of past or anticipated portfolio holdings for one or more of
the Funds; (5) descriptions of investment strategies for one or more of the
Funds; (6) descriptions or comparisons of various savings and investment
products (including, but not limited to, qualified retirement plans and
individual stocks and bonds), which may or may not include the Funds; (7)
comparisons of investment products (including the Funds) with relevant
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markets or industry indices or other appropriate benchmarks; (8) discussions of
Fund rankings or ratings by recognized rating organizations; and (9) discussions
of various statistical methods quantifying the Fund's volatility relative to its
benchmark or to past performance, including risk adjusted measures. The Funds
may also include calculations, such as hypothetical compounding examples, which
describe hypothetical investment results in such communications. Such
performance examples will be based on an express set of assumptions and are not
indicative of the performance of any of the Funds.
PORTFOLIO TRANSACTIONS
The Advisor places orders for all Portfolios for all purchases and sales
of portfolio securities, enters into repurchase agreements, and may enter into
reverse repurchase agreements and execute loans of portfolio securities on
behalf of all the Portfolios. See "Investment Objectives and Policies."
Fixed income and debt securities are generally traded at a net price with
dealers acting as principal for their own accounts without a stated commission.
The price of the security usually includes profit to the dealers. In
underwritten offerings, securities are purchased at a fixed price which includes
an amount of compensation to the underwriter, generally referred to as the
underwriter's concession or discount. On occasion, certain securities may be
purchased directly from an issuer, in which case no commissions or discounts are
paid.
Portfolio transactions for the Portfolios will be undertaken principally
to accomplish a Portfolio's objective in relation to expected movements in the
general level of interest rates. The Portfolios may engage in short-term trading
consistent with their objectives. See "Investment Objectives and Policies --
Portfolio Turnover."
In connection with portfolio transactions for the Portfolios, the Advisor
intends to seek best execution on a competitive basis for both purchases and
sales of securities.
The Portfolios have a policy of investing only in securities with
maturities of not more than thirteen months, which will result in high portfolio
turnovers. Since brokerage commissions are not normally paid on investments
which the Portfolios make, turnover resulting from such investments should not
adversely affect the net asset value or net income of the Portfolios.
Subject to the overriding objective of obtaining best execution of orders,
the Advisor may allocate a portion of a Portfolio's brokerage transactions to
affiliates of the Advisor. Under the 1940 Act, persons affiliated with the
Portfolio and persons who are affiliated with such persons are prohibited from
dealing with the Portfolio as principal in the purchase and sale of securities
unless a permissive order allowing such transactions is obtained from the SEC.
However, affiliated persons of the Portfolio may serve as its broker in listed
or over-the-counter transactions conducted on an agency basis provided that,
among other things, the fee or commission received by such affiliated broker is
reasonable and fair compared to the fee or commission received by non-affiliated
brokers in connection with comparable transactions. In addition, the Portfolio
may not purchase securities during the existence of any underwriting syndicate
for such securities of which Morgan or an affiliate is a member or in a private
placement in which Morgan or an affiliate serves as placement agent except
pursuant to procedures adopted by the Board of Trustees of the Portfolio that
either comply with rules adopted by the SEC or with interpretations of the SEC's
staff.
On those occasions when the Advisor deems the purchase or sale of a
security to be in the best interests of a Portfolio as well as other customers
including other Portfolios, the Advisor to the extent permitted by applicable
laws and regulations, may, but is not obligated to, aggregate the securities to
be sold or purchased for a Portfolio with those to be sold or purchased for
other customers in order to obtain best execution, including lower brokerage
commissions if appropriate. In such event, allocation of the securities so
purchased or sold as well as any expenses incurred in the transaction will be
made by the Advisor in the manner it considers to be most equitable and
consistent with its fiduciary obligations to a Portfolio. In some instances,
this procedure might adversely affect a Portfolio.
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MASSACHUSETTS TRUST
The Trust is a trust fund of the type commonly known as a "Massachusetts
business trust" of which each Fund is a separate and distinct series. A copy of
the Declaration of Trust for the Trust is on file in the office of the Secretary
of The Commonwealth of Massachusetts. The Declaration of Trust and the By-Laws
of the Trust are designed to make the Trust similar in most respects to a
Massachusetts business corporation. The principal distinction between the two
forms concerns shareholder liability described below.
Effective January 1, 1998, the name of the Trust was changed from "The JPM
Institutional Funds" to "J.P. Morgan Institutional Funds."
Under Massachusetts law, shareholders of such a trust may, under certain
circumstances, be held personally liable as partners for the obligations of the
trust which is not the case for a corporation. However, the Trust's Declaration
of Trust provides that the shareholders shall not be subject to any personal
liability for the acts or obligations of any Fund and that every written
agreement, obligation, instrument or undertaking made on behalf of any Fund
shall contain a provision to the effect that the shareholders are not personally
liable thereunder.
No personal liability will attach to the shareholders under any
undertaking containing such provision when adequate notice of such provision is
given, except possibly in a few jurisdictions. With respect to all types of
claims in the latter jurisdictions, (i) tort claims, (ii) contract claims where
the provision referred to is omitted from the undertaking, (iii) claims for
taxes, and (iv) certain statutory liabilities in other jurisdictions, a
shareholder may be held personally liable to the extent that claims are not
satisfied by a Fund. However, upon payment of such liability, the shareholder
will be entitled to reimbursement from the general assets of a Fund. The
Trustees intend to conduct the operations of the Trust in such a way so as to
avoid, as far as possible, ultimate liability of the shareholders for
liabilities of the Funds.
The Trust's Declaration of Trust further provides that the name of the
Trust refers to the Trustees collectively as Trustees, not as individuals or
personally, that no Trustee, Member of the Advisory Board, officer, employee or
agent of a Fund is liable to a Fund or to a shareholder, and that no Trustee,
Member of the Advisory Board, officer, employee, or agent is liable to any third
persons in connection with the affairs of a Fund, except as such liability may
arise from his or its own bad faith, willful misfeasance, gross negligence or
reckless disregard of his or its duties to such third persons. It also provides
that all third persons shall look solely to Fund property for satisfaction of
claims arising in connection with the affairs of a Fund. With the exceptions
stated, the Trust's Declaration of Trust provides that a Trustee, Member of the
Advisory Board, officer, employee, or agent is entitled to be indemnified
against all liability in connection with the affairs of a Fund.
The Trust shall continue without limitation of time subject to the
provisions in the Declaration of Trust concerning termination by action of the
shareholders or by action of the Trustees upon notice to the shareholders.
DESCRIPTION OF SHARES
The Trust is an open-end management investment company organized as a
Massachusetts business trust in which each Fund represents a separate series of
shares of beneficial interest. See "Massachusetts Trust."
The Declaration of Trust permits the Trustees to issue an unlimited number
of full and fractional shares ($0.001 par value) of one or more series and
classes within any series and to divide or combine the shares (of any series, if
applicable) without changing the proportionate beneficial interest of each
shareholder in a Fund (or in the assets of other series, if applicable). Each
share represents an equal proportional interest in a Fund with each other share.
Upon liquidation of a Fund, holders are entitled to share pro rata in the net
assets of a Fund available for distribution to such shareholders. See
"Massachusetts Trust." Shares of a Fund have no preemptive or conversion rights
and are fully paid and nonassessable. The rights of redemption and exchange are
described in the Prospectus and elsewhere in this Statement of Additional
Information.
-26-
The shareholders of the Trust are entitled to one vote for each dollar of
net asset value (or a proportionate fractional vote in respect of a fractional
dollar amount), on matters on which shares of the Fund shall be entitled to
vote. Subject to the 1940 Act, the Trustees themselves have the power to alter
the number and the terms of office of the Trustees, to lengthen their own terms,
or to make their terms of unlimited duration subject to certain removal
procedures, and appoint their own successors, provided, however, that
immediately after such appointment the requisite majority of the Trustees have
been elected by the shareholders of the Trust. The voting rights of shareholders
are not cumulative so that holders of more than 50% of the shares voting can, if
they choose, elect all Trustees being selected while the shareholders of the
remaining shares would be unable to elect any Trustees. It is the intention of
the Trust not to hold meetings of shareholders annually. The Trustees may call
meetings of shareholders for action by shareholder vote as may be required by
either the 1940 Act or the Trust's Declaration of Trust.
Shareholders of the Trust have the right, upon the declaration in writing
or vote of more than two-thirds of its outstanding shares, to remove a Trustee.
The Trustees will call a meeting of shareholders to vote on removal of a Trustee
upon the written request of the record holders of 10% of the Trust's shares. In
addition, whenever ten or more shareholders of record who have been such for at
least six months preceding the date of application, and who hold in the
aggregate either shares having a net asset value of at least $25,000 or at least
1% of the Trust's outstanding shares, whichever is less, shall apply to the
Trustees in writing, stating that they wish to communicate with other
shareholders with a view to obtaining signatures to request a meeting for the
purpose of voting upon the question of removal of any Trustee or Trustees and
accompanied by a form of communication and request which they wish to transmit,
the Trustees shall within five business days after receipt of such application
either: (1) afford to such applicants access to a list of the names and
addresses of all shareholders as recorded on the books of the Trust; or (2)
inform such applicants as to the approximate number of shareholders of record,
and the approximate cost of mailing to them the proposed communication and form
of request. If the Trustees elect to follow the latter course, the Trustees,
upon the written request of such applicants, accompanied by a tender of the
material to be mailed and of the reasonable expenses of mailing, shall, with
reasonable promptness, mail such material to all shareholders of record at their
addresses as recorded on the books, unless within five business days after such
tender the Trustees shall mail to such applicants and file with the SEC,
together with a copy of the material to be mailed, a written statement signed by
at least a majority of the Trustees to the effect that in their opinion either
such material contains untrue statements of fact or omits to state facts
necessary to make the statements contained therein not misleading, or would be
in violation of applicable law, and specifying the basis of such opinion. After
opportunity for hearing upon the objections specified in the written statements
filed, the SEC may, and if demanded by the Trustees or by such applicants shall,
enter an order either sustaining one or more of such objections or refusing to
sustain any of them. If the SEC shall enter an order refusing to sustain any of
such objections, or if, after the entry of an order sustaining one or more of
such objections, the SEC shall find, after notice and opportunity for hearing,
that all objections so sustained have been met, and shall enter an order so
declaring, the Trustees shall mail copies of such material to all shareholders
with reasonable promptness after the entry of such order and the renewal of such
tender.
The Trustees have authorized the issuance and sale to the public of shares
of 34 series of the Trust. The Trustees have no current intention to create any
classes within the initial series or any subsequent series. The Trustees may,
however, authorize the issuance of shares of additional series and the creation
of classes of shares within any series with such preferences, privileges,
limitations and voting and dividend rights as the Trustees may determine. The
proceeds from the issuance of any additional series would be invested in
separate, independently managed portfolios with distinct investment objectives,
policies and restrictions, and share purchase, redemption and net asset
valuation procedures. Any additional classes would be used to distinguish among
the rights of different categories of shareholders, as might be required by
future regulations or other unforeseen circumstances. All consideration received
by the Trust for shares of any additional series or class, and all assets in
which such consideration is invested, would belong to that series or class,
subject only to the rights of creditors of the Trust and would be subject to the
liabilities related thereto. Shareholders of any additional series or class will
approve the adoption of any management contract or distribution plan relating to
such series or class and of any changes in the investment policies related
thereto, to the extent required by the 1940 Act.
-27-
For information relating to mandatory redemption of Fund shares or their
redemption at the option of the Trust under certain circumstances, see the
Prospectus.
As of January 31, 2001, no one owned of record or was known by the fund to
own beneficially more than 5% of the outstanding shares of either Fund.
SPECIAL INFORMATION CONCERNING INVESTMENT STRUCTURE
Unlike other mutual funds which directly acquire and manage their own
portfolio of securities, each Fund is an open-end management investment company
which seeks to achieve its investment objective by investing all of its
investable assets in the corresponding Master Portfolio, a separate registered
investment company with the same investment objective and policies as the Fund.
Generally, when a Master Portfolio seeks a vote to change a fundamental
investment restriction, its feeder fund(s) will hold a shareholder meeting and
cast its vote proportionately, as instructed by its shareholders. Fund
shareholders are entitled to one vote for each dollar of net asset value (or a
proportionate fractional vote in respect of a fractional dollar amount), on
matters on which shares of the Fund shall be entitled to vote.
In addition to selling a beneficial interest to a Fund, a Portfolio may
sell beneficial interests to other mutual funds or institutional investors. Such
investors will invest in the Portfolio on the same terms and conditions and will
bear a proportionate share of the Portfolio's expenses. However, the other
investors investing in the Portfolio may sell shares of their own fund using a
different pricing structure than the Fund. Such different pricing structures may
result in differences in returns experienced by investors in other funds that
invest in the Portfolio. Such differences in returns are not uncommon and are
present in other mutual fund structures. Information concerning other holders of
interests in the Portfolio is available from Morgan at (800) 521-5411.
The Trust may withdraw the investment of a Fund from a Portfolio at any
time if the Board of Trustees of the Trust determines that it is in the best
interests of the Fund to do so. Upon any such withdrawal, the Board of Trustees
would consider what action might be taken, including the investment of all the
assets of the Fund in another pooled investment entity having the same
investment objective and restrictions in accordance with the investment policies
with respect to the Portfolio described above and in each Fund's Prospectus.
Certain changes in a Portfolio's fundamental investment policies or
restrictions, or a failure by a Fund's shareholders to approve such change in
the Portfolio's investment restrictions, may require withdrawal of the Fund's
interest in the Portfolio. Any such withdrawal could result in a distribution in
kind of portfolio securities (as opposed to a cash distribution) from the
Portfolio which may or may not be readily marketable. The distribution in kind
may result in the Fund having a less diversified portfolio of investments or
adversely affect the Fund's liquidity, and the Fund could incur brokerage, tax
or other charges in converting the securities to cash. Notwithstanding the
above, there are other means for meeting shareholder redemption requests, such
as borrowing.
Smaller funds investing in a Portfolio may be materially affected by the
actions of larger funds investing in the Portfolio. For example, if a large fund
withdraws from the Portfolio, the remaining funds may subsequently experience
higher pro rata operating expenses, thereby producing lower returns.
Additionally, because a Portfolio would become smaller, it may become less
diversified, resulting in potentially increased portfolio risk (however, these
possibilities also exist for traditionally structured funds which have large or
institutional investors who may withdraw from a fund). Also, funds with a
greater pro rata ownership in the Portfolio could have effective voting control
of the operations of the Portfolio. Whenever the Fund is requested to vote on
matters pertaining to the Portfolio (other than a vote by the Fund to continue
the operation of the Portfolio upon the withdrawal of another investor in the
Portfolio), the Trust will hold a meeting of shareholders of the Fund and will
cast all of its votes proportionately as instructed by the Fund's shareholders.
The Trust will vote the shares held by Fund shareholders who do not give voting
instructions in the same proportion as the shares of
-28-
Fund shareholders who do give voting instructions. Shareholders of the Fund who
do not vote will have no effect on the outcome of such matters.
TAXES
The following discussion of tax consequences is based on U.S. federal tax
laws in effect on the date of this Statement of Additional Information. These
laws and regulations are subject to change by legislative or administrative
action, possibly on a retroactive basis.
Each Fund intends to qualify and remain qualified as a regulated
investment company under Subchapter M of the Code. As a regulated investment
company, a Fund must, among other things, (a) derive at least 90% of its gross
income from dividends, interest, payments with respect to loans of stock and
securities, gains from the sale or other disposition of stock, securities or
foreign currency and other income (including but not limited to gains from
options, futures, and forward contracts) derived with respect to its business of
investing in such stock, securities or foreign currency; and (b) diversify its
holdings so that, at the end of each fiscal quarter of its taxable year, (i) at
least 50% of the value of the Fund's total assets is represented by cash, cash
items, U.S. Government securities, investments of other regulated investment
companies, and other securities limited, in respect of any one issuer, to an
amount not greater than 5% of the Fund's total assets, and 10% of the
outstanding voting securities of such issuer, and (ii) not more than 25% of the
value of its total assets is invested in the securities of any one issuer (other
than U.S. Government securities or securities of other regulated investment
companies).
As a regulated investment company, a Fund (as opposed to its shareholders)
will not be subject to federal income taxes on the net investment income and
capital gain that it distributes to its shareholders, provided that at least 90%
of its net investment income and realized net short-term capital gain in excess
of net long-term capital loss for the taxable year is distributed in accordance
with the Code's timing requirements.
Under the Code, a Fund will be subject to a 4% excise tax on a portion of
its undistributed taxable income and capital gains if it fails to meet certain
distribution requirements by the end of the calendar year. Each Fund intends to
make distributions in a timely manner and accordingly does not expect to be
subject to the excise tax.
For federal income tax purposes, dividends that are declared by a Fund in
October, November or December as of a record date in such month and actually
paid in January of the following year will be treated as if they were paid on
December 31 of the year declared. Therefore, such dividends generally, will be
taxable to a shareholder in the year declared rather than the year paid.
For federal income tax purposes, following fund had capital loss
carryforwards for the periods indicated:
Treasury Money Market Reserves Fund: For the fiscal year ended October 31, 2000,
$54,348 of which $7,589 expires in the year 2007 and $46,759 expires in the year
2008.
To the extent that this capital loss is used to offset future capital
gains, it is probable that gains so offset will not be distributed to
shareholders.
Distributions of net investment income and realized net short-term capital
gains in excess of net long-term capital loss are generally taxable to
shareholders of the Funds as ordinary income whether such distributions are
taken in cash or reinvested in additional shares. Distributions to corporate
shareholders of the Funds are not eligible for the dividends received deduction.
Distributions of net long-term capital gains (i.e., net long-term capital gains
in excess of net short-term capital loss) are taxable to shareholders of a Fund
as long-term capital gain, regardless of whether such distributions are taken in
cash or reinvested in additional shares and regardless of how long a shareholder
has held shares in the Fund. In general, long-term capital gain of an individual
shareholder will be subject to a 20% rate of tax.
-29-
To maintain a constant $1.00 per share net asset value, the Trustees of
the Trust may direct that the number of outstanding shares be reduced pro rata.
If this adjustment is made, it will reflect the lower market value of portfolio
securities and not realized losses. The adjustment may result in a shareholder
having more dividend income than net income in his account for a period. When
the number of outstanding shares of a Fund is reduced, the shareholder's basis
in the shares of the Fund may be adjusted to reflect the difference between
taxable income and net dividends actually distributed. This difference may be
realized as a capital loss when the shares are liquidated. Subject to certain
limited exceptions, capital losses cannot be used to offset ordinary income. See
"Net Asset Value."
Gains or losses on sales of portfolio securities will be treated as
long-term capital gains or losses if the securities have been held for more than
one year except in certain cases where, if applicable a put is acquired or a
call option is written thereon or straddle rules are otherwise applicable. Other
gains or losses on the sale of securities will be short-term capital gains or
losses. Gains and losses on the sale, lapse or other termination of options on
securities will be treated as gains and losses from the sale of securities. If
an option written by a Portfolio lapses or is terminated through a closing
transaction, such as a repurchase by the Portfolio of the option from its
holder, the Portfolio will realize a short-term capital gain or loss, depending
on whether the premium income is greater or less than the amount paid by the
Portfolio in the closing transaction. If securities are purchased by a Portfolio
pursuant to the exercise of a put option written by it, the Portfolio will
subtract the premium received from its cost basis in the securities purchased.
Any distribution of net investment income or capital gains will have the
effect of reducing the net asset value of Fund shares held by a shareholder by
the same amount as the distribution. If the net asset value of the shares is
reduced below a shareholder's cost as a result of such a distribution, the
distribution, although constituting a return of capital to the shareholder, will
be taxable as described above. Investors should thus consider the consequences
of purchasing shares in a Fund shortly before the Fund declares a sizable
dividend distribution.
Any gain or loss realized on the redemption or exchange of Fund shares by
a shareholder who is not a dealer in securities will be treated as long-term
capital gain or loss if the shares have been held for more than one year, and
otherwise as short-term capital gain or loss. Long-term capital gain of an
individual holder generally is subject to a maximum tax rate of 20%. However, if
fund shares are acquired by an individual after December 31, 2000 and held for
more than five years, the maximum long-term capital gain tax rate generally will
be reduced to 18%. Any loss realized by a shareholder upon the redemption or
exchange of shares in the Fund held for six months or less will be treated as a
long-term capital loss to the extent of any long-term capital gain distributions
received by the shareholder with respect to such shares. Additionally, any loss
realized on a redemption or exchange of shares of a Fund will be disallowed to
the extent the shares disposed of are replaced within a period of 61 days
beginning 30 days before such disposition, such as pursuant to reinvestment of a
dividend in shares of the Fund. Investors are urged to consult their tax
advisors concerning the limitations on the deductibility of capital losses.
If a correct and certified taxpayer identification number is not on file,
the Fund is required, subject to certain exemptions, to withhold 31% of certain
payments made or distributions declared to non-corporate shareholders.
Foreign Shareholders. Dividends of net investment income and distributions
of realized net short-term gain in excess of net long-term loss to a shareholder
who, as to the United States, is a nonresident alien individual, fiduciary of a
foreign trust or estate, foreign corporation or foreign partnership (a "foreign
shareholder") will be subject to U.S. withholding tax at the rate of 30% (or
lower treaty rate) unless the dividends are effectively connected with a U.S.
trade or business of the shareholder, in which case the dividends will be
subject to tax on a net income basis at the graduated rates applicable to U.S.
individuals or domestic corporations. Generally, a foreign shareholder must
satisfy certain certification requirements in order to claim the benefit of a
lower treaty rate. In addition, in the case of Fund shares held by a foreign
partnership, the certification requirement generally will also apply to the
partners of the partnership and the partnership must provide certain
-30-
information. A foreign shareholder that is eligible for a reduced rate of United
States withholding tax under tax treaty may obtain a refund of any amounts
withheld in excess of that rate by filing a refund claim with the United States
Internal Revenue Service.
Distributions treated as long term capital gains to foreign shareholders
will not be subject to U.S. tax unless the distributions are effectively
connected with the shareholder's trade or business in the United States or, in
the case of a shareholder who is a nonresident alien individual, the shareholder
was present in the United States for more than 182 days during the taxable year
and certain other conditions are met.
In the case of a foreign shareholder who is a nonresident alien individual
or foreign entity and that is a beneficial owner of Fund shares, a Fund may be
required to withhold U.S. federal income tax as "backup withholding" at the rate
of 31% from any distributions including distributions treated as long-term
capital gains and from the proceeds of redemptions, exchanges or other
dispositions of Fund shares unless such foreign shareholder provides an IRS Form
W-8BEN certifying that it is a non-U.S. person for U.S. federal income tax
purposes, or otherwise established an exemption. Transfers by gift of shares of
a Fund by a foreign shareholder who is a nonresident alien individual will not
be subject to U.S. federal gift tax, but the value of shares of the Fund held by
such a shareholder at his or her death will be includible in his or her gross
estate for U.S. federal estate tax purposes.
State and Local Taxes. Each Fund may be subject to state or local taxes in
jurisdictions in which the Fund is deemed to be doing business. In addition, the
treatment of a Fund and its shareholders in those states which have income tax
laws might differ from treatment under the federal income tax laws. Shareholders
should consult their own tax advisors with respect to any state or local taxes.
Other Taxation. The Trust is organized as a Massachusetts business trust
and, under current law, neither the Trust nor any Fund is liable for any income
or franchise tax in The Commonwealth of Massachusetts, provided that each Fund
continues to qualify as a regulated investment company under Subchapter M of the
Code. The Portfolios are organized as New York trusts. The Portfolios are not
subject to any federal income taxation or income or franchise tax in the State
of New York or The Commonwealth of Massachusetts. The investment by a Fund in
its corresponding Portfolio does not cause the Fund to be liable for any income
or franchise tax in the State of New York.
ADDITIONAL INFORMATION
As used in this Statement of Additional Information and the Prospectus,
the term "majority of the outstanding voting securities" means the vote of (i)
67% or more of the Fund's shares or the Portfolio's outstanding voting
securities present at a meeting, if the holders of more than 50% of the Fund's
outstanding shares or the Portfolio's outstanding voting securities are present
or represented by proxy, or (ii) more than 50% of the Fund's outstanding shares
or the Portfolio's outstanding voting securities, whichever is less.
Telephone calls to the Funds, J.P. Morgan or Service Organizations as
shareholder servicing agent may be tape recorded. With respect to the securities
offered hereby, this Statement of Additional Information and the Prospectus do
not contain all the information included in the Trust's registration statement
filed with the SEC under the 1933 Act and the 1940 Act and the Portfolios'
registration statements filed under the 1940 Act. Pursuant to the rules and
regulations of the SEC, certain portions have been omitted. The registration
statements including the exhibits filed therewith may be examined at the office
of the SEC in Washington, D.C.
Statements contained in this Statement of Additional Information and the
Prospectus concerning the contents of any contract or other document are not
necessarily complete, and in each instance, reference is made to the copy of
such contract or other document filed as an exhibit to the applicable
Registration Statements. Each such statement is qualified in all respects by
such reference.
-31-
No dealer, salesman or any other person has been authorized to give any
information or to make any representations, other than those contained in the
Prospectus and this Statement of Additional Information, in connection with the
offer contained therein and, if given or made, such other information or
representations must not be relied upon as having been authorized by any of the
Trust, the Funds or the Distributor. The Prospectus and this Statement of
Additional Information do not constitute an offer by any Fund or by the
Distributor to sell or solicit any offer to buy any of the securities offered
hereby in any jurisdiction to any person to whom it is unlawful for the Fund or
the Distributor to make such offer in such jurisdictions.
FINANCIAL STATEMENTS
The following financial statements and the report thereon of
PricewaterhouseCoopers LLP of each Portfolio are incorporated herein by
reference from their respective annual report filings made with the SEC pursuant
to Section 30(b) of the 1940 Act and Rule 30b2-1 thereunder. Any of the
following financial reports are available without charge upon request by calling
JP Morgan Funds Services at (800) 766-7722.
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------
Date of Annual Report; Date Annual Report Filed; and
Name of Portfolio Accession Number
-----------------------------------------------------------------------------------------------------
<S> <C>
J.P. Morgan Prime Money Market Reserves Fund 11/30/00
01/30/01
0000894088-01-000008
-----------------------------------------------------------------------------------------------------
J.P. Morgan Treasury Money Market Reserves 10/31/00
Fund 12/26/00
0000894088-00-000025
-----------------------------------------------------------------------------------------------------
</TABLE>
-32-
APPENDIX A
Description of Security Ratings
STANDARD & POOR'S
Corporate and Municipal Bonds
AAA - Debt rated AAA have the highest ratings assigned by Standard &
Poor's to a debt obligation. Capacity to pay interest and repay
principal is extremely strong.
AA - Debt rated AA have a very strong capacity to pay interest and repay
principal and differ from the highest rated issues only in a small
degree.
A - Debt rated A have a strong capacity to pay interest and repay
principal although they are somewhat more susceptible to the adverse
effects of changes in circumstances and economic conditions than
debt in higher rated categories.
BBB - Debt rated BBB are regarded as having an adequate capacity to pay
interest and repay principal. Whereas they normally exhibit adequate
protection parameters, adverse economic conditions or changing
circumstances are more likely to lead to a weakened capacity to pay
interest and repay principal for debt in this category than for debt
in higher rated categories.
Commercial Paper, including Tax Exempt
A - Issues assigned this highest rating are regarded as having the
greatest capacity for timely payment. Issues in this category are
further refined with the designations 1, 2, and 3 to indicate the
relative degree of safety.
A-1 - This designation indicates that the degree of safety regarding
timely payment is very strong.
Short-Term Tax-Exempt Notes
SP-1 - The short-term tax-exempt note rating of SP-1 is the highest rating
assigned by Standard & Poor's and has a very strong or strong
capacity to pay principal and interest. Those issues determined to
possess overwhelming safety characteristics are given a "plus" (+)
designation.
SP-2 - The short-term tax-exempt note rating of SP-2 has a satisfactory
capacity to pay principal and interest.
A-1
MOODY'S
Corporate and Municipal Bonds
Aaa - Bonds which are rated Aaa are judged to be of the best quality. They
carry the smallest degree of investment risk and are generally
referred to as "gilt edge." Interest payments are protected by a
large or by an exceptionally stable margin and principal is secure.
While the various protective elements are likely to change, such
changes as can be visualized are most unlikely to impair the
fundamentally strong position of such issues.
Aa - Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are
generally known as high grade bonds. They are rated lower than the
best bonds because margins of protection may not be as large as in
Aaa securities or fluctuation of protective elements may be of
greater amplitude or there may be other elements present which make
the long term risks appear somewhat larger than in Aaa securities.
A - Bonds which are rated A possess many favorable investment attributes
and are to be considered as upper medium grade obligations. Factors
giving security to principal and interest are considered adequate
but elements may be present which suggest a susceptibility to
impairment sometime in the future.
Baa - Bonds which are rated Baa are considered as medium grade
obligations, i.e., they are neither highly protected nor poorly
secured. Interest payments and principal security appear adequate
for the present but certain protective elements may be lacking or
may be characteristically unreliable over any great length of time.
Such bonds lack outstanding investment characteristics and in fact
have speculative characteristics as well.
Commercial Paper, including Tax Exempt
Prime-1 - Issuers rated Prime-1 (or related supporting institutions) have a
superior capacity for repayment of short-term promissory
obligations. Prime-1 repayment capacity will normally be evidenced
by the following characteristics:
- Leading market positions in well established industries.
- High rates of return on funds employed.
- Conservative capitalization structures with moderate reliance on
debt and ample asset protection.
- Broad margins in earnings coverage of fixed financial charges and
high internal cash generation.
- Well established access to a range of financial markets and assured
sources of alternate liquidity.
A-2
Short-Term Tax Exempt Notes
MIG-1 - The short-term tax-exempt note rating MIG-1 is the highest rating
assigned by Moody's for notes judged to be the best quality. Notes
with this rating enjoy strong protection from established cash
flows of funds for their servicing or from established and
broad-based access to the market for refinancing, or both.
MIG-2 - MIG-2 rated notes are of high quality but with margins of protection not
as large as MIG-1.
A-3
-----------------------------------------------------------------------------
AUGUST 31, 2000
-----------------------------------------------------------------------------
Chase Vista
Money Market Funds
ANNUAL REPORT
100% U.S. TREASURY
SECURITIES MONEY
MARKET FUND
U.S. GOVERNMENT
MONEY MARKET FUND
TREASURY PLUS MONEY
MARKET FUND
FEDERAL MONEY
MARKET FUND
CASH MANAGEMENT
FUND
PRIME MONEY
MARKET FUND
TAX FREE MONEY
MARKET FUND
NEW YORK TAX FREE
MONEY MARKET FUND
CALIFORNIA TAX FREE
MONEY MARKET FUND
[Chase Logo]
THE RIGHT RELATIONSHIP IS EVERYTHING.[RegTM]
ANMM-2-1000
----------------------------------------------------------------------------
Contents
----------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C>
Chairman's Letter 1
Chase Vista 100% U.S. Treasury Securities
Money Market Fund 2
Fund Facts
Chase Vista U.S. Government
Money Market Fund 3
Fund Facts
Chase Vista Treasury Plus Money Market Fund 4
Fund Facts
Chase Vista Federal Money Market Fund 5
Fund Facts
Chase Vista Cash Management Fund 6
Fund Facts
Chase Vista Prime Money Market Fund 7
Fund Facts
Chase Vista Tax Free Money Market Fund 8
Fund Facts
Chase Vista New York Tax Free
Money Market Fund 9
Fund Facts
Chase Vista California Tax Free
Money Market Fund 10
Fund Facts
Portfolios of Investments 11
Financial Statements 60
Notes to Financial Statements 71
</TABLE>
Highlights
o In light of very strong economic growth in the U.S., the Federal Reserve
Board continued its policy of raising short-term interest rates. At the end
of the reporting period, the Federal Funds rate stood at 6.5%.
o By June 2000, the first signs of moderation began to appear in the economy,
and subsequent data seemed to confirm the slowdown.
o Along with official Fed moves, yields on money market securities moved
higher for most of the reporting year before stabilizing.
---------------------------------------------------------
NOT FDIC INSURED | May lose value / No bank guarantee
---------------------------------------------------------
Chase Vista Funds are distributed by Vista Fund Distributors, Inc.
--------------------------------------------------------------------------------
CHASE VISTA MONEY MARKET FUNDS
--------------------------------------------------------------------------------
Chairman's Letter
October 2, 2000
Dear Shareholder:
We are pleased to present this annual report on each of the Chase Vista Money
Market Funds. Inside, you will find current seven-day yields and a current list
of holdings for each fund as of August 31, 2000, the final day of the reporting
year.
After Extended Burst of Growth, U.S. Economy Appears to Slow
For the great majority of the reporting year, the United States economy
continued to expand at a rapid pace, with GDP growth soaring well in excess of
the 3.5% that many analysts consider to be the Federal Reserve Board's maximum
non-inflationary trend rate. In response, the Fed continued its policy of
short-term interest rate increases, creating a generally negative backdrop for
the fixed-income markets. The exception was the long-term U.S. Treasury market,
which benefited from the February announcement and subsequent implementation of
a plan by the United States Treasury department to use proceeds of the budget
surplus to "buy back" longer-term Treasuries. This had the effect of creating
an inverted Treasury yield curve, where investors were paid more for holding
shorter-term Treasury securities than longer-term issues.
In June, with shifting economic data showing a slowing economy, investors
decided that the six Fed rate increases over the previous year had begun to
take effect. As evidence of a slowdown continued to mount, the bullish view was
that the Fed would achieve another "soft landing" in which growth will moderate
but not disappear. As of this writing, the Fed has kept the short-term rate
unchanged for four months. However, with several potentially troubling issues
on the horizon--including the price of crude oil rising to all-time
highs--investors are eagerly awaiting the upcoming third quarter GDP figures to
understand the full extent of the economy's slowdown.
In this environment, your portfolio managers did an excellent job, maintaining
competitive yields while maintaining the $1 net asset value per share. All of
us at Chase thank you for your continued investment and look forward to helping
you reach your financial goals for many years to come.
Sincerely yours,
/s/ Fergus Reid
Fergus Reid
Chairman
1
--------------------------------------------------------------------------------
CHASE VISTA 100% U.S. TREASURY SECURITIES MONEY MARKET FUND
As of August 31, 2000 (Unaudited)
--------------------------------------------------------------------------------
Fund Facts
<TABLE>
<S> <C>
--------------------------------------------------------------------------------
Objective | High current income consistent with
| capital preservation
--------------------------------------------------------------------------------
Primary investments | Direct obligations of the U.S. Treasury
| including Treasury bills, bonds and notes
--------------------------------------------------------------------------------
Suggested investment time frame | Short-term
--------------------------------------------------------------------------------
Share classes offered | Vista, Premier and Institutional Shares
--------------------------------------------------------------------------------
Net assets | $4.5 Billion
--------------------------------------------------------------------------------
Average maturity | 73 days
--------------------------------------------------------------------------------
S&P Rating | Not Rated
--------------------------------------------------------------------------------
Moody's Rating | Not Rated
--------------------------------------------------------------------------------
NAIC Rating | Not Rated
--------------------------------------------------------------------------------
</TABLE>
Maturity Schedule
<TABLE>
<S> <C>
------------------------------
1-14 days | 0.00%
------------------------------
15-30 days | 35.47%
------------------------------
31-60 days | 0.00%
------------------------------
61-90 days | 29.41%
------------------------------
91-180 days | 29.06%
------------------------------
181-270 days | 3.09%
------------------------------
271+ days | 2.97%
------------------------------
</TABLE>
7-Day SEC Yield(1)
<TABLE>
<S> <C>
------------------------------
Vista Shares | 5.62%
------------------------------
Premier Shares | 5.73%
------------------------------
Institutional Shares | 5.96%
------------------------------
</TABLE>
Past performance is not a guarantee of future results. Yields will fluctuate.
An investment in a money market fund is not insured by the FDIC or any other
government agency. Although money market funds strive to preserve the value of
the investment at $1.00 per share, it is possible to lose money by investing in
a money market fund.
(1) The yields for Vista Shares, Premier Shares and Institutional Shares reflect
the voluntary waiver of certain expenses. Without waivers, the yields would
have been 5.50%, 5.69% and 5.86% for Vista Shares, Premier Shares and
Institutional Shares, respectively. This voluntary waiver may be modified or
terminated at any time, which would reduce the fund's performance.
2
--------------------------------------------------------------------------------
CHASE VISTA U.S. GOVERNMENT MONEY MARKET FUND
As of August 31, 2000 (Unaudited)
--------------------------------------------------------------------------------
Fund Facts
<TABLE>
<S> <C>
--------------------------------------------------------------------------------
Objective | High current income consistent with
| capital preservation
--------------------------------------------------------------------------------
Primary investments | Direct obligations of the U.S. Treasury and its
| Agencies including Treasury bills, bonds, notes
| and repurchase agreements
--------------------------------------------------------------------------------
Suggested investment time frame | Short-term
--------------------------------------------------------------------------------
Share classes offered | Vista, Premier and Institutional Shares
--------------------------------------------------------------------------------
Net assets | $7.2 Billion
--------------------------------------------------------------------------------
Average maturity | 50 days
--------------------------------------------------------------------------------
S&P Rating* | AAA
--------------------------------------------------------------------------------
Moody's Rating* | Aaa
--------------------------------------------------------------------------------
NAIC Rating* | Class 1
--------------------------------------------------------------------------------
</TABLE>
* This rating is historical and is based upon the Fund's credit quality, market
price exposure and management. It signifies that the Fund's safety is excellent
and that it has superior capacity to maintain a $1 Net Asset Value per share.
The National Association of Insurance Commissioners' (NAIC's) Class 1 status
indicates that the Fund meets certain pricing and quality guidelines.
Maturity Schedule
<TABLE>
<S> <C>
-----------------------------
1-14 days | 64.32%
-----------------------------
15-30 days | 2.75%
-----------------------------
31-60 days | 7.06%
-----------------------------
61-90 days | 5.11%
-----------------------------
91-180 days | 10.95%
-----------------------------
181-270 days | 5.66%
-----------------------------
271+ days | 4.15%
-----------------------------
</TABLE>
7-Day SEC Yield(1)
<TABLE>
<S> <C>
-------------------------------
Vista Shares | 6.06%
-------------------------------
Premier Shares | 6.20%
-------------------------------
Institutional Shares | 6.39%
-------------------------------
</TABLE>
Past performance is not a guarantee of future results. Yields will fluctuate.
An investment in a money market fund is not insured by the FDIC or any other
government agency. Although money market funds strive to preserve the value of
the investment at $1.00 per share, it is possible to lose money by investing in
a money market fund.
(1) The yields for Vista Shares, Premier Shares and Institutional Shares reflect
the voluntary waiver of certain expenses. Without waivers, the yields would
have been 5.97%, 6.07% and 6.33% for Vista Shares, Premier Shares and
Institutional Shares, respectively. This voluntary waiver may be modified or
terminated at any time, which would reduce the fund's performance.
3
--------------------------------------------------------------------------------
CHASE VISTA TREASURY PLUS MONEY MARKET FUND
As of August 31, 2000 (Unaudited)
--------------------------------------------------------------------------------
Fund Facts
<TABLE>
<S> <C>
--------------------------------------------------------------------------------
Objective | High current income consistent with
| capital preservation
--------------------------------------------------------------------------------
Primary investments | Direct obligations of the U.S. Treasury
| including Treasury bills, bonds and notes
| as well as repurchase agreements which
| are fully collateralized by obligations
| issued or guaranteed by the U.S. Treasury
--------------------------------------------------------------------------------
Suggested investment time frame | Short-term
--------------------------------------------------------------------------------
Share classes offered | Vista, Premier and Institutional Shares
--------------------------------------------------------------------------------
Net assets | $2.5 Billion
--------------------------------------------------------------------------------
Average maturity | 4 days
--------------------------------------------------------------------------------
S&P Rating* | AAA
--------------------------------------------------------------------------------
Moody's Rating* | Aaa
--------------------------------------------------------------------------------
NAIC Rating* | Exempt
--------------------------------------------------------------------------------
</TABLE>
* This rating is historical and is based upon the Fund's credit quality, market
price exposure and management. It signifies that the Fund's safety is excellent
and that it has superior capacity to maintain a $1 Net Asset Value per share.
The National Association of Insurance Commissioners' (NAIC's) "exempt" status
indicates that the Fund meets certain pricing and quality guidelines.
Maturity Schedule
<TABLE>
<S> <C>
-----------------------------
1-14 days | 77.10%
-----------------------------
15-30 days | 22.90%
-----------------------------
31-60 days | 0.00%
-----------------------------
61-90 days | 0.00%
-----------------------------
91-180 days | 0.00%
-----------------------------
181-270 days | 0.00%
-----------------------------
271+ days | 0.00%
-----------------------------
</TABLE>
7-Day SEC Yield(1)
<TABLE>
<S> <C>
------------------------------------
Vista Shares | 5.97%
------------------------------------
Premier Shares | 6.11%
------------------------------------
Institutional Shares | 6.31%
------------------------------------
</TABLE>
Past performance is not a guarantee of future results. Yields will fluctuate.
An investment in a money market fund is not insured by the FDIC or any other
government agency. Although money market funds strive to preserve the value of
the investment at $1.00 per share, it is possible to lose money by investing in
a money market fund.
(1) The yields for Vista Shares, Premier Shares and Institutional Shares reflect
the voluntary waiver of certain expenses. Without waivers, the yields would
have been 5.85%, 6.05% and 6.20% for Vista Shares, Premier Shares and
Institutional Shares, respectively. This voluntary waiver may be modified or
terminated at any time, which would reduce the fund's performance.
4
--------------------------------------------------------------------------------
CHASE VISTA FEDERAL MONEY MARKET FUND
As of August 31, 2000 (Unaudited)
--------------------------------------------------------------------------------
Fund Facts
<TABLE>
--------------------------------------------------------------------------------------
<S> <C>
Objective | High current income consistent with
| capital preservation
--------------------------------------------------------------------------------------
Primary investments | Direct obligations of the U.S. Treasury including
| Treasury bills, bonds and notes as well as
| obligations issued or guaranteed by the U.S.
| Treasury and its Agencies
--------------------------------------------------------------------------------------
Suggested investment time frame | Short-term
--------------------------------------------------------------------------------------
Share classes offered | Vista, Premier, Institutional and Reserve Shares
--------------------------------------------------------------------------------------
Net assets | $1.1 Billion
--------------------------------------------------------------------------------------
Average maturity | 59 days
--------------------------------------------------------------------------------------
S&P Rating | Not Rated
--------------------------------------------------------------------------------------
Moody's Rating | Not Rated
--------------------------------------------------------------------------------------
NAIC Rating | Not Rated
--------------------------------------------------------------------------------------
</TABLE>
Maturity Schedule
<TABLE>
<S> <C>
-----------------------------
1-14 days | 35.45%
-----------------------------
15-30 days | 26.66%
-----------------------------
31-60 days | 7.70%
-----------------------------
61-90 days | 1.30%
-----------------------------
91-180 days | 12.61%
-----------------------------
181-270 days | 16.28%
-----------------------------
271+ days | 0.00%
-----------------------------
</TABLE>
7-Day SEC Yield(1)
<TABLE>
<S> <C>
------------------------------------
Vista Shares | 5.80%
------------------------------------
Premier Shares | 6.02%
------------------------------------
Institutional Shares | 6.24%
------------------------------------
Reserve Shares | 5.71%
------------------------------------
</TABLE>
Past performance is not a guarantee of future results. Yields will fluctuate.
An investment in a money market fund is not insured by the FDIC or any other
government agency. Although money market funds strive to preserve the value of
the investment at $1.00 per share, it is possible to lose money by investing in
a money market fund.
(1) The yields for Vista Shares, Institutional Shares and Reserve Shares reflect
the voluntary waiver of certain expenses. Without waivers, the yields would
have been 5.78%, 6.17% and 5.06% for Vista Shares, Institutional Shares and
Reserve Shares, respectively. This voluntary waiver may be modified or
terminated at any time, which would reduce the fund's performance.
5
--------------------------------------------------------------------------------
CHASE VISTA CASH MANAGEMENT FUND
As of August 31, 2000 (Unaudited)
--------------------------------------------------------------------------------
Fund Facts
<TABLE>
<S> <C>
--------------------------------------------------------------------------------
Objective | High current income consistent with
| capital preservation
--------------------------------------------------------------------------------
Primary investments | High quality, short-term, U.S. dollar-
| denominated money market instruments
--------------------------------------------------------------------------------
Suggested investment time frame | Short-term
--------------------------------------------------------------------------------
Share classes offered | Vista, Premier and Institutional Shares
--------------------------------------------------------------------------------
Net assets | $11.1 Billion
--------------------------------------------------------------------------------
Average maturity | 49 days
--------------------------------------------------------------------------------
S&P Rating | Not Rated
--------------------------------------------------------------------------------
Moody's Rating | Not Rated
--------------------------------------------------------------------------------
NAIC Rating | Not Rated
--------------------------------------------------------------------------------
</TABLE>
Maturity Schedule
<TABLE>
<S> <C>
-----------------------------
1-14 days | 30.52%
-----------------------------
15-30 days | 31.88%
-----------------------------
31-60 days | 11.03%
-----------------------------
61-90 days | 11.23%
-----------------------------
91-180 days | 9.41%
-----------------------------
181-270 days | 4.80%
-----------------------------
271+ days | 1.13%
-----------------------------
</TABLE>
7-Day SEC Yield(1)
<TABLE>
<S> <C>
------------------------------------
Vista Shares | 6.14%
------------------------------------
Premier Shares | 6.28%
------------------------------------
Institutional Shares | 6.47%
------------------------------------
</TABLE>
Past performance is not a guarantee of future results. Yields will fluctuate.
An investment in a money market fund is not insured by the FDIC or any other
government agency. Although money market funds strive to preserve the value of
the investment at $1.00 per share, it is possible to lose money by investing in
a money market fund.
(1) The yields for Vista Shares, Premier Shares and Institutional Shares reflect
the voluntary waiver of certain expenses. Without waivers, the yields would
have been 6.12%, 6.22% and 6.39% for Vista Shares, Premier Shares and
Institutional Shares, respectively. This voluntary waiver may be modified or
terminated at any time, which would reduce the fund's performance.
6
--------------------------------------------------------------------------------
CHASE VISTA PRIME MONEY MARKET FUND
As of August 31, 2000 (Unaudited)
--------------------------------------------------------------------------------
Fund Facts
<TABLE>
<S> <C>
--------------------------------------------------------------------------------------------
Objective | High current income consistent with
| capital preservation
--------------------------------------------------------------------------------------------
Primary investments | High quality, short-term, U.S. dollar-
| denominated money market instruments
--------------------------------------------------------------------------------------------
Suggested investment time frame | Short-term
--------------------------------------------------------------------------------------------
Share classes offered | Vista, Premier, Institutional, Reserve, B and C Shares
--------------------------------------------------------------------------------------------
Net assets | $12.8 Billion
--------------------------------------------------------------------------------------------
Average maturity | 50 days
--------------------------------------------------------------------------------------------
S&P Rating* | AAA
--------------------------------------------------------------------------------------------
Moody's Rating* | Aaa
--------------------------------------------------------------------------------------------
NAIC Rating* | Class 1
--------------------------------------------------------------------------------------------
</TABLE>
* This rating is historical and is based upon the Fund's credit quality, market
price exposure and management. It signifies that the Fund's safety is excellent
and that it has superior capacity to maintain a $1 Net Asset Value per share.
The National Association of Insurance Commissioners' (NAIC's) Class 1 status
indicates that the Fund meets certain pricing and quality guidelines.
Maturity Schedule
<TABLE>
<S> <C>
-----------------------------
1-14 days | 34.98%
-----------------------------
15-30 days | 37.76%
-----------------------------
31-60 days | 4.94%
-----------------------------
61-90 days | 4.34%
-----------------------------
91-180 days | 11.42%
-----------------------------
181-270 days | 4.86%
-----------------------------
271+ days | 1.70%
-----------------------------
</TABLE>
7-Day SEC Yield(1)
<TABLE>
<S> <C>
------------------------------------
B Shares | 5.46%
------------------------------------
C Shares | 5.46%
------------------------------------
Vista Shares | 6.11%
------------------------------------
Premier Shares | 6.24%
------------------------------------
Institutional Shares | 6.43%
------------------------------------
Reserve Shares | 5.90%
------------------------------------
</TABLE>
Past performance is not a guarantee of future results. Yields will fluctuate.
An investment in a money market fund is not insured by the FDIC or any other
government agency. Although money market funds strive to preserve the value of
the investment at $1.00 per share, it is possible to lose money by investing in
a money market fund.
(1) The yields for B Shares, C Shares, Vista Shares, Premier Shares,
Institutional Shares and Reserve Shares reflect the voluntary waiver of certain
expenses. Without waivers, the yields would have been 5.45%, 5.45%, 6.10%,
6.21%, 6.36% and 5.24% for B Shares, C Shares, Vista Shares, Premier Shares,
Institutional Shares and Reserve Shares, respectively. This voluntary waiver
may be modified or terminated at any time, which would reduce the fund's
performance.
7
--------------------------------------------------------------------------------
CHASE VISTA TAX FREE MONEY MARKET FUND
As of August 31, 2000 (Unaudited)
--------------------------------------------------------------------------------
Fund Facts
<TABLE>
<S> <C>
-------------------------------------------------------------------------------------
Objective | High current tax free income consistent
| with capital preservation*
-------------------------------------------------------------------------------------
Primary investments | Short-term municipal obligations
-------------------------------------------------------------------------------------
Suggested investment time frame | Short-term
-------------------------------------------------------------------------------------
Share classes offered | Vista, Premier, Institutional and Reserve Shares
-------------------------------------------------------------------------------------
Net assets | $1.7 Billion
-------------------------------------------------------------------------------------
Average maturity | 55 days
-------------------------------------------------------------------------------------
S&P Rating** | AAA
-------------------------------------------------------------------------------------
Moody's Rating | Not rated
-------------------------------------------------------------------------------------
NAIC Rating | Not rated
-------------------------------------------------------------------------------------
</TABLE>
** This rating is historical and is based upon the Fund's credit quality,
market price exposure and management. It signifies that the Fund's safety is
excellent and that it has superior capacity to maintain a $1 Net Asset Value
per share.
Maturity Schedule
<TABLE>
<S> <C>
-----------------------------
1-7 days | 67.63%
-----------------------------
8-30 days | 4.37%
-----------------------------
31-90 days | 8.18%
-----------------------------
91-180 days | 8.76%
-----------------------------
181-270 days | 4.23%
-----------------------------
271+ days | 6.83%
-----------------------------
</TABLE>
Yields
<TABLE>
<CAPTION>
Taxable
7-Day Equivalent
SEC Yield(1) Yield(2)
-----------------------------------------------------
<S> <C> <C>
Vista Shares | 3.73% | 6.18%
-----------------------------------------------------
Premier Shares | 3.80% | 6.29%
-----------------------------------------------------
Institutional Shares | 4.06% | 6.72%
-----------------------------------------------------
Reserve Shares | 3.52% | 5.83%
-----------------------------------------------------
</TABLE>
Past performance is not a guarantee of future results. Yields will fluctuate.
An investment in a money market fund is not insured by the FDIC or any other
government agency. Although money market funds strive to preserve the value of
the investment at $1.00 per share, it is possible to lose money by investing in
a money market fund.
(1) The yields for Vista Shares, Premier Shares, Institutional Shares and
Reserve Shares reflect the voluntary waiver of certain expenses. Without
waivers, the yields would have been 3.61%, 3.80%, 3.96% and 2.87% for Vista
Shares, Premier Shares, Institutional Shares and Reserve Shares, respectively.
This voluntary waiver may be modified or terminated at any time, which would
reduce performance.
(2) Taxable equivalent yields are calculated based on the SEC yield divided by 1
minus the effective tax rate. The effective federal tax rate used for this
illustration is 39.6%.
* A portion of the Fund's income may be subject to the Alternative Minimum Tax
(AMT), and some investors may be subject to certain state and local taxes.
8
--------------------------------------------------------------------------------
CHASE VISTA NEW YORK TAX FREE MONEY MARKET FUND
As of August 31, 2000 (Unaudited)
--------------------------------------------------------------------------------
Fund Facts
<TABLE>
<S> <C>
--------------------------------------------------------------------------------
Objective | High current tax free income consistent
| with capital preservation*
--------------------------------------------------------------------------------
Primary investments | New York short-term municipal obligations
--------------------------------------------------------------------------------
Suggested investment time frame | Short-term
--------------------------------------------------------------------------------
Share classes offered | Vista and Reserve Shares
--------------------------------------------------------------------------------
Net assets | $1.8 Billion
--------------------------------------------------------------------------------
Average maturity | 54 days
--------------------------------------------------------------------------------
S&P Rating | Not rated
--------------------------------------------------------------------------------
Moody's Rating | Not rated
--------------------------------------------------------------------------------
NAIC Rating | Not rated
--------------------------------------------------------------------------------
</TABLE>
Maturity Schedule
<TABLE>
<S> <C>
-----------------------------
1-7 days | 72.53%
-----------------------------
8-30 days | 0.23%
-----------------------------
31-90 days | 8.78%
-----------------------------
91-180 days | 3.93%
-----------------------------
181-270 days | 4.33%
-----------------------------
271+ days | 10.20%
-----------------------------
</TABLE>
Yields
<TABLE>
<CAPTION>
Taxable
7-Day Equivalent
SEC Yield(1) Yield(2)
-------------------------------------------------
<S> <C> <C>
Vista Shares | 3.59% | 6.65%
-------------------------------------------------
Reserve Shares | 3.39% | 6.28%
-------------------------------------------------
</TABLE>
Past performance is not a guarantee of future results. Yields will fluctuate.
An investment in a money market fund is not insured by the FDIC or any other
government agency. Although money market funds strive to preserve the value of
the investment at $1.00 per share, it is possible to lose money by investing in
a money market fund.
(1) The yields for Vista Shares and Reserve Shares reflect the voluntary waiver
of certain expenses. Without waivers, the yield would have been 3.48% for Vista
Shares and 2.69% for Reserve Shares. This voluntary waiver may be modified or
terminated at any time, which would reduce performance.
(2) Taxable Equivalent Yields are calculated based on the SEC yield divided by 1
minus the effective tax rate. The effective combined federal, state and local
tax rate used for this illustration is 46.05%.
* A portion of the Fund's income may be subject to the Alternative Minimum Tax
(AMT), and some investors may be subject to certain state and local taxes.
9
--------------------------------------------------------------------------------
CHASE VISTA CALIFORNIA TAX FREE MONEY MARKET FUND
As of August 31, 2000 (Unaudited)
--------------------------------------------------------------------------------
Fund Facts
<TABLE>
<S> <C>
--------------------------------------------------------------------------------
Objective | High current tax free income consistent
with capital preservation*
--------------------------------------------------------------------------------
Primary investments | California short-term municipal obligations
--------------------------------------------------------------------------------
Suggested investment time frame | Short-term
--------------------------------------------------------------------------------
Share Classes Offered | Vista Shares
--------------------------------------------------------------------------------
Net assets | $77.5 Million
--------------------------------------------------------------------------------
Average maturity | 46 days
--------------------------------------------------------------------------------
S&P Rating | Not rated
--------------------------------------------------------------------------------
Moody's Rating | Not rated
--------------------------------------------------------------------------------
NAIC Rating | Not rated
--------------------------------------------------------------------------------
</TABLE>
Maturity Schedule
<TABLE>
<S> <C>
-----------------------------
1-7 days | 73.85%
-----------------------------
8-30 days | 7.67%
-----------------------------
31-90 days | 1.80%
-----------------------------
91-180 days | 8.64%
-----------------------------
181-270 days | 0.00%
-----------------------------
271+ days | 8.04%
-----------------------------
</TABLE>
Yields
<TABLE>
<CAPTION>
Taxable
7-Day Equivalent
SEC Yield(1) Yield(2)
------------------------------------------------
<S> <C> <C>
Vista Shares 3.25% 5.93%
------------------------------------------------
</TABLE>
Past performance is not a guarantee of future results. Yields will fluctuate.
An investment in a money market fund is not insured by the FDIC or any other
government agency. Although money market funds strive to preserve the value of
the investment at $1.00 per share, it is possible to lose money by investing in
a money market fund.
(1) The yield for Vista Shares reflects the voluntary waiver of certain
expenses. Without waivers, the yield would have been 3.00%. This voluntary
waiver may be modified or terminated at any time, which would reduce
performance.
(2) Taxable Equivalent Yields are calculated based on the SEC yield divided by 1
minus the effective tax rate. The effective combined federal, state and local
tax rate used for this illustration is 45.22%.
* A portion of the Fund's income may be subject to the Alternative Minimum Tax
(AMT), and some investors may be subject to certain state and local taxes.
10
--------------------------------------------------------------------------------
CHASE VISTA 100% U.S. TREASURY SECURITIES MONEY MARKET FUND
Portfolio of Investments
--------------------------------------------------------------------------------
As of August 31, 2000
(Amounts in thousands)
<TABLE>
<CAPTION>
Principal
Amount Issuer Value
--------------------------------------------------------------------------------
Money Market Instruments -- 99.5%
--------------------------------------------------------------------------------
<S> <C> <C>
U.S. Treasury Securities -- 99.5%
------------------------------------
U.S. Treasury Bills,
$ 82,730 6.19%, 11/16/00 $ 81,666
75,000 6.21%, 11/24/00 73,931
33,511 6.32%, 09/21/00 33,393
6,374 6.38%, 09/21/00 6,352
1,500,000 6.44%, 09/15/00 1,496,252
U.S. Treasury Notes,
745,000 4.00%, 10/31/00 742,336
230,000 4.50%, 01/31/01 228,264
627,000 4.63%, 11/30/00 624,528
100,000 5.00%, 02/28/01 99,336
135,000 5.25%, 05/31/01 133,855
225,000 5.38%, 02/15/01 223,979
231,500 5.63%, 11/30/00 231,099
40,000 5.63%, 05/15/01 39,786
426,000 5.75%, 11/15/00 425,599
60,502 6.13%, 09/30/00 60,500
--------------------------------------------------------------------------------
Total Investments -- 99.5% $4,500,876
(Cost $4,500,876)*
--------------------------------------------------------------------------------
</TABLE>
See notes to financial statements.
11
--------------------------------------------------------------------------------
CHASE VISTA U.S. GOVERNMENT MONEY MARKET FUND
Portfolio of Investments
--------------------------------------------------------------------------------
As of August 31, 2000
(Amounts in thousands)
<TABLE>
<CAPTION>
Principal
Amount Issuer Value
--------------------------------------------------------------------------------
Money Market Instruments -- 100.9%
--------------------------------------------------------------------------------
<S> <C> <C>
U.S. Government Agency Securities -- 100.2%
--------------------------------------------
Federal Farm Credit Bank -- 1.3%
$ 90,000 Federal Farm Credit Bank, FRN, 6.54%, 03/01/01 $ 90,000
Federal Home Loan Bank -- 25.6%
Federal Home Loan Bank,
111,600 6.04%, 10/25/00 111,600
100,000 6.55%, 02/15/01 100,000
100,000 6.70%, 03/01/01 100,000
75,000 6.75%, 03/01/01 75,000
38,000 7.00%, 05/18/01 38,000
50,000 7.16%, 07/17/01 49,992
50,000 7.17%, 07/13/01 50,000
100,000 DN, 6.44%, 03/09/01 96,824
450,000 DN, 6.51%, 09/01/00 450,000
200,000 FRN, 6.48%, 07/18/01 199,877
250,000 FRN, 6.55%, 10/10/00 249,977
100,000 FRN, 6.67%, 04/12/01 100,000
65,000 FRN, 6.70%, 03/06/01 64,983
150,000 FRN, 6.72%, 05/10/01 149,948
----------
1,836,201
Federal Home Loan Mortgage Corp. -- 13.8%
Federal Home Loan Mortgage Corp.,
175,000 DN, 6.50%, 11/16/00 172,636
90,900 DN, 6.60%, 01/04/01 88,874
200,000 DN, 6.62%, 02/14/01 194,102
135,189 DN, 6.70%, 12/07/00 132,825
100,000 MTN, 6.75%, 04/27/01 100,000
100,000 MTN, 6.90%, 08/24/01 100,000
100,000 MTN, +, 6.90%, 09/11/01 100,000
100,000 MTN, 7.10%, 07/17/01 100,000
----------
988,437
Federal National Mortgage Association -- 42.4%
Federal National Mortgage Association,
150,000 DN, 6.34%, 10/12/00 148,949
200,000 DN, 6.50%, 11/16/00 197,298
170,096 DN, 6.60%, 01/04/01 166,304
200,000 DN, @, 6.63%, 09/28/00 199,022
111,922 DN, 6.70%, 12/07/00 109,965
250,000 FRN, 6.49%, 06/07/01 249,842
315,000 FRN, 6.53%, 05/24/01 315,000
250,000 FRN, 6.59%, 03/01/01 249,901
310,000 FRN, 6.72%, 05/10/01 309,974
250,000 MTN, FRN, 6.42%, 12/08/00 249,934
150,000 MTN, FRN, 6.59%, 11/06/00 149,976
200,000 MTN, FRN, 6.63%, 09/05/00 199,999
500,000 MTN, FRN, 6.64%, 09/18/00 499,996
----------
3,046,160
Student Loan Marketing Association -- 17.1%
Student Loan Marketing Association,
150,000 FRN, 6.47%, 09/21/00 150,000
135,000 FRN, 6.57%, 10/19/00 135,000
100,000 FRN, 6.67%, 02/15/01 100,000
</TABLE>
See notes to financial statements.
12
CHASE VISTA U.S. GOVERNMENT MONEY MARKET FUND
Portfolio of Investments (Continued)
As of August 31, 2000
(Amounts in thousands)
<TABLE>
<CAPTION>
Principal
Amount Issuer Value
----------------------------------------------------------------------------------
Money Market Instruments -- Continued
----------------------------------------------------------------------------------
<S> <C> <C>
Student Loan Marketing Association -- Continued
$ 200,000 FRN, 6.84%, 07/24/01 $ 199,911
200,000 MTN, FRN, 6.76%, 03/05/01 199,950
175,000 MTN, FRN, 6.77%, 08/09/01 174,921
100,000 MTN, FRN, 6.79%, 08/09/01 99,955
165,000 MTN, FRN, 6.84%, 08/23/01 165,030
----------
1,224,767
------------------------------------------------------------------
Total U.S. Government Agency Securities 7,185,565
(Cost $7,185,565)
------------------------------------------------------------------
Repurchase Agreement -- 0.7%
----------------------------
49,454 Salomon Smith Barney, Tri Party, 6.66%, due 09/01/00
(Dated 08/31/00, Proceeds $49,463, Secured by FHLMC,
$52,107, DN, due 03/01/01; Market Value $50,444) 49,454
(Cost $49,454)
----------------------------------------------------------------------------------
Total Investments -- 100.9% $7,235,019
(Cost $7,235,019)*
----------------------------------------------------------------------------------
</TABLE>
See notes to financial statements.
13
--------------------------------------------------------------------------------
CHASE VISTA TREASURY PLUS MONEY MARKET FUND
Portfolio of Investments
--------------------------------------------------------------------------------
As of August 31, 2000
(Amounts in thousands)
<TABLE>
<CAPTION>
Principal
Amount Issuer Value
------------------------------------------------------------------------------------------
Money Market Instruments -- 100.2%
------------------------------------------------------------------------------------------
<S> <C> <C>
U.S. Treasury Securities -- 22.9%
---------------------------------
U.S. Treasury Bills,
$ 75,000 6.36%, 09/21/00 $ 74,736
500,000 6.44%, 09/15/00 498,751
--------------------------------------------------------------------------
Total U.S. Treasury Securities 573,487
(Cost $573,487)
--------------------------------------------------------------------------
Repurchase Agreements -- 77.3%
------------------------------
120,000 Bear Stearns, Tri Party, 6.60%, due 09/01/00 (Dated
08/31/00, Proceeds $120,022, Secured by USTR,
$127,707, 5.00% through 7.25%, due 11/15/00
through 10/15/06; Market Value $128,475) 120,000
620,000 Deutsche Bank, Tri Party, 6.61%, due 09/01/00 (Dated
08/31/00, Proceeds $620,114, Secured by USTR,
$593,827, 4.88% through 8.75%, due 02/15/01
through 11/15/26; Market Value $632,400) 620,000
111,548 Goldman Sachs & Co., Tri Party, 6.58%, due 09/01/00
(Dated 08/31/00, Proceeds $111,568, Secured by USTR,
$93,269, 7.88%, due 02/15/21; Market Value $113,780) 111,548
620,000 Greenwich Capital Markets, Inc., Tri Party, 6.60%, due
09/01/00 (Dated 08/31/00, Proceeds $620,114, Secured
by USTR, $578,264, 3.63% through 13.25%, due
09/30/00 through 02/15/29; Market Value $631,308) 620,000
100,000 Lehman Brothers, Inc., Tri Party, 6.58%, due 09/01/00
(Dated 08/31/00, Proceeds $100,018, Secured by USTR,
$102,149, 5.50% through 6.38%, due 08/31/01
through 08/15/10; Market Value $102,005) 100,000
120,000 Merrill Lynch & Co., Inc., Tri Party, 6.62%, due 09/01/00
(Dated 08/31/00 Proceeds $120,022, Secured by USTR,
$98,960, 3.63% through 14.00%, due 11/15/10
through 11/15/28; Market Value $122,404) 120,000
120,000 Morgan Stanley Dean Witter & Co., Tri Party, 6.50%,
due 09/01/00 (Dated 08/31/00, Proceeds $120,022,
Secured by USTR, $120,312, 6.13% through 7.88%,
due 08/15/01 through 08/15/07; Market Value
$123,630) 120,000
120,000 Salomon Smith Barney, Tri Party, 6.62%, due 09/01/00
(Dated 08/31/00, Proceeds $120,022, Secured by USTR,
$107,055, 5.50% through 12.50%, due 10/05/00
through 08/15/28; Market Value $123,727) 120,000
--------------------------------------------------------------------------
Total Repurchase Agreements 1,931,548
(Cost $1,931,548)
------------------------------------------------------------------------------------------
Total Investments -- 100.2% $2,505,035
(Cost $2,505,035)*
------------------------------------------------------------------------------------------
</TABLE>
See notes to financial statements.
14
--------------------------------------------------------------------------------
CHASE VISTA FEDERAL MONEY MARKET FUND
Portfolio of Investments
--------------------------------------------------------------------------------
As of August 31, 2000
(Amounts in thousands)
<TABLE>
<CAPTION>
Principal
Amount Issuer Value
--------------------------------------------------------------------------------
Money Market Instruments -- 99.7%
--------------------------------------------------------------------------------
<S> <C> <C>
U.S. Government Agency Securities -- 99.7%
------------------------------------------
Federal Farm Credit Bank -- 9.6%
Federal Farm Credit Bank,
$ 8,439 DN, 5.89%, 10/26/00 $ 8,367
1,561 DN, 5.91%, 10/26/00 1,548
100,000 FRN, 6.44%, 05/01/01 99,967
----------
109,882
Federal Home Loan Bank -- 85.7%
Federal Home Loan Bank,
25,000 6.75%, 03/01/01 25,000
15,500 6.76%, 03/13/01 15,500
20,000 DN, 5.89%, 10/27/00 19,827
8,000 DN, 5.91%, 10/06/00 7,957
15,000 DN, 5.93%, 11/24/00 14,804
20,000 DN, 6.03%, 12/08/00 19,690
25,000 DN, 6.13%, 12/22/00 24,550
15,000 DN, 6.32%, 01/08/01 14,680
37,319 DN, 6.44%, 09/15/00 37,225
100,000 DN, 6.50%, 09/27/00 99,533
25,000 DN, 6.50%, 02/01/01 24,352
3,821 DN, 6.51%, 09/01/00 3,821
75,000 DN, 6.51%, 09/27/00 74,649
25,000 DN, 6.51%, 03/15/01 24,172
16,844 DN, 6.54%, 01/16/01 16,436
45,000 DN, 6.55%, 01/16/01 43,911
25,000 DN, 6.55%, 04/09/01 24,060
92,429 DN, 6.56%, 09/15/00 92,198
25,000 DN, 6.57%, 04/20/01 24,010
75,000 DN, 6.61%, 02/28/01 72,600
75,000 FRN, MTN, 6.46%, 03/20/01 74,976
50,000 FRN, 6.48%, 07/18/01 49,969
50,000 FRN, 6.55%, 10/10/00 49,995
75,000 FRN, 6.61%, 09/22/00 74,999
50,000 FRN, 6.72%, 05/10/01 49,983
----------
978,897
Student Loan Marketing Association -- 4.4%
50,000 Student Loan Marketing Association, FRN,
6.57%, 10/19/00 50,000
--------------------------------------------------------------------------------
Total Investments -- 99.7% $1,138,779
(Cost $1,138,779)*
--------------------------------------------------------------------------------
</TABLE>
See notes to financial statements.
15
--------------------------------------------------------------------------------
CHASE VISTA CASH MANAGEMENT FUND
Portfolio of Investments
--------------------------------------------------------------------------------
As of August 31, 2000
(Amounts in thousands)
<TABLE>
<CAPTION>
Principal
Amount
(USD) Issuer Value
---------------------------------------------------------------------------------------
Money Market Instruments -- 99.5%
---------------------------------------------------------------------------------------
<S> <C> <C>
U.S. Government Agency Securities -- 2.3%
-----------------------------------------
Federal Home Loan Bank,
$ 35,000 DN, 5.93%, 11/24/00 $ 34,543
93,900 DN, 5.93%, 12/01/00 92,571
25,000 DN, 6.50%, 02/01/01 24,352
50,000 DN, 6.51%, 03/15/01 48,344
17,798 DN, 6.55%, 04/09/01 17,129
35,000 DN, 6.57%, 04/20/01 33,614
---------------------------------------------------------------------
Total U.S. Government Agency Securities 250,553
(Cost $250,553)
---------------------------------------------------------------------
State and Municipal Obligations -- 1.3%
---------------------------------------
California -- 1.0%
60,610 California Housing Finance Agency, Home Mortgage,
Ser. M, Rev. FRDO, 6.58%, 09/04/00 60,610
20,000 California Pollution Control Financing Authority,
Environmental Improvement, Shell Oil Co., Project B,
Rev. FRDO, 6.57%, 09/06/00 20,000
22,000 Sacramento County, California, Rev. FRDO, 6.55%, 09/04/00 22,000
-------
102,610
Missouri -- 0.1%
16,200 SSM Healthcare, Missouri Health Facilities, Ser. E,
Rev. FRDO, 6.62%, 09/05/00 16,200
Texas -- 0.2%
27,500 Texas State, Veterans Housing Assistance, Ser. A-2,
GO, FRDO, 6.60%, 09/04/00 27,500
---------------------------------------------------------------------
Total State and Municipal Obligations 146,310
(Cost $146,310)
---------------------------------------------------------------------
Corporate Notes & Bonds -- 59.8%
--------------------------------
Asset Backed Securities -- 13.3%
Asset Backed Capital Finance, Inc.,
100,000 MTN, FRN, #, 6.63%, 05/25/01 99,993
50,000 MTN, FRN, #, 6.63%, 06/18/01 50,000
70,000 MTN, FRN, #, 6.64%, 06/19/01 70,000
110,000 Asset Securitization Cooperative Corp. (ASCC),
FRN, 6.57%, 01/12/01 109,981
134,427 Associates Manufactured Housing Corp., Ser. 1999-1,
Class A, Putable, FRN, #, 6.85%, 10/15/00 134,443
125,000 Beta Finance Corp., Inc., (Channel Islands),
MTN, FRN, #, 6.60%, 05/08/01 125,000
CC USA, Inc., (Centauri Corp.),
50,000 MTN, #, 7.07%, 07/25/01 50,000
75,000 MTN, #, 7.48%, 06/07/01 75,000
75,000 Compass Securitization LLC, FRN, 6.59%, 10/16/00 74,999
130,000 Lexington Parker Capital, FRN, 6.63%, 01/25/01 129,994
Liberty Lighthouse U.S. Capital Co.,
120,000 MTN, FRN, #, 6.68%, 03/05/01 120,000
65,000 MTN, FRN, #, 6.83%, 11/06/00 65,000
100,000 Strategic Money Market (SMM), Trust 2000-B, FRN, #,
6.81%, 12/13/00 100,000
</TABLE>
See notes to financial statements.
16
CHASE VISTA CASH MANAGEMENT FUND
Portfolio of Investments (Continued)
As of August 31, 2000
(Amounts in thousands)
<TABLE>
<CAPTION>
Principal
Amount
(USD) Issuer Value
---------------------------------------------------------------------------------------
Money Market Instruments -- Continued
---------------------------------------------------------------------------------------
<S> <C> <C>
Asset Backed Securities -- Continued
$ 100,000 Special Purpose Accounts Receivable Cooperative Corp.,
FRN, 6.62%, 01/05/01 $ 100,000
75,000 Structured Products Asset Return Certificates, Ser.
1998-1, FRN, #, 6.73%, 11/27/00 75,000
100,000 Variable Funding Capital Corp., FRN, 6.60%, 02/05/01 99,992
----------
1,479,402
Automotive -- 8.0%
American Honda Finance Corp.,
100,000 MTN, FRN, #, 6.61%, 02/06/01 99,990
60,000 MTN, FRN, #, 6.77%, 06/19/01 60,000
200,000 Daimler Chrysler North America Holding Corp., MTN,
FRN, 6.56%, 02/22/01 199,928
Ford Motor Credit Co.,
75,000 MTN, FRN, 6.77%, 10/02/00 74,994
27,000 MTN, FRN, 7.10%, 09/25/00 27,005
General Motors Acceptance Corp.,
250,000 MTN, FRN, 6.72%, 12/14/00 249,938
30,000 MTN, FRN, 6.83%, 04/30/01 30,025
140,000 Toyota Motor Credit Corp., MTN, FRN, 6.81%, 10/12/00 140,000
----------
881,880
Banking -- 12.8%
100,000 Abbey National Treasury Services PLC, (United
Kingdom), (Yankee), MTN, FRN, 6.52%, 06/15/01 99,939
American Express Centurion Bank,
100,000 FRN, 6.58%, 02/28/01 100,000
50,000 MTN, FRN, 6.58%, 04/12/01 49,997
100,000 MTN, FRN, 6.59%, 05/08/01 100,000
55,000 Bank One Corp., FRN, 6.71%, 11/17/00 54,995
Commerzbank AG (Germany), (Yankee),
165,000 FRN, 6.54%, 03/19/01 164,956
200,000 FRN, 6.57%, 04/26/01 199,960
100,000 Credit Suisse First Boston Inc.
(Switzerland), MTN, FRN, 6.59%, 05/09/01 99,993
75,000 Credit Suisse First Boston International, (Switzerland),
FRN, #, 6.78%, 10/02/00 75,003
240,000 Dresdner Bank AG, (Germany), FRN, 6.55%, 03/28/01 239,946
Fleet National Bank,
100,000 FRN, 6.71%, 10/26/00 99,994
85,000 MTN, FRN, 6.77%, 05/24/01 85,060
50,000 National City Bank, MTN, FRN, 6.76%, 07/05/01 49,981
----------
1,419,824
Consumer Products -- 0.7%
75,000 Unilever Capital Corp., FRN, 6.65%, 09/07/01 75,000
Financial Services -- 15.2%
100,000 Associates Corp. of North America, SUB,
FRN, 6.77%, 06/15/04 100,000
Bear Stearns Companies, Inc.,
200,000 Ser. B, MTN, FRN, 6.68%, 02/23/01 199,999
85,000 FRN, 6.96%, 08/01/01 85,142
</TABLE>
See notes to financial statements.
17
CHASE VISTA CASH MANAGEMENT FUND
Portfolio of Investments (Continued)
As of August 31, 2000
(Amounts in thousands)
<TABLE>
<CAPTION>
Principal
Amount
(USD) Issuer Value
--------------------------------------------------------------------------------
Money Market Instruments -- Continued
--------------------------------------------------------------------------------
<S> <C> <C>
Financial Services -- Continued
CIT Group, Inc.,
$ 80,000 MTN, FRN, 6.80%, 09/15/00 $ 79,998
30,000 MTN, FRN, 7.02%, 11/13/00 30,017
100,000 Citigroup Inc., MTN, FRN, 6.59%, 06/06/01 100,000
Goldman Sachs Group, Inc.,
148,000 FRN, #, 6.86%, 05/15/01 148,000
30,000 MTN, FRN, 6.85%, 09/07/00 30,000
J.P. Morgan & Co., Inc.,
63,000 FRN, 6.61%, 03/16/01 63,000
40,000 FRN, 6.74%, 06/18/01 40,041
60,000 FRN, 6.77%, 06/25/01 60,057
Merrill Lynch & Co., Inc.,
200,000 MTN, FRN, 6.58%, 03/06/01 199,989
20,000 MTN, FRN, 6.82%, 09/25/00 20,000
Morgan Stanley Dean Witter & Co.,
110,000 FRN, 6.64%, 08/15/01 110,000
150,000 MTN, FRN, 6.60%, 03/16/01 150,000
50,000 MTN, FRN, 6.86%, 01/22/01 50,030
25,000 MTN, FRN, 6.91%, 03/15/01 25,000
130,000 Wells Fargo & Co., FRN, 6.59%, 09/14/01 130,000
75,000 Westpac Banking Corp., (Australia), (Yankee),
FRN, 6.73%, 05/08/01 75,019
----------
1,696,292
Insurance -- 0.7%
Prudential Funding Corp.,
30,000 FRN, 6.70%, 12/21/00 29,994
50,000 MTN, FRN, 6.81%, 04/17/01 50,020
----------
80,014
Machinery & Engineering Equipment -- 0.7%
75,000 Caterpillar Financial Services Corp.,
MTN, FRN, 6.80%, 07/09/01 75,000
Real Estate -- 0.8%
84,000 Main Place Real Estate Investment Corp.,
FRN, 6.89%, 10/25/00 84,008
Telecommunications -- 5.4%
30,000 AT&T Capital Corp., MTN, FRN, 7.45%, 12/01/00 30,047
AT&T Corp.,
100,000 FRN, #, 6.56%, 03/08/01 99,990
265,000 FRN, #, 6.65%, 07/19/01 265,001
200,000 SBC Communications, Inc., FRN, #, 6.63%, 05/15/01 199,972
----------
595,010
Utilities -- 2.2%
55,292 Baltimore Gas & Electric Co., FRN, 6.84%, 09/01/06 55,294
190,000 National Rural Utilities Co., Ser. C., MTN,
FRN, 6.81%, 09/08/00 190,000
----------
245,294
----------------------------------------------------------------
Total Corporate Notes & Bonds 6,631,724
(Cost $6,631,724)
------------------------------------------------------------------
</TABLE>
See notes to financial statements.
18
CHASE VISTA CASH MANAGEMENT FUND
Portfolio of Investments (Continued)
As of August 31, 2000
(Amounts in thousands)
<TABLE>
<CAPTION>
Principal
Amount
(USD) Issuer Value
-----------------------------------------------------------------------------------
Money Market Instruments -- Continued
-----------------------------------------------------------------------------------
<S> <C> <C>
Commercial Paper -- 18.3%
-------------------------
Asset Backed Securities -- 10.5%
$ 50,000 Amstel Funding Corp., 6.56%, 09/18/00 $ 49,846
60,000 Atlantis One Funding, 6.75%, 02/14/01 58,193
50,000 Bills Securitization LTD, 6.93%, 11/03/00 49,414
Concord Minutemen Capital Co., LLC, Series A,
41,324 6.57%, 09/14/00 41,226
92,000 6.58%, 09/07/00 91,900
Crown Point Capital Co., LLC,
73,000 6.64%, 09/14/00 72,827
27,000 6.64%, 11/16/00 26,627
Falcon Asset Securitization Corp.,
75,000 6.59%, 09/14/00 74,823
48,000 6.59%, 09/20/00 47,835
42,000 Greenwich Funding Corp., 6.56%, 09/15/00 41,894
75,000 Greyhawk Funding LLC, 6.77%, 02/02/01 72,899
50,000 Intrepid Funding Master Trust, Ser. 1999-A,
6.28%, 09/05/00 49,966
27,000 Lexington Parker Capital Corp., LLC, 6.73%, 09/12/00 26,945
65,000 Montauk Funding Corp., 6.57%, 09/26/00 64,706
Moriarty LLC,
75,000 6.75%, 02/27/01 72,565
85,000 6.85%, 02/02/01 82,593
25,544 Parthenon Receivables Funding LLC, 6.87%, 01/25/01 24,856
41,149 Pooled Accounts Receivable Capital Corp.,
6.56%, 09/18/00 41,022
100,000 Sheffield Receivables Corp., #, 6.56%, 09/15/00 99,746
75,000 Tulip Funding Corp., 6.62%, 09/20/00 74,741
----------
1,164,624
Banking -- 2.8%
100,000 Bank of America, NA, 6.30%, 09/12/00 99,814
90,000 Credit Suisse First Boston Inc., 6.32%, 09/13/00 89,816
125,000 United Mexican States, 7.02%, 11/03/00 123,508
----------
313,138
Financial Services -- 3.5%
102,000 Aspen Funding Corp., 6.35%, 09/18/00 101,703
100,000 Citibank Capital Markets Assets, LLC, 6.86%, 02/06/01 97,095
75,000 Girsa Funding Corp., 6.55%, 10/23/00 74,313
100,000 Goldman Sachs Group, Inc., 6.75%, 02/14/01 96,994
20,000 Interperu Funding Ltd., 6.88%, 11/08/00 19,749
----------
389,854
Telecommunications -- 0.7%
British Telecommunications PLC,
25,000 6.28%, 09/07/00 24,975
50,000 6.85%, 11/06/00 49,393
----------
74,368
Utilities -- 0.8%
87,000 Comision Federal De Electricidad, (Mexico),
6.58%, 09/18/00 86,732
-------------------------------------------------------------------
Total Commercial Paper 2,028,716
(Cost $2,028,716)
-------------------------------------------------------------------
</TABLE>
See notes to financial statements.
19
CHASE VISTA CASH MANAGEMENT FUND
Portfolio of Investments (Continued)
As of August 31, 2000
(Amounts in thousands)
<TABLE>
<CAPTION>
Principal
Amount
(USD) Issuer Value
---------------------------------------------------------------------------------------
Money Market Instruments -- Continued
---------------------------------------------------------------------------------------
<S> <C> <C>
Funding Agreements/GICS -- 6.4%
-------------------------------
$ 50,000 AIG Funding Inc., Floating Rate, 6.81%, 10/02/00 $ 50,000
125,000 First Allmerica Financial Life Insurance Co.,
Floating Rate, 6.82%, 04/06/01 125,000
150,000 G E Financial Assurance, Floating Rate, 6.91%, 03/01/01 150,000
Jackson National Life Insurance Co., Floating Rate,
100,000 6.86%, 01/18/01 100,000
80,000 6.91%, 09/01/01 80,000
100,000 MetLife Funding Inc., Floating Rate, #, 6.91%, 06/01/01 100,000
50,000 Travelers Insurance Co., Floating Rate, 6.80%, 04/24/01 50,000
50,000 United of Omaha Life Insurance Company, Floating Rate,
6.71%, 05/17/01 50,000
-----------------------------------------------------------------------
Total Funding Agreements/GICS 705,000
(Cost $705,000)
-----------------------------------------------------------------------
Certificates of Deposit -- 10.1%
--------------------------------
150,000 Banco Santander Central Hispano SA, (Spain),
(Yankee), 6.73%, 02/28/01 149,998
Bank Austria AG (Austria), (Yankee),
50,000 6.55%, 02/01/01 49,990
50,000 6.71%, 02/05/01 49,990
190,000 Bayerische Hypo- und Vereinsbank AG, Floating Rate,
(Germany), (Yankee), 6.54%, 02/28/01 189,955
130,000 Bayerische Landesbank Girozentrale, Floating Rate,
(Germany), (Yankee), 6.54%, 12/15/00 129,972
90,000 Commerzbank AG (Germany), (Yankee),
6.52%, 01/08/01 89,991
75,000 Deutsche Bank AG, (Germany), (Yankee),
6.73%, 03/16/01 74,977
55,000 Landesbank Hessen-Thuringen Girozentrale,
(Germany), (Yankee), 6.89%, 04/30/01 54,995
50,000 Norddeutsche Landesbank Girozentrale, (Germany),
(Yankee), 6.55%, 01/16/01 49,991
75,000 Rabobank Nederland NV (Netherlands), (Yankee),
6.50%, 01/29/01 74,985
50,000 Svenska Handelsbanken, Inc., (Sweden), (Yankee),
6.75%, 02/14/01 49,989
150,000 Westdeutsche Landesbank Girozentrale, (Germany),
(Yankee), 6.75%, 08/28/01 150,000
-----------------------------------------------------------------------
Total Certificates of Deposit 1,114,833
(Cost $1,114,833)
-----------------------------------------------------------------------
Time Deposit -- 1.3%
--------------------
145,902 Wachovia Bank, 6.56%, 09/01/00 145,902
(Cost $145,902)
---------------------------------------------------------------------------------------
Total Investments -- 99.5% $11,023,038
(Cost $11,023,038)*
---------------------------------------------------------------------------------------
</TABLE>
See notes to financial statements.
20
--------------------------------------------------------------------------------
CHASE VISTA PRIME MONEY MARKET FUND
Portfolio of Investments
--------------------------------------------------------------------------------
As of August 31, 2000
(Amounts in thousands)
<TABLE>
<CAPTION>
Principal
Amount
(USD) Issuer Value
------------------------------------------------------------------------------------------
Money Market Instruments -- 102.2%
------------------------------------------------------------------------------------------
<S> <C> <C>
U.S. Government Agency Securities -- 1.8%
-----------------------------------------
Federal Home Loan Bank,
$ 35,000 DN, 5.85%, 11/17/00 $ 34,586
50,000 DN, 5.93%, 11/24/00 49,347
55,000 DN, 6.03%, 12/08/00 54,148
15,000 DN, 6.13%, 12/22/00 14,730
25,000 DN, 6.32%, 01/08/01 24,467
25,000 DN, 6.50%, 02/01/01 24,352
25,000 DN, 6.51%, 03/15/01 24,172
------------------------------------------------------------------------
Total U.S. Government Agency Securities 225,802
(Cost $225,802)
------------------------------------------------------------------------
State and Municipal Obligation -- 0.0%
--------------------------------------
4,346 Sault Sainte Marie, Michigan, Tribe Building Authority,
Taxable, Rev., FRDO, 7.51%, 12/01/00 4,346
(Cost $4,346)
------------------------------------------------------------------------
Corporate Notes & Bonds -- 39.4%
--------------------------------
Asset Backed Securities -- 19.0%
47,000 ACE Overseas Corp., FRN, 6.74%, 03/16/01 46,991
Beta Finance Corp., Inc., (Channel Islands),
75,000 FRN, #, 6.61%, 08/14/01 74,996
65,000 MTN, #, 6.87%, 02/26/01 65,000
30,000 MTN, #, 6.90%, 03/30/01 29,999
85,000 MTN, #, 6.94%, 05/02/01 85,000
50,000 MTN, FRN, #, 6.11%, 03/30/01 49,997
50,000 MTN, FRN, #, 6.60%, 04/30/01 50,000
CC USA, Inc. (Centauri Corp.),
60,000 MTN, #, 6.10%, 09/07/00 60,000
35,000 MTN, #, 7.12%, 05/07/01 35,000
50,000 MTN, #, 7.07%, 07/25/01 50,000
50,000 MTN, FRN, #, 6.60%, 04/20/01 50,000
50,000 MTN, FRN, #, +, 6.84%, 09/10/01 50,000
100,000 Compass Securitization LLC, FRN, 6.59%, 10/16/00 99,998
Dorada Finance Inc.,
70,000 MTN, #, 7.06%, 07/17/01 70,000
75,000 MTN, FRN, #, 6.87%, 09/05/00 75,000
75,000 MTN, FRN, #, +, 6.84%, 09/10/01 75,000
26,481 First Security Auto Owner Trust 2000-1, Class A-1,
6.77%, 07/16/01 26,481
K2 (USA) LLC,
55,000 MTN, FRN, #, 6.62%, 07/16/01 55,000
100,000 MTN, FRN, #, 6.62%, 08/15/01 100,000
50,000 MTN, FRN, #, 6.80%, 10/16/00 50,000
75,000 Links Finance LLC, MTN, FRN, #, 6.60%, 05/11/01 74,992
Restructured Asset Securities with Enhanced Returns (RACERS),
37,000 1999 Ser. MM-35, FRN, #, 6.72%, 12/15/00 37,000
90,000 2000 Ser. MM-7, FRN, #, 6.64%, 05/30/01 89,963
100,000 2000 Ser. MM-10, FRN, #, 6.64%, 06/22/01 100,000
Sigma Finance Corp., (Channel Islands),
100,000 MTN, FRN, #, 6.60%, 05/02/01 100,000
75,000 MTN, FRN, #, 6.61%, 03/05/01 75,000
</TABLE>
See notes to financial statements.
21
--------------------------------------------------------------------------------
CHASE VISTA PRIME MONEY MARKET FUND
Portfolio of Investments (Continued)
--------------------------------------------------------------------------------
As of August 31, 2000
(Amounts in thousands)
<TABLE>
<CAPTION>
Principal
Amount
(USD) Issuer Value
----------------------------------------------------------------------------------------
Money Market Instruments -- Continued
----------------------------------------------------------------------------------------
<S> <C> <C>
Asset Backed Securities -- Continued
$ 100,000 MTN, FRN, #, 6.62%, 05/15/01 $ 100,000
50,000 MTN, FRN, #, 6.67%, 09/25/01 50,012
50,000 MTN, FRN, #, 6.80%, 10/16/00 50,000
70,000 MTN, FRN, #, 6.90%, 09/15/00 70,000
Strategic Money Market (SMM),
75,000 Trust 2000-B, FRN, #, 6.81%, 12/13/00 75,000
60,000 Trust 2000-E, FRN, #, 6.64%, 03/14/01 60,000
136,957 Trust 2000-G, FRN, #, 6.89%, 06/04/01 136,958
100,000 Special Purpose Accounts Receivable Cooperative Corp.,
FRN, 6.62%, 02/26/01 100,000
100,000 Variable Funding Capital Corp., FRN, 6.60%, 02/05/01 99,992
----------
2,417,379
Automotive -- 1.3%
Toyota Motor Credit Corp.,
150,000 MTN, FRN, @, 6.68%, 04/23/01 149,964
20,000 MTN, FRN, 6.87%, 10/25/00 20,003
----------
169,967
Banking -- 6.3%
250,000 Abbey National Treasury Services PLC, (United
Kingdom), (Yankee), MTN, FRN, 6.52%, 06/15/01 249,846
100,000 American Express Centurion Bank, MTN, FRN,
6.59%, 05/08/01 100,000
70,000 Bank of America, N.A., MTN, FRN, 6.78%, 07/11/01 70,006
100,000 Bank One N.A., FRN, 6.65%, 09/10/01 100,025
Commerzbank AG (Germany), (Yankee),
75,000 FRN, 6.54%, 03/19/01 74,980
160,000 FRN, 6.58%, 06/29/01 159,921
50,000 Landesbank Hessen-Thuringen Girozentrale, (Germany),
(Yankee), FRN, 6.77%, 10/02/00 49,994
----------
804,772
Consumer Products -- 0.6%
75,000 Unilever Capital Corp., FRN, 6.65%, 09/07/01 75,000
Financial Services -- 9.8%
75,000 Associates Corp. of North America, FRN, 6.77%, 06/26/01 75,000
Citigroup, Inc.,
175,000 MTN, FRN, 6.58%, 04/04/01 175,000
150,000 MTN, FRN, 6.59%, 06/06/01 150,000
90,000 Goldman Sachs Group LP, Ser. A, MTN, FRN, #,
6.81%, 09/12/01 90,000
150,000 Merrill Lynch & Co., Inc., MTN, FRN, 6.58%, 03/06/01 149,992
Morgan Stanley Dean Witter & Co.,
150,000 FRN, 6.64%, 08/15/05 150,000
55,000 MTN, FRN, 6.69%, 05/15/01 55,002
35,000 MTN, FRN, 6.90%, 03/13/01 35,000
50,000 MTN, FRN, 6.91%, 03/15/01 50,000
Wells Fargo Bank, N.A.,
150,000 FRN, 6.59%, 09/14/01 150,000
175,000 MTN, FRN, 6.76%, 07/24/01 174,939
----------
1,254,933
</TABLE>
See notes to financial statements.
22
CHASE VISTA PRIME MONEY MARKET FUND
Portfolio of Investments (Continued)
As of August 31, 2000
(Amounts in thousands)
<TABLE>
<CAPTION>
Principal
Amount
(USD) Issuer Value
---------------------------------------------------------------------------------
Money Market Instruments -- Continued
---------------------------------------------------------------------------------
<S> <C> <C>
Telecommunications -- 2.4%
$ 150,000 AT&T Corp., FRN, #, 6.56%, 03/08/01 $ 149,985
150,000 SBC Communications, Inc., FRN, #, 6.63%, 05/15/01 149,979
----------
299,964
----------------------------------------------------------------
Total Corporate Notes & Bonds 5,022,015
(Cost $5,022,015)
----------------------------------------------------------------
Commercial Paper -- 39.8%
-------------------------
Asset Backed Securities -- 24.4%
Alpine Securitization Corp.,
54,000 6.55%, 09/19/00 53,824
135,000 6.56%, 09/18/00 134,583
34,396 6.62%, 09/18/00 34,290
100,000 Atlantis One Funding Corp., 6.75%, 02/14/01 96,989
Barton Capital Corp.,
77,110 6.55%, 09/22/00 76,817
40,434 6.58%, 09/06/00 40,397
50,000 Bills Securitization Ltd., 6.93%, 11/03/00 49,414
85,000 Bavaria Universal Funding Co., Floating Rate,
6.60%, 02/13/01 84,994
70,000 Blue Ridge Asset Funding Corp., 6.57%, 09/06/00 69,937
115,000 Brahms Funding Corp., 6.62%, 10/18/00 113,688
Charta Corp.,
45,000 6.59%, 09/08/00 44,943
50,000 6.62%, 09/07/00 49,945
Falcon Asset Securitization Corp.,
75,000 6.56%, 09/27/00 74,647
75,000 6.59%, 09/14/00 74,823
Four Winds Funding Corp.,
54,000 #, 6.55%, 09/08/00 53,932
102,600 6.55%, 09/18/00 102,284
100,000 Galaxy Funding Inc., 6.89%, 02/02/01 97,155
Grand Funding Corp.,
65,000 6.55%, 09/06/00 64,941
41,200 6.57%, 09/18/00 41,073
150,000 Greenwich Funding Corp., 6.56%, 09/15/00 149,619
75,000 Greyhawk Funding LLC, 6.77%, 02/02/01 72,899
International Securitization Corp.,
48,000 6.56%, 09/15/00 47,878
78,465 6.56%, 09/29/00 78,066
75,000 Intrepid Funding Master Trust, Ser. 1999-A,
6.28%, 09/05/00 74,949
K2 (USA) LLC,
24,000 6.87%, 02/26/01 23,217
50,000 6.94%, 04/17/01 47,910
Liberty Street Funding Corp.,
37,945 6.74%, 09/06/00 37,910
60,000 6.75%, 09/07/00 59,934
99,740 Market Street Funding Corp., #, 6.76%, 09/07/00 99,630
72,790 Old Line Funding Corp., #, 6.60%, 09/20/00 72,539
42,000 Parthenon Receivables Funding LLC, 6.57%, 09/18/00 41,870
61,955 Pooled Accounts Receivable Capital Corp.,
6.15%, 09/12/00 61,832
</TABLE>
See notes to financial statements.
23
CHASE VISTA PRIME MONEY MARKET FUND
Portfolio of Investments (Continued)
As of August 31, 2000
(Amounts in thousands)
<TABLE>
<CAPTION>
Principal
Amount
(USD) Issuer Value
-------------------------------------------------------------------------------------
Money Market Instruments -- Continued
-------------------------------------------------------------------------------------
<S> <C> <C>
Asset Backed Securities -- Continued
$ 65,539 Receivables Capital Corp., #, 6.58%, 09/11/00 $ 65,420
Sheffield Receivables Corp.,
100,000 6.56%, 09/01/00 100,000
100,000 6.56%, 09/15/00 99,746
49,400 6.57%, 09/20/00 49,230
65,000 Sigma Finance Corp., (Channel Islands),
#, 6.74%, 02/28/01 62,881
Silver Tower U.S. Funding, LLC,
95,000 6.74%, 02/23/01 91,989
50,000 6.75%, 02/12/01 48,515
75,000 Surrey Funding Corp., 6.56%, 09/14/00 74,823
65,411 Thames Asset Global Securitization (TAGS),
#, 6.76%, 09/29/00 65,073
82,398 Tulip Funding Corp., 6.62%, 09/20/00 82,114
68,000 Victory Receivables, 6.55%, 09/19/00 67,778
50,000 WCP Funding, Inc., 6.58%, 09/07/00 49,946
----------
3,084,444
Automotive -- 2.4%
Daimler Chrysler North America Holding Corp.,
100,000 6.57%, 09/25/00 99,565
156,950 6.58%, 09/27/00 156,210
50,000 6.63%, 11/22/00 49,257
----------
305,032
Banking -- 3.5%
54,800 Banco de Galicia y Buenos Aires SA de CV, (Argentina),
6.63%, 09/22/00 54,591
20,000 Banco Rio De La Plata SA, (Argentina), 6.78%, 03/08/01 19,317
100,000 Banco Santander, (Puerto Rico), 6.63%, 09/12/00 99,800
150,000 Bank of America, N.A., 6.30%, 09/12/00 149,719
Banque ET Caisse DEpargne De L'Etat (France),
51,000 6.68%, 12/27/00 49,923
75,000 6.76%, 02/16/01 72,715
----------
446,065
Financial Services -- 6.4%
102,000 Aspen Funding Corp., 6.35%, 09/18/00 101,704
70,000 Associates Corp. of North America, ECN, 6.63%, 09/25/00 69,694
70,000 Citibank Capital Markets Assets, LLC, 6.86%, 02/07/01 67,953
Dakota Certificate Program
(Citibank Credit Card Master Trust I),
91,894 6.62%, 09/26/00 91,477
60,000 6.63%, 09/14/00 59,858
Fairway Finance Corp.,
70,259 6.56%, 09/25/00 69,954
40,941 6.77%, 02/23/01 39,639
112,917 HomeSide Lending Inc., 6.65%, 09/27/00 112,383
30,000 Interperu Funding Ltd., 6.54%, 09/27/00 29,863
100,000 New Castle Certificate Program (Discover Card Master
Trust I, Ser. 2000-A), ECN, 6.70%, 09/18/00 99,687
110,000 Quincy Capital Corp., 6.56%, 09/25/00 109,522
----------
851,734
</TABLE>
See notes to financial statements.
24
CHASE VISTA PRIME MONEY MARKET FUND
Portfolio of Investments (Continued)
As of August 31, 2000
(Amounts in thousands)
<TABLE>
<CAPTION>
Principal
Amount
(USD) Issuer Value
---------------------------------------------------------------------------------
Money Market Instruments -- Continued
---------------------------------------------------------------------------------
<S> <C> <C>
Food/Beverage Products -- 1.0%
Coca-Cola Co.,
$ 50,000 ECN, 6.61%, 09/18/00 $ 49,846
75,000 ECN, 6.64%, 11/14/00 73,993
----------
123,839
Telecommunications -- 1.5%
British Telecommunications PLC,
50,000 6.65%, 11/06/00 49,393
144,500 6.74%, 02/15/01 140,130
----------
189,523
Utilities -- 0.6%
Comision Federal De Electricidad, (Mexico),
50,000 6.58%, 09/18/00 49,846
31,000 6.60%, 09/18/00 30,904
----------
80,750
-----------------------------------------------------------------
Total Commercial Paper 5,081,387
(Cost $5,081,387)
-----------------------------------------------------------------
Certificates of Deposit -- 12.9%
--------------------------------
110,000 Banco Popolare di Milano (Italy), (Yankee),
6.64%, 11/15/00 110,005
Bank Austria AG (Austria), (Yankee),
50,000 6.55%, 02/01/01 49,990
59,000 6.71%, 02/05/01 58,988
Bayerische Landesbank Girozentrale, Floating Rate,
(Germany), (Yankee),
135,000 6.54%, 12/15/00 134,971
190,000 6.54%, 03/01/01 189,954
Credit Communal De Belgique S.A., (Belgium),
25,000 5.96%, 10/02/00 24,997
100,000 Floating Rate, 6.54%, 03/01/01 99,976
75,000 Deutsche Bank AG, (Germany), (Yankee),
6.73%, 03/16/01 74,977
Landesbank Baden-Wuerttemberg, (Germany), (Yankee),
75,000 6.72%, 02/28/01 74,997
100,000 6.73%, 02/15/01 100,000
55,000 Landesbank Hessen-Thuringen Girozentrale, (Germany),
6.89%, 04/30/01 54,995
Norddeutsche Landesbank Girozentrale, (Germany),
(Yankee),
50,000 6.55%, 01/16/01 49,991
125,000 6.72%, 02/28/01 124,992
75,000 Rabobank Nederland NV (Netherlands), (Yankee),
6.50%, 01/29/01 74,985
68,000 Svenska Handelsbanken, Inc., (Sweden), (Yankee),
6.75%, 02/14/01 67,985
100,000 UBS Finance Inc., (Switzerland), (Yankee),
6.50%, 01/08/01 99,983
260,000 Westdeutsche Landesbank Girozentrale, (Germany),
(Yankee), Floating Rate, 6.54%, 02/28/01 259,937
-----------------------------------------------------------------
Total Certificates of Deposit 1,651,723
(Cost $1,651,723)
-----------------------------------------------------------------
</TABLE>
See notes to financial statements.
25
CHASE VISTA PRIME MONEY MARKET FUND
Portfolio of Investments (Continued)
As of August 31, 2000
(Amounts in thousands)
<TABLE>
<CAPTION>
Principal
Amount
(USD) Issuer Value
------------------------------------------------------------------------------------------
Money Market Instruments -- Continued
------------------------------------------------------------------------------------------
<S> <C> <C>
Time Deposits -- 4.7%
---------------------
$ 295,000 Firstar Bank, 6.59%, 09/01/00 $ 295,000
308,864 Key Bank N.A., 6.56%, 09/01/00 308,864
-------------------------------------------------------------------------
Total Time Deposits 603,864
(Cost $603,864)
-------------------------------------------------------------------------
Repurchase Agreements -- 3.6%
-----------------------------
255,000 Credit Suisse First Boston, Tri Party, 6.66%, due 09/01/00
(Dated 08/31/00, Proceeds $255,047, Secured by U.S.
Government Agency Obligations, $260,471, 5.20%
through 8.47%, due 09/01/00 through 02/24/10;
Market Value $260,783) 255,000
200,000 Salomon Smith Barney, Tri Party, 6.66%, due 09/01/00
(Dated 08/31/00, Proceeds $200,037, Secured by U.S.
Government Agency Obligations, $205,665, DN, due
09/22/00 through 03/01/01; Market Value $204,000) 200,000
-------------------------------------------------------------------------
Total Repurchase Agreements 455,000
(Cost $455,000)
------------------------------------------------------------------------------------------
Total Investments -- 102.2% $13,044,137
(Cost $13,044,137)*
------------------------------------------------------------------------------------------
</TABLE>
See notes to financial statements.
26
--------------------------------------------------------------------------------
CHASE VISTA TAX FREE MONEY MARKET FUND
Portfolio of Investments
--------------------------------------------------------------------------------
As of August 31, 2000
(Amounts in thousands)
<TABLE>
<CAPTION>
Principal
Amount Issuer Value
-------------------------------------------------------------------------------------
Money Market Instruments -- 100.2%
-------------------------------------------------------------------------------------
<S> <C> <C>
U.S. Government Agency Securities -- 0.5%
-----------------------------------------
Federal Home Loan Bank -- 0.0%
$ 601 Federal Home Loan Bank, DN, 6.53%, 09/07/00 $ 601
Federal Home Loan Mortgage Corp. -- 0.5%
6,853 Federal Home Loan Mortgage Corp., DN,
6.53%, 09/07/00 6,853
---------------------------------------------------------------------
Total U.S. Government Agency Securities 7,454
(Cost $7,454)
---------------------------------------------------------------------
Municipal Securities -- 99.7%
-----------------------------
Alabama -- 2.3%
3,820 Alabama State, Public School & College Authority,
Ser. 124, PUTTERS, FRDO, 4.32%, 09/07/00 3,820
5,000 Birmingham, Alabama, GO, FRDO, 4.25%, 09/07/00 5,000
3,450 Birmingham, Alabama, Ser. A, Warrants,
FRDO, 4.25%, 09/07/00 3,450
5,000 DCH Health Care Authority, Alabama, Health Care
Facilities, Rev., FRDO, 4.25%, 09/07/00 5,000
3,000 Infirmary Health Systems, Special Care Facilities Financing
Authority, Mobile, Alabama, Infirmary Health Systems
Inc., Ser. A, Rev., FRDO, 4.25%, 09/07/00 3,000
1,195 Marshall County, Alabama, Special Obligation, Warrants,
FRDO, 4.30%, 09/07/00 1,195
1,000 Phenix County, Alabama, Industrial Development Board,
Environmental Improvement, Mead Coated Board
Project, Ser. A, Rev., FRDO, 4.45%, 09/01/00 1,000
8,700 Stevenson, Alabama, Industrial Development Board,
Environmental Improvement, The Mead Corp. Project,
Rev., FRDO, 4.35%, 09/01/00 8,700
4,900 Stevenson, Alabama, Industrial Development Board,
Environmental Improvement, The Mead Corp. Project,
Ser. C, Rev., FRDO, 4.35%, 09/01/00 4,900
1,900 University of Alabama, Hospital, Ser. B, Rev.,
FRDO, 4.25%, 09/06/00 1,900
-------
37,965
Alaska -- 0.9%
7,875 Alaska State, Housing Finance Corp., Floating Rate
Trusts Receipts, Ser. N-13, Regulation D, Rev.,
FRDO, 4.50%, 09/06/00 7,875
6,845 Alaska State, Housing Finance Corp., FLOATS,
Ser. PT-202, Rev., FRDO, 5.92%, 09/01/00 6,848
-------
14,723
Arizona -- 0.3%
5,000 University of Arizona, Main Campus & Research,
Ser. A, Rev., COP, FRDO, 4.20%, 09/06/00 5,000
Arkansas -- 0.8%
3,600 Arkansas Hospital Equipment Finance Authority,
AHA Pooled Financing Program, Rev.,
FRDO, 4.35%, 09/06/00 3,600
3,750 Arkansas State, Development Finance Authority, IDR,
Stratton Seed Co. Project, Rev., FRDO, 4.45%, 09/07/00 3,750
</TABLE>
See notes to financial statements.
27
CHASE VISTA TAX FREE MONEY MARKET FUND
Portfolio of Investments (Continued)
As of August 31, 2000
(Amounts in thousands)
<TABLE>
<CAPTION>
Principal
Amount Issuer Value
-----------------------------------------------------------------------------------
Money Market Instruments -- Continued
-----------------------------------------------------------------------------------
<S> <C> <C>
Arkansas -- Continued
$ 5,500 Columbia County, Arkansas, Solid Waste Disposal,
Albemarle Corp. Project, Rev., FRDO, 4.45%, 09/07/00 $ 5,500
-------
12,850
California -- 0.1%
500 Alameda County, California, Multi-Family Housing,
Quail, Ser. A, Rev., FRDO, 3.50%, 09/06/00 500
900 San Diego, California, IDR, Kaiser Aerospace & Electric,
Ser. A, Rev., FRDO, 3.85%, 09/07/00 900
-------
1,400
Colorado -- 2.0%
15,400 Colorado Springs, Colorado, Utilities, Municipal
Securities Trust Receipts, Ser. SGA-88, Rev.,
FRDO, 4.35%, 09/01/00 15,400
2,500 Colorado Student Obligation Bond Authority,
Student Loan, Senior Lien, Ser. A-3, Rev.,
FRDO, 4.35%, 09/06/00 2,500
15,580 Denver, Colorado, City & County Airport, Floating Rate
Certificates, Ser. 153, Rev., FRDO, 4.33%, 09/07/00 15,580
-------
33,480
Connecticut -- 0.9%
15,100 Meriden, Connecticut, GO, BAN, 4.75%, 08/08/01 15,139
Delaware -- 0.6%
9,400 Delaware State, Economic Development Authority,
IDR, Star Enterprise Project, Ser. B, Rev.,
FRDO, 4.35%, 09/06/00 9,400
District of Columbia -- 3.8%
19,400 District of Columbia, Rev., FRDO, 4.30%, 11/16/00 19,400
4,755 District of Columbia, Water & Sewer Authority,
Public Utility, Rev., FRDO, 4.33%, 09/07/00 4,755
6,155 Eagle Tax Exempt Trust, Weekly Option Mode, Water
& Sewer Rev., District of Columbia, Ser. 98-5202,
FRDO, #, 4.33%, 09/07/00 6,155
10,000 Metropolitan Washington Airport, Rev., 4.30%, 12/06/00 10,000
10,000 Metropolitan Washington Airport, Rev., 4.33%, 11/06/00 10,000
6,900 Metropolitan Washington Airport, Rev., 4.40%, 02/14/01 6,900
6,000 Metropolitan Washington Airport, Rev., 4.50%, 09/06/00 6,000
-------
63,210
Florida -- 5.4%
400 Alachua County, Florida, Health Facilities Authority,
Shands Teaching Hospital, Ser. B, Rev., FRDO, 4.25%,
09/06/00 400
1,600 Broward County, Florida, Ser. C, GO, 5.60%, 01/01/01 1,606
1,150 Collier County, Florida, Health Facilities Authority, The
Moorings Inc. Project, Rev., FRDO, 4.30%, 09/06/00 1,150
2,720 Dade County, Florida, Housing Finance Authority,
Multi-Family Housing, Kendall Ct. Apartments, Rev.,
FRDO, 4.30%, 09/07/00 2,720
2,020 Dade County, Florida, Housing Finance Authority,
Multi-Family Housing, Star Creek Apartments, Rev.,
FRDO, 4.30%, 09/07/00 2,020
</TABLE>
See notes to financial statements.
28
CHASE VISTA TAX FREE MONEY MARKET FUND
Portfolio of Investments (Continued)
As of August 31, 2000
(Amounts in thousands)
<TABLE>
<CAPTION>
Principal
Amount Issuer Value
------------------------------------------------------------------------------------
Money Market Instruments -- Continued
------------------------------------------------------------------------------------
<S> <C> <C>
Florida -- Continued
$ 2,155 Dade County, Florida, Housing Finance Authority, Single
Family Mortgage, FLOATS, Ser. PT-344, Rev., FRDO, #,
4.38%, 09/07/00 $2,158
5,000 Florida Finance Commission, 4.30%, 01/24/01 5,000
7,185 Florida Housing Finance Corp., Multi-Family Housing,
Beneva Project, Ser. C, Rev., FRDO, 4.20%, 09/07/00 7,185
5,000 Florida Housing Finance Corp., Multi-Family Housing,
Kings Project, Ser. D, Rev., FRDO, 4.25%, 09/07/00 5,000
3,960 Florida State, Board of Education, Capital Outlay,
FLOATS, Ser. PA-696, GO, FRDO, 4.38%, 09/07/00 3,960
5,330 Gulf Breeze, Florida, Local Government Loan Program,
Ser. B, Rev., FRDO, 4.25%, 09/07/00 5,330
12,450 Gulf Breeze, Florida, Local Government Loan Program,
Ser. C, Rev., FRDO, 4.25%, 09/07/00 12,450
100 Jacksonville, Florida, Capital Project, Ser. 1, Rev.,
FRDO, 4.25%, 09/06/00 100
8,000 Jacksonville, Florida, Educational Facilities, Jacksonville
University Project, Rev., FRDO, 4.25%, 09/07/00 8,000
1,000 Jacksonville, Florida, Health Facilities Authority, River
Garden Project, Rev., FRDO, 4.25%, 09/07/00 1,000
6,000 Orange County, Florida, Health Facilities Authority,
Florida Hospital Association of Health, Ser. A, Rev.,
FRDO, 4.35%, 09/06/00 6,000
4,700 Orange County, Florida, Health Facilities Authority,
Presbyterian Retirement Project, Rev., FRDO,
4.30%, 09/07/00 4,700
2,000 Orlando, Florida, Utilities Commission, Water & Sewer
System, Rev., 4.25%, 10/02/00 2,000
14,100 Tampa, Florida, Sports Authority, Municipal
Securities Trust Receipts, Ser. SGA-61, Rev.,
FRDO, 4.35%, 09/01/00 14,103
4,500 The University of North Florida Foundation Inc., Parking
System, Rev., FRDO, 4.30%, 09/07/00 4,500
------
89,382
Georgia -- 3.1%
6,600 Atlanta, Georgia, Urban Residential Finance Authority,
Multi-Family Housing, The Park at Lakewood, Rev.,
FRDO, 4.40%, 09/07/00 6,600
10,580 Atlanta, Georgia, Water & Wastewater, Municipal
Securities Trust Receipts, Ser. SGA-86, Rev.,
FRDO, 4.30%, 09/06/00 10,580
1,000 Bibb County, Georgia, Class A Certificates, Ser. C,
FRDO, 4.40%, 09/07/00 1,000
6,900 Crisp County, Georgia, Solid Waste Management
Authority, Rev., FRDO, 4.38%, 09/07/00 6,900
15,100 Eagle Tax Exempt Trust, Weekly Option Mode, Ser. 97C-
1002, FRDO, #, 4.33%, 09/07/00 15,100
1,000 Fulton County, Georgia, Development Authority,
Arthritis Foundation Inc. Project, Rev., FRDO,
4.30%, 09/06/00 1,000
3,000 Georgia Local Government, FLOATS, Ser. PT-1060, COP,
FRDO, 4.33%, 09/07/00 3,000
3,849 Georgia Municipal Association Pooled Bond, COP,
FRDO, 4.25%, 09/07/00 3,849
</TABLE>
See notes to financial statements.
29
CHASE VISTA TAX FREE MONEY MARKET FUND
Portfolio of Investments (Continued)
As of August 31, 2000
(Amounts in thousands)
<TABLE>
<CAPTION>
Principal
Amount Issuer Value
------------------------------------------------------------------------------------
Money Market Instruments -- Continued
------------------------------------------------------------------------------------
<S> <C> <C>
Georgia -- Continued
$ 1,860 Georgia State, Residential Finance Authority,
Home Ownership Mortgage, Ser. A, Rev.,
FRDO, 4.15%, 12/01/00 $ 1,900
2,000 Municipal Electric Authority of Georgia, Rev.,
4.40%, 09/07/00 2,000
-------
51,929
Hawaii -- 0.1%
1,670 Hawaii State, Housing Finance & Development Corp.,
Single Family Mortgage, FLOATS, Ser. PA-73A, Rev.,
FRDO, 4.40%, 09/07/00 1,675
Illinois -- 6.9%
18,400 Chicago, Illinois, Airport, Special Facilities, O'Hare, Rev.,
FRDO, 4.35%, 09/06/00 18,400
3,000 Chicago, Illinois, Wastewater Transmission, Rev., -,
6.75%, 11/15/00 3,075
20,800 Chicago, Illinois, Water, Municipal Securities Trust
Receipts, Ser. SGA-93, Rev., FRDO, 4.35%, 09/01/00 20,800
6,660 Elmhurst, Illinois, Joint Commission Accredation, Rev.,
FRDO, 4.25%, 09/07/00 6,660
3,205 Illinois Development Finance Authority, IDR, CFC
International Inc. Project, Rev., FRDO, 4.30%, 09/07/00 3,205
2,000 Illinois Development Finance Authority, IDR, Valspar
Corp. Project, Special Tax, FRDO, 4.40%, 09/07/00 2,000
4,100 Illinois Development Finance Authority, Local
Government Financing Program, Ser. A, Rev.,
FRDO, 4.35%, 09/06/00 4,100
1,820 Illinois Development Finance Authority, Toughy LTD
Partnership Project, Rev., FRDO, 4.30%, 09/06/00 1,820
18,540 Illinois Health Facilities Authority, Rev., 4.20%, 10/18/00 18,540
3,000 Illinois Health Facilities Authority, Rev., 4.30%, 10/05/00 3,000
3,600 Illinois Housing Development Authority, Multi-Family
Housing, Camelot, Rev., FRDO, 4.45%, 09/06/00 3,600
16,685 Illinois Housing Development Authority, Multi-Family
Housing, Lakeshore Plaza, Ser. A, Rev., FRDO,
4.20%, 09/06/00 16,685
2,660 Libertyville, Illinois, Industrial Revenue, Libertyville
Manor Project, Rev., FRDO, 4.25%, 09/07/00 2,660
10,000 University of Illinois, Health Services Facilities System,
Ser. B, Rev., FRDO, 4.20%, 09/06/00 10,000
-------
114,545
Indiana -- 2.1%
5,000 DeKalb County, Indiana, Economic Development, New
Process Steel Project, Rev., FRDO, 4.45%, 09/07/00 5,000
5,990 Indiana Bond Bank, FLOATS, Ser. PA-688, Rev.,
FRDO, 4.33%, 09/07/00 5,990
3,000 Indiana State, Development Finance Authority,
Environmental Improvement, USX Corp. Project, Rev.,
FRDO, 3.00%, 03/01/01 3,000
9,000 Indiana State, Development Finance Authority, PCR,
Southern Indiana Gas & Electric, Ser. A, Rev.,
FRDO, 3.00%, 03/01/01 9,000
6,665 Indiana State, Office Building Commission Capital
Complex, FLOATS, Ser. PT-381, Rev., FRDO,
4.33%, 09/07/00 6,665
</TABLE>
See notes to financial statements.
30
CHASE VISTA TAX FREE MONEY MARKET FUND
Portfolio of Investments (Continued)
As of August 31, 2000
(Amounts in thousands)
<TABLE>
<CAPTION>
Principal
Amount Issuer Value
------------------------------------------------------------------------------------
Money Market Instruments -- Continued
------------------------------------------------------------------------------------
<S> <C> <C>
Indiana -- Continued
$ 1,270 Lafayette, Indiana, Economic Development, Health
Quest Realty Project, Rev., FRDO, 4.30%, 09/07/00 $ 1,270
600 Muncie, Indiana, Economic Development, Health Quest
Realty Project, Rev., FRDO, 4.30%, 09/07/00 600
3,305 Municipal Securities Trust Certificates, Ser. 1997-19A,
Class A, Rev., FRDO, #, -, 4.30%, 09/06/00 3,305
-------
34,830
Iowa -- 0.9%
15,000 Iowa School Corporations, Iowa School Cash
Anticipation Program, Ser. A, Warrant Certificates,
Rev., 5.50%, 06/22/01 15,117
Kansas -- 1.0%
2,000 Eagle Tax-Exempt Trust, Weekly Option Mode,
Ser. 2000-1601, FRDO, #, 4.33%, 09/07/00 2,000
8,720 Kansas State, Development Finance Authority, FLOATS,
Ser. PA-715, Rev., FRDO, 4.33%, 09/07/00 8,720
2,150 Spring Hill, Kansas, Industrial Revenue, Abrasive
Engineering Project, Rev., FRDO, 4.43%, 09/07/00 2,150
1,650 Wichita, Kansas, Airport Facilities, Cessna Citation
Center Project, Ser. III, Rev., FRDO, 4.40%, 09/06/00 1,650
1,800 Wichita, Kansas, Hospital, Facilities Improvement,
Riverside, Ser. IV, Rev., FRDO, 4.30%, 09/07/00 1,800
-------
16,320
Kentucky -- 2.2%
3,000 Jeffersontown, Kentucky, Lease Program,
Kentucky League of Cities Funding Trust, Rev.,
FRDO, 4.25%, 09/06/00 3,000
26,575 Kentucky Area Development Districts, Financing
Trust Lease Program, Ewing, Kentucky, Rev.,
FRDO, 4.35%, 09/07/00 26,574
2,000 Kentucky Asset Liability Commission, General Fund,
Ser. A, Rev., TRAN, 5.25%, 06/27/01 2,011
2,530 Kentucky Housing Corp., Ser. D, Rev., 4.40%, 01/01/01 2,530
1,000 Kentucky State, Property & Buildings Commission,
Project No. 55, Rev., 4.30%, 09/01/00 1,000
1,085 Kentucky State, Property & Buildings Commission,
Project No. 66, Ser. A, Rev., 5.00%, 05/01/02 1,089
-------
36,204
Louisiana -- 1.3%
2,950 Caddo Parish, Louisiana, Industrial Development
Board Inc., Frymaster Corp. Project, Rev.,
FRDO, 4.25%, 09/05/00 2,950
2,685 Iberia Parish, Louisiana, Industrial Development
Board Inc., Cuming Insulation Corp. Project, Rev.,
FRDO, 4.37%, 09/07/00 2,685
2,000 Louisiana Housing Finance Agency, Ser. A-52, Rev.,
FRDO, 4.50%, 09/06/00 2,000
5,575 Louisiana Public Facilities Authority, Tiger Athletic
Foundation Project, Rev., FRDO, 4.28%, 09/07/00 5,575
1,535 New Orleans, Louisiana, Aviation Board, Ser. A, Rev.,
FRDO, 4.30%, 09/06/00 1,535
</TABLE>
See notes to financial statements.
31
CHASE VISTA TAX FREE MONEY MARKET FUND
Portfolio of Investments (Continued)
As of August 31, 2000
(Amounts in thousands)
<TABLE>
<CAPTION>
Principal
Amount Issuer Value
------------------------------------------------------------------------------------
Money Market Instruments -- Continued
------------------------------------------------------------------------------------
<S> <C> <C>
Louisiana -- Continued
$ 3,000 Plaquemines, Louisiana, Port Harbor & Terminal District,
Rev., 4.30%, 12/08/00 $ 3,000
4,000 Plaquemines, Louisiana, Port Harbor & Terminal District,
Port Facilities, International Marine Terminal Project,
Ser. B, Rev., FRDO, 4.20%, 03/15/01 4,005
-------
21,750
Maine -- 0.3%
1,000 Maine Educational Loan Marketing Corp., Student Loan,
Ser. A-4, Rev., 5.60%, 11/01/00 1,002
3,310 Maine State, Turnpike Authority, FLOATS, Ser. PA-699,
Rev., FRDO, 4.33%, 09/07/00 3,311
-------
4,313
Maryland -- 1.6%
3,000 Anne Arundel County, Maryland, GO, 4.25%, 12/14/00 3,000
8,605 Howard County, Maryland, Multi-Family Housing,
Sherwood Crossing LTD, Rev., FRDO, 4.85%, 12/01/00 8,605
5,000 Maryland State, Stadium Authority, Sports Facilities
Lease, Rev., FRDO, 4.30%, 09/06/00 5,000
10,000 Municipal Securities Trust Certificates, Ser. 1999-76,
Class A, Rev., FRDO, #, 4.55%, 12/01/00 10,000
-------
26,605
Massachusetts -- 0.5%
5,300 Massachusetts State, Health & Educational Facilities
Authority, Municipal Securities Trust Receipts,
Ser. SGA-97, Rev., FRDO, 4.35%, 09/01/00 5,300
3,000 Massachusetts State, Ser. A, GO, BAN, +, 5.00%, 09/06/01 3,020
-------
8,320
Michigan -- 2.8%
1,100 Cornell Township, Michigan, Economic Development
Corp., Environmental Improvement, Dates-Mead-
Escanaba Paper Co., Rev., FRDO, 4.25%, 09/01/00 1,100
6,100 Holt, Michigan, Public Schools, Ser. B, GO, FRDO, +,
4.30%, 03/01/01 6,100
1,500 Michigan Municipal Bond Authority, Ser. C-2, Rev.,
5.00%, 08/23/01 1,510
22,000 Michigan State, Building Authority, Rev.,
4.20%, 09/21/00 22,000
1,200 Michigan State, Hospital Finance Authority, Mt. Clemens
Hospital, Rev., FRDO, 4.20%, 09/06/00 1,200
6,000 Michigan State, Housing Development Authority,
Ser. 1999-B2, Rev., 4.45%, 09/06/00 6,000
7,495 Michigan State, Strategic Fund LTD, FLOATS, Ser. PT-237,
Rev., FRDO, 4.33%, 09/07/00 7,495
1,175 Michigan State, Strategic Fund LTD, Wayne Disposal,
Oakland Project, Rev., FRDO, 4.35%, 09/06/00 1,175
-------
46,580
Minnesota -- 0.3%
3,300 Minnesota State, GO, FRDO, 4.33%, 09/07/00 3,300
1,255 Minnesota State, Housing Finance Agency, Single Family
Mortgage, Ser. E, Rev., FRDO, 4.35%, 05/01/01 1,255
-------
4,555
</TABLE>
See notes to financial statements.
32
CHASE VISTA TAX FREE MONEY MARKET FUND
Portfolio of Investments (Continued)
As of August 31, 2000
(Amounts in thousands)
<TABLE>
<CAPTION>
Principal
Amount Issuer Value
------------------------------------------------------------------------------------
Money Market Instruments -- Continued
------------------------------------------------------------------------------------
<S> <C> <C>
Mississippi -- 0.5%
$ 3,030 Mississippi Business Finance Corp., IDR, Choctaw Maid
Farms, Inc. Project, Rev., FRDO, 4.35%, 09/06/00 $ 3,030
4,840 Mississippi Home Corp., Single Family Housing, Class A
Certificates, Ser. I, Rev., FRDO, 4.40%, 09/07/00 4,840
-------
7,870
Missouri -- 2.0%
7,335 Independence, Missouri, IDA, Multi-Family Housing,
FLOATS, Ser. PT-314, Rev., FRDO, 4.40%, 09/07/00 7,335
3,400 Kansas City, Missouri, IDR, Livers Bronze Co. Project,
Rev., FRDO, 4.45%, 09/07/00 3,400
880 Macon, Missouri, IDA, Health Care Realty Macon, Rev.,
FRDO, 4.40%, 09/01/00 880
1,600 Missouri Higher Education Loan Authority, Student
Loan, Ser. B, Rev., FRDO, 4.40%, 09/06/00 1,600
700 Missouri State, Health & Educational Facilities Authority,
Medical Research Facilities, Stowers Institute, Rev.,
FRDO, 4.20%, 09/07/00 700
3,500 Missouri State, Health & Educational Facilities Authority,
School District, Advance Funding Program, Saint
Charles R-6 School, Ser. J, GO, 4.25%, 09/19/00 3,501
1,900 Missouri State, Health & Educational Facilities Authority,
School District, Advance Funding Program, Webster
Groves School, Ser. K, GO, 4.25%, 09/19/00 1,900
8,915 Missouri State, Housing Development Commission,
FLOATS, Ser. PT-223, Rev., FRDO, 4.50%, 09/01/00 8,915
4,000 Missouri State, Housing Development Commission,
Ser. A-64, Rev., FRDO, 4.50%, 09/06/00 4,003
865 Osage Beach, Missouri, IDA, Health Care Realty Osage,
Rev., FRDO, 4.40%, 09/01/00 865
-------
33,099
Montana -- 0.2%
3,785 Montana State, Board of Housing, FLOATS, Ser. PT-356,
Rev., FRDO, 4.38%, 09/07/00 3,785
Multiple States -- 0.5%
7,795 Koch Fixed Rate Trust, Variable States, FLOATS,
Ser. PL-6A, Rev., FRDO, 4.39%, 09/01/00 7,795
Nebraska -- 0.1%
1,800 Sidney, Nebraska, IDR, Pennington Seed Inc. Project,
Rev., FRDO, 4.35%, 09/06/00 1,800
Nevada -- 2.9%
1,600 Clark County, Nevada, Airport, Ser. B-2, Rev.,
FRDO, 4.25%, 09/06/00 1,600
1,745 Clark County, Nevada, School District, Building &
Renovation, Ser. B, GO, 7.50%, 06/15/01 1,786
19,800 Eagle Tax Exempt Trust, Weekly Option Mode, Clark
County, Ser. 98-2801, FRDO, #, 4.33%, 09/07/00 19,800
6,250 Nevada Housing Division, Multi-Unit Housing, Joshua
Villas, Ser. E, Rev., FRDO, 4.40%, 09/07/00 6,250
4,435 Nevada Housing Division, Multi-Unit Housing, Judith
Villas, Ser. C, Rev., FRDO, 4.40%, 09/07/00 4,435
</TABLE>
See notes to financial statements.
33
CHASE VISTA TAX FREE MONEY MARKET FUND
Portfolio of Investments (Continued)
As of August 31, 2000
(Amounts in thousands)
<TABLE>
<CAPTION>
Principal
Amount Issuer Value
------------------------------------------------------------------------------------
Money Market Instruments -- Continued
------------------------------------------------------------------------------------
<S> <C> <C>
Nevada -- Continued
$ 6,750 Nevada Housing Division, Multi-Unit Housing, Ser. A,
Rev., FRDO, 4.40%, 09/07/00 $ 6,750
3,195 Nevada Housing Division, Multi-Unit Housing, Ser. M,
Rev., FRDO, 4.40%, 09/07/00 3,195
4,400 Nevada State, Municipal Securities Trust Receipts,
Ser. SGB-31, GO, FRDO, 4.33%, 09/07/00 4,400
-------
48,216
New Hampshire -- 0.3%
1,540 New Hampshire State, Business Finance Authority,
Industrial Facilities, Nickerson Assembly Co., Rev.,
FRDO, 4.50%, 09/06/00 1,540
3,870 New Hampshire State, Housing Finance Authority,
Single Family Housing, FLOATS, Ser. PT-115, Rev.,
FRDO, 4.40%, 09/07/00 3,870
-------
5,410
New Jersey -- 0.2%
2,700 New Jersey Economic Development Authority, Danic
Urban Renewal, Rev., FRDO, 3.70%, 09/07/00 2,700
New Mexico -- 0.5%
3,000 New Mexico State, Hospital Equipment Loan Council,
Pooled Loan Program, Ser. A, Rev., FRDO,
4.35%, 09/06/00 3,000
5,000 New Mexico State, Rev., TRAN, 5.00%, 06/29/01 5,028
-------
8,028
New York -- 4.9%
1,235 Eagle Tax-Exempt Trust, Weekly Option Mode,
Ser. 96C-4901, Class A, FRDO, #, 3.30%, 09/07/00 1,235
1,305 Fort Plain, New York, Central School District, GO,
4.75%, 06/15/01 1,308
15,560 IBM Tax Exempt Grantor Trust, IBM Project, FLOATS,
Weekly Receipt, FRDO, 4.48%, 09/07/00 15,560
3,000 Jamestown, New York, City School District, GO,
4.90%, 06/15/01 3,009
1,520 Monroe County, New York, Airport Authority, FLOATS,
Ser. PA-585, Rev., FRDO, 4.29%, 09/07/00 1,520
6,000 Municipal Securities Trust Certificates, Ser. 2000-92,
Class A, GO, FRDO, #, 4.35%, 09/01/00 6,000
7,700 Municipal Securities Trust Certificates, Ser. 2000-93,
Class A, Rev., FRDO, #, 4.35%, 09/01/00 7,701
16,300 Nassau County, New York, Ser. B, Tax Exempt
Anticipation Note, GO, RAN, 6.00%, 03/20/01 16,432
8,900 New York City, New York, Trust Cultural Resources,
American Museum of National History, Ser. B, Rev.,
FRDO, 4.58%, 07/01/01 8,900
3,000 New York State, Environmental Quality, Ser. G, GO,
FRDO, 3.90%, 09/06/00 3,000
1,540 New York State, Job Development Authority, Ser. B-1
through B-21, Rev., FRDO, 4.40%, 09/01/00 1,540
1,020 Rome, New York, City School District, GO,
5.38%, 06/15/01 1,027
10,000 Suffolk County, New York, Floating Rate Trust Receipts,
Ser. A-38, Regulation D, GO, FRDO, 4.50%, 09/06/00 10,000
</TABLE>
See notes to financial statements.
34
CHASE VISTA TAX FREE MONEY MARKET FUND
Portfolio of Investments (Continued)
As of August 31, 2000
(Amounts in thousands)
<TABLE>
<CAPTION>
Principal
Amount Issuer Value
------------------------------------------------------------------------------------
Money Market Instruments -- Continued
------------------------------------------------------------------------------------
<S> <C> <C>
New York -- Continued
$ 4,200 Triborough Bridge & Tunnel Authority, New York,
FLOATS, Ser. SG-41, Rev., FRDO, 4.24%, 09/07/00 $ 4,200
-------
81,432
North Carolina -- 0.6%
2,000 Gaston County, North Carolina, Industrial Facilities &
PCFA, Industrial Development, Quality Metal Project,
Rev., FRDO, 4.40%, 09/07/00 2,000
900 Guilford County, North Carolina, Industrial Facilities
& PCFA, Neal Manufacturing, Rev., FRDO,
4.40%, 09/07/00 900
5,000 Mecklenburg County, North Carolina, Public
Improvement, Ser. C, GO, FRDO, 4.30%, 09/06/00 5,000
2,400 North Carolina, Medical Care Commission, Health
Care Facilities, The Givens Estates Inc. Project, Rev.,
FRDO, 4.35%, 09/01/00 2,400
-------
10,300
North Dakota -- 1.0%
16,000 North Dakota State, Housing Finance Agency, Housing
Finance Program, Home Mortgage, Ser. D, Rev., @,
4.45%, 08/27/01 16,000
Ohio -- 1.0%
5,000 Columbus, Ohio, Ser. 1, GO, FRDO, 4.10%, 09/07/00 5,000
1,000 Ohio Housing Finance Agency, Residential Mortgage,
Ser. A-2, Rev., 4.25%, 09/01/00 1,000
4,900 Ohio Housing Finance Agency, Residential Mortgage,
Ser. C, Rev., +, 4.35%, 09/01/01 4,900
3,595 Ohio Housing Finance Agency, Single Family Mortgage,
FLOATS, Ser. PT-71, Rev., FRDO, 4.40%, 09/07/00 3,667
1,000 Ohio State, Public Facilities Commission, Higher
Education Capital Facilities, Ser. II-B, Rev.,
4.50%, 11/01/00 1,000
1,330 Ohio State, Water Development Authority, Pollution
Control Facilities, Water Control Loan Fund,
State Match, Rev., 5.50%, 06/01/01 1,340
-------
16,907
Oklahoma -- 0.6%
3,000 Oklahoma Development Finance Authority,
Oklahoma Hospital Association, Ser. A, Rev., FRDO,
4.35%, 09/06/00 3,000
7,000 Oklahoma State, Water Resource Board, State Loan
Program, Rev., FRDO, 4.05%, 03/01/01 7,000
-------
10,000
Oregon -- 0.6%
5,240 Oregon State, Housing & Community Services
Department, Single Family Mortgage Program, Ser. C,
Rev., 4.25%, 03/29/01 5,240
1,900 Oregon State, Ser. 73-E, GO, FRDO, 4.15%, 09/06/00 1,900
3,470 Port Portland, Oregon, Airport, Ser. 7-A, Rev., -,
6.75%, 07/01/01 3,563
-------
10,703
</TABLE>
See notes to financial statements.
35
CHASE VISTA TAX FREE MONEY MARKET FUND
Portfolio of Investments (Continued)
As of August 31, 2000
(Amounts in thousands)
<TABLE>
<CAPTION>
Principal
Amount Issuer Value
-------------------------------------------------------------------------------------
Money Market Instruments -- Continued
-------------------------------------------------------------------------------------
<S> <C> <C>
Pennsylvania -- 1.5%
$ 3,900 Butler County, Pennsylvania, Hospital Authority,
North Hills Passavant Hospital, Ser. A, Rev., -,
7.00%, 06/01/01 $ 4,040
100 Delaware Valley, Pennsylvania, Regional Finance
Authority, Local Government, Rev., FRDO,
4.30%, 09/06/00 100
500 Geisinger Authority, Pennsylvania, Health System,
Penn State Geisinger Health, Ser. B, Rev., FRDO,
4.30%, 09/01/00 500
2,000 Harrisburg, Pennsylvania, Water Authority, Municipal
Securities Trust Receipts, Ser. SGA-80, Rev., FRDO,
4.30%, 09/06/00 2,000
5,000 Pennsylvania State, Higher Education Assistance Agency,
Student Loan, Ser. A, Rev., FRDO, 4.35%, 09/06/00 5,000
4,230 Philadelphia, Pennsylvania, IDA, Airport, FLOATS,
Ser. PT-417, Rev., FRDO, 4.55%, 06/14/01 4,230
4,425 Philadelphia, Pennsylvania, Redevelopment Authority,
Multi-Family Housing, Courts Project, Ser. A, Rev.,
FRDO, 4.30%, 09/07/00 4,425
5,000 Philadelphia, Pennsylvania, Ser. A, Rev., TRAN, @,
5.00%, 06/29/01 5,025
-------
25,320
Rhode Island -- 0.3%
4,995 Rhode Island Refunding Bond Authority, State Public
Projects, FLOATS, Ser. PT-419, Rev., 4.50%, 06/14/01 4,995
South Carolina -- 1.8%
4,000 Kershaw County, South Carolina, IDR, New South Inc.
Project, Rev., FRDO, 4.30%, 09/07/00 4,000
2,000 South Carolina State, Public Service Authority, Municipal
Trust Receipts, Ser. SG-32, Rev., FRDO, 4.33%, 09/07/00 2,003
4,500 South Carolina State, Public Service Authority, Ser. A,
Rev., 4.50%, 01/01/01 4,504
18,800 South Carolina Transportation Infrastructure Bank,
Floating Rate Trust Receipts, Ser. L-10, Regulation D,
Rev., FRDO, 4.45%, 09/06/00 18,802
-------
29,309
South Dakota -- 0.9%
14,595 South Dakota Housing Development Authority, FLOATS,
Ser. PT-73, Rev., FRDO, 4.33%, 09/07/00 14,595
Tennessee -- 8.5%
16,125 Clarksville, Tennessee, Public Building Authority, Pooled
Financing, Tennessee Municipal Bond Fund, Rev.,
FRDO, 4.25%, 09/07/00 16,125
5,995 Metropolitan Government Nashville & Davidson
Counties, Tennessee, FLOATS, Ser. PT-394, Rev., FRDO,
4.45%, 09/07/00 5,995
2,500 Metropolitan Government of Nashville & Davidson
Counties, Tennessee, Health & Education Facilities
Board, Vanderbilt University, Ser. 85-A, Rev., FRDO,
4.15%, 01/15/01 2,500
</TABLE>
See notes to financial statements.
36
CHASE VISTA TAX FREE MONEY MARKET FUND
Portfolio of Investments (Continued)
As of August 31, 2000
(Amounts in thousands)
<TABLE>
<CAPTION>
Principal
Amount Issuer Value
-------------------------------------------------------------------------------------
Money Market Instruments -- Continued
-------------------------------------------------------------------------------------
<S> <C> <C>
Tennessee -- Continued
$ 7,500 Metropolitan Government of Nashville & Davidson
Counties, Tennessee, Industrial Development
Board, Country Music Hall of Fame, Rev.,
FRDO, 4.20%, 09/07/00 $ 7,500
1,500 Sevier County, Tennessee, Public Building Authority,
Local Government Public Improvement, Ser. II-A-1,
Rev., FRDO, 4.30%, 09/07/00 1,500
2,500 Sevier County, Tennessee, Public Building Authority,
Local Government Public Improvement, Ser. II-A-2,
Rev., FRDO, 4.30%, 09/07/00 2,500
4,000 Sevier County, Tennessee, Public Building Authority,
Local Government Public Improvement, Ser. II-D-2,
Rev., FRDO, 4.30%, 09/07/00 4,000
9,400 Sevier County, Tennessee, Public Building Authority,
Local Government Public Improvement, Ser. II-D-2,
Rev., FRDO, 4.30%, 09/07/00 9,400
1,160 Sevier County, Tennessee, Public Building Authority,
Local Government Public Improvement, Ser. II-D-3,
Rev., FRDO, 4.30%, 09/07/00 1,160
6,800 Sevier County, Tennessee, Public Building Authority,
Local Government Public Improvement, Ser. III-C-5,
Rev., FRDO, 4.30%, 09/07/00 6,800
1,600 Sevier County, Tennessee, Public Building Authority,
Local Government Public Improvement, Ser. III-D-3,
Rev., FRDO, 4.30%, 09/07/00 1,600
5,000 Sevier County, Tennessee, Public Building Authority,
Local Government Public Improvement, Ser. III-E-2,
Rev., FRDO, 4.30%, 09/07/00 5,000
2,500 Sevier County, Tennessee, Public Building Authority,
Local Government Public Improvement, Ser. III-E-3,
Rev., FRDO, 4.30%, 09/07/00 2,500
5,500 Sevier County, Tennessee, Public Building Authority,
Local Government Public Improvement, Ser. III-G-2,
Rev., FRDO, 4.30%, 09/07/00 5,500
7,600 Sevier County, Tennessee, Public Building Authority,
Local Government Public Improvement, Ser. IV-1, Rev.,
FRDO, 4.35%, 09/01/00 7,600
5,000 Sevier County, Tennessee, Public Building Authority,
Local Government Public Improvement, Ser. IV-3, Rev.,
FRDO, 4.35%, 09/01/00 5,000
7,000 Sevier County, Tennessee, Public Building Authority,
Local Government Public Improvement, Ser. IV-A-3,
Rev., FRDO, 4.35%, 09/01/00 7,000
4,700 Sevier County, Tennessee, Public Building Authority,
Local Government Public Improvement, Ser. IV-B-12,
Rev., FRDO, 4.35%, 09/01/00 4,700
5,200 Sevier County, Tennessee, Public Building Authority,
Local Government Public Improvement, Ser. IV-B-5,
Rev., FRDO, 4.35%, 09/01/00 5,200
4,500 Sevier County, Tennessee, Public Building Authority,
Local Government Public Improvement, Ser. IV-B-9,
Rev., FRDO, 4.35%, 09/01/00 4,500
</TABLE>
See notes to financial statements.
37
CHASE VISTA TAX FREE MONEY MARKET FUND
Portfolio of Investments (Continued)
As of August 31, 2000
(Amounts in thousands)
<TABLE>
<CAPTION>
Principal
Amount Issuer Value
--------------------------------------------------------------------------------------
Money Market Instruments -- Continued
--------------------------------------------------------------------------------------
<S> <C> <C>
Tennessee -- Continued
$ 5,000 Sevier County, Tennessee, Public Building Authority,
Local Government Public Improvement, Ser. IV-D-1,
Rev., FRDO, 4.35%, 09/01/00 $ 5,000
6,200 Shelby County, Tennessee, Health, Educational &
Housing Facilities Board, Baptist Health, Rev.,
FRDO, 4.45%, 01/18/01 6,200
5,465 Shelby County, Tennessee, Health, Educational &
Housing Facilities Board, Educational Facilities, Rhodes
College, Rev., FRDO, 4.25%, 09/07/00 5,465
300 Shelby County, Tennessee, Ser. A, GO, FRDO,
4.20%, 09/06/00 300
700 South Pittsburgh, Tennessee, Industrial Development
Board, Lodge Manufacturing Co. Project, Rev.,
FRDO, 4.35%, 09/06/00 700
3,635 Tennessee Housing Development Agency, FLOATS,
Ser. PA-726R, Rev., FRDO, 4.38%, 09/07/00 3,635
13,530 Tennessee, Housing Development Agency, FLOATS,
Ser. PT-279, Rev., FRDO, 4.30%, 01/01/01 13,530
--------
140,910
Texas -- 18.4%
1,500 Addison, Texas, GO, 6.25%, 09/01/00 1,500
2,000 Austin, Texas, Independent School District, GO,
5.20%, 08/01/01 2,014
1,135 Austin, Texas, Public Improvement, GO, 7.00%, 09/01/00 1,135
1,000 Brazos River Authority, Texas, PCR, TXU Electric Co.,
Ser. C, Rev., FRDO, 4.40%, 09/06/00 1,000
800 Brazos River Authority, Texas, PCR, Utilities Electric Co.,
Ser. B, Rev., FRDO, 4.40%, 09/01/00 800
9,200 Carroll, Texas, Independent School District, GO,
FRDO, 4.20%, 09/07/00 9,200
6,200 City of El Paso, Texas, GO, 4.15%, 09/05/00 6,200
2,000 City of El Paso, Texas, GO, 4.40%, 09/07/00 2,000
8,200 Dallas County, Texas, Ser. C, GO, FRDO, 4.65%, 06/15/01 8,200
1,800 Dallas, Texas, Area Rapid Transit, North Central Light
Rail, Rev., FRDO, 4.20%, 09/06/00 1,800
5,000 Dallas-Fort Worth, Texas, International Airport Facilities
Improvement Corp., Flight Safety Project, Rev.,
FRDO, 4.40%, 09/07/00 5,000
1,855 Dallas-Fort Worth, Texas, Regional Airport, Municipal
Securities Trust Receipts, Ser. SGA-49, Rev.,
FRDO, 4.35%, 09/01/00 1,855
5,000 Dallas-Fort Worth, Texas, Regional Airport,
Ser. A-CR-103, Rev., FRDO, 4.35%, 02/01/01 5,000
5,000 Dallas-Fort Worth, Texas, Regional Airport,
Ser. A-CR-104, Rev., FRDO, 4.35%, 02/01/01 5,000
4,500 Dallas-Fort Worth, Texas, Regional Airport,
Ser. A-CR-107, Rev., FRDO, 4.35%, 02/01/01 4,500
16,100 Denton, Texas, Independent School District, GO,
FRDO, 4.33%, 02/01/01 16,100
1,270 Denton, Texas, Utility Systems, Ser. A, Rev.,
4.88%, 12/01/00 1,272
3,910 Eagle Tax Exempt Trust, Weekly Option Mode,
Ser. 99-4302, #, FRDO, 4.33%, 09/07/00 3,910
</TABLE>
See notes to financial statements.
38
CHASE VISTA TAX FREE MONEY MARKET FUND
Portfolio of Investments (Continued)
As of August 31, 2000
(Amounts in thousands)
<TABLE>
<CAPTION>
Principal
Amount Issuer Value
------------------------------------------------------------------------------------
Money Market Instruments -- Continued
------------------------------------------------------------------------------------
<S> <C> <C>
Texas -- Continued
$ 8,400 Greater East Texas, Higher Education, Ser. B, Rev.,
FRDO, 3.85%, 09/07/00 $ 8,400
10,000 Greater Texas, Student Loan Corp., Student Loan, Ser. A,
Rev., 4.22%, 02/01/01 10,000
3,000 Guadalupe Blanco River Authority, Texas, Industrial
Development Corp., IDR, The BOC Group Inc. Project,
Rev., FRDO, 4.30%, 09/07/00 3,000
5,000 Harlandale, Texas, Independent School District,
Municipal Securities Trust Receipts, Ser. SGA-100, GO,
FRDO, 4.40%, 09/06/00 5,000
1,520 Harris County, Texas, GO, @, 4.25%, 10/04/00 1,520
5,100 Harris County, Texas, GO, 4.25%, 10/05/00 5,100
7,900 Hays, Texas, Memorial Health Facilities Development
Corp., Central Texas Medical Center Project, Ser. A,
Rev., 4.30%, 09/07/00 7,900
10,000 Houston, Texas, Airport System, Rev., 4.30%, 10/11/00 10,000
1,400 Houston, Texas, Ser. A, GO, 4.35%, 01/11/01 1,400
3,000 Houston, Texas, Ser. B, GO, 4.30%, 11/28/00 3,000
5,000 Houston, Texas, Ser. C, GO, 4.30%, 11/28/00 5,000
10,000 Houston, Texas, Water & Sewer System, Rev.,
4.30%, 11/09/00 10,000
2,930 Humble, Texas, Independent School District, GO,
6.50%, 02/15/01 2,960
3,900 Katy, Texas, Independent School District, Ser, A, GO,
FRDO, 4.20%, 09/07/00 3,900
4,200 Longview, Texas, Industrial Corp., Collins Industries Inc.
Project, Rev., FRDO, 4.45%, 09/07/00 4,200
5,000 Mesquite, Texas, Independent School District, GO,
FRDO, 4.45%, 02/01/01 5,002
1,355 Midland, Texas, Independent School District, GO,
FRDO, 4.20%, 09/07/00 1,355
30,000 North Central Texas, Health Facilities Development
Corp., Rev., 4.35%, 12/12/00 29,999
4,700 Richardson, Texas, Independent School District, Ser. A,
GO, FRDO, 4.20%, 09/07/00 4,700
7,190 San Angelo, Texas, Independent School District, GO,
FRDO, 4.25%, 09/07/00 7,190
19,920 San Antonio, Texas, Electric & Gas, Municipal
Securities Trust Receipts, Ser. SGA-48, Rev.,
FRDO, 4.30%, 09/06/00 19,920
5,000 San Antonio, Texas, Water Revenue, Municipal
Securities Trust Receipts, Ser. SGA-42, Rev.,
FRDO, 4.30%, 09/06/00 5,000
3,830 Tarrant County, Texas, Housing Finance Corp,
Multi-Family Housing, Remington Project, Rev.,
FRDO, 4.20%, 09/06/00 3,830
5,565 Texas State, Department of Housing & Community
Affairs, Residential Mortgage, FLOATS, Ser. PA-743R,
Rev., FRDO, 4.40%, 09/07/00 5,565
10,000 Texas State, Floating Rate Trust Receipts, Ser. A-18,
Regulation D, Rev., FRDO, 4.45%, 09/01/00 10,000
12,000 Texas State, Floating Rate Trust Receipts, Ser. N-19,
Regulation D, Rev., FRDO, 4.45%, 09/06/00 12,000
</TABLE>
See notes to financial statements.
39
CHASE VISTA TAX FREE MONEY MARKET FUND
Portfolio of Investments (Continued)
As of August 31, 2000
(Amounts in thousands)
<TABLE>
<CAPTION>
Principal
Amount Issuer Value
--------------------------------------------------------------------------------------
Money Market Instruments -- Continued
--------------------------------------------------------------------------------------
<S> <C> <C>
Texas -- Continued
$ 4,945 Texas State, FLOATS, Ser. PT-1991, Rev., FRDO,
4.38%, 09/07/00 $ 4,945
5,000 Texas State, Rev., TRAN, 5.25%, 08/31/01 5,047
10,000 Texas State, Ser. 93-A, GO, 4.30%, 10/04/00 10,000
3,000 Texas State, Turnpike Authority, Dallas North Thruway,
Floating Rate Receipts, Ser. SG-70, Rev., FRDO,
4.33%, 09/07/00 3,000
4,400 Texas State, Veteran's Housing Assistance, Ser. A-1, GO,
FRDO, 4.50%, 09/06/00 4,400
13,290 University of Texas, Municipal Securities Trust Receipts,
Ser. SGA-78, Rev., FRDO, 4.30%, 09/06/00 13,290
1,800 West Side Calhoun County, Texas, Naval District, Sewer
& Solid Waste Disposal, BP Chemicals Inc. Project, Rev.,
FRDO, 4.45%, 09/01/00 1,800
--------
304,909
Utah -- 0.4%
2,100 Utah State Board of Regents, Student Loan, Ser. C, Rev.,
FRDO, 4.30%, 09/06/00 2,100
5,000 Utah State, Housing Finance Agency, Single Family
Mortgage, Ser. E-1, Rev., FRDO, 3.85%, 09/06/00 5,000
--------
7,100
Virginia -- 1.9%
2,000 Harrisonburg, Virginia, Redevelopment & Housing
Authority, Multi-Family Housing, Misty Ridge Project,
Ser. A, Rev., FRDO, 4.30%, 09/07/00 2,000
4,870 King George County, Virginia, IDA, Exempt Facilities,
Birchwood Power Partners, Ser. B, Rev., FRDO,
4.45%, 09/01/00 4,870
1,100 Lynchburg, Virginia, IDA, Hospital Facilities, First
Mortgage, VHA Mid Atlantic/Cap, Ser. E, Rev.,
FRDO, 4.25%, 09/06/00 1,100
12,893 Norfolk, Virginia, Airport Authority, Rev.,
4.35%, 01/16/01 12,893
800 Petersburg, Virginia, Hospital Authority, Hospital
Facilities, Southside Regional, Rev., FRDO,
4.35%, 09/01/00 800
7,150 Roanoke, Virginia, IDA, Hospital, Carilion Health
Systems, Ser. B, Rev., FRDO, 4.35%, 09/01/00 7,150
2,385 Spotsylvania County, Virginia, IDA, Residential
Care Facilities, Chancellor's Village Project, Rev.,
FRDO, 4.25%, 09/07/00 2,385
--------
31,198
Washington -- 5.5%
12,150 Eagle Tax Exempt Trust, Weekly Option Mode, Ser. A,
FRDO, #, 4.33%, 09/07/00 12,150
15,830 King County, Washington, FLOATS, Ser. PT-385, Rev.,
FRDO, 4.45%, 09/07/00 15,830
950 King County, Washington, Housing Authority,
Auburn Court Apartments Project, Rev.,
FRDO, 4.40%, 09/07/00 950
2,000 Port Townsend, Washington, Industrial Development,
Port Townsend Paper Corp., Ser. A, Rev., FRDO,
4.40%, 09/07/00 2,000
</TABLE>
See notes to financial statements.
40
CHASE VISTA TAX FREE MONEY MARKET FUND
Portfolio of Investments (Continued)
As of August 31, 2000
(Amounts in thousands)
<TABLE>
<CAPTION>
Principal
Amount Issuer Value
--------------------------------------------------------------------------------------
Money Market Instruments -- Continued
--------------------------------------------------------------------------------------
<S> <C> <C>
Washington -- Continued
$ 1,050 Redmond, Washington, Public Corp., Industrial
Revenue, Integrated Circuits Project, Rev., FRDO,
4.35%, 09/07/00 $ 1,050
1,275 Seattle, Washington, Housing Authority, Low Income
Housing Assistance, Bayview Manor Project, Ser. B,
Rev., FRDO, 4.15%, 09/07/00 1,275
8,955 Seattle, Washington, Municipal Light & Power,
Municipal Securities Trust Receipts, Ser. SGA-96, Rev.,
FRDO, 4.35%, 09/01/00 8,956
11,450 Seattle, Washington, Municipal Light & Power, Rev.,
4.20%, 10/19/00 11,450
15,715 Seattle, Washington, Water Systems, Municipal
Securities Trust Receipts, Ser. SGA-90, Rev., FRDO,
4.30%, 09/06/00 15,715
7,020 Washington State, GO, 4.25%, 10/04/00 7,020
2,000 Washington State, Health Care Facilities Authority,
Sisters of Providence, Rev., -, 8.25%, 10/01/00 2,046
1,000 Washington State, Housing Finance Commission,
Non-Profit Housing, Golden Sands Project, Rev.,
FRDO, 4.25%, 09/01/00 1,000
3,000 Washington State, Housing Finance Commission, Single
Family Program, Ser. 1-A-S, Rev., 4.20%, 02/01/01 3,000
2,500 Washington State, Housing Finance Commission, Single
Family Program, Ser. 2-A-S, Rev., 4.40%, 04/01/01 2,500
4,000 Washington State, Public Power Supply System, Nuclear
Project No. 1, Ser. A, Rev., -, 6.88%, 07/01/01 4,148
2,000 Washington State, Public Power Supply System, Nuclear
Project No. 2, Ser. C, Rev., -, 7.50%, 01/01/01 2,060
-------
91,150
West Virginia -- 0.3%
5,765 West Virginia State, Building Commission, FLOATS,
Ser. PA-520, Rev., FRDO, 4.38%, 09/07/00 5,765
Wisconsin -- 3.5%
9,800 Eagle Tax Exempt Trust, Weekly Option Mode,
Ser. 94-4904, FRDO, #, 4.35%, 09/07/00 9,800
1,550 Milwaukee County, Wisconsin, Airport, Ser. A, GO,
4.50%, 10/01/00 1,550
14,455 Municipal Securities Trust Certificates, Ser. 1999-70,
Class A, Rev., FRDO, 4.30%, 09/06/00 14,455
3,250 Wisconsin Housing & Economic Development Authority,
Home Ownership, Floating Rate Trust Receipts,
Ser. 18, Rev., FRDO, 4.55%, 09/06/00 3,250
5,800 Wisconsin Public Power Inc. System, Power Supply
System, Municipal Securities Trust Receipts, Ser. SGA-2,
Rev., FRDO, 4.30%, 09/06/00 5,807
5,000 Wisconsin State, Clean Water, Ser. 1, Rev., -,
6.75%, 06/01/01 5,172
7,200 Wisconsin State, Health & Education Facilities Authority,
Rev., 4.25%, 10/16/00 7,200
10,000 Wisconsin State, Transportation, Rev., 4.20%, 10/05/00 10,000
-------
57,234
</TABLE>
See notes to financial statements.
41
CHASE VISTA TAX FREE MONEY MARKET FUND
Portfolio of Investments (Continued)
As of August 31, 2000
(Amounts in thousands)
<TABLE>
<CAPTION>
Principal
Amount Issuer Value
------------------------------------------------------------------------------------------
Money Market Instruments -- Continued
------------------------------------------------------------------------------------------
<S> <C> <C>
Wyoming -- 0.6%
$ 1,300 Lincoln County, Wyoming, PCR, Exxon Project, Ser. D,
Rev., FRDO, 4.25%, 09/01/00 $ 1,300
7,860 Wyoming Community Development Authority, Housing,
FLOATS, Ser. PT-195, Rev., FRDO, 4.38%, 09/07/00 7,860
----------
9,160
----------
Total Municipal Securities 1,650,982
(Cost $1,650,982)
------------------------------------------------------------------------------------------
Total Investments -- 100.2% $1,658,436
(Cost $1,658,436)*
------------------------------------------------------------------------------------------
</TABLE>
See notes to financial statements.
42
--------------------------------------------------------------------------------
CHASE VISTA NEW YORK TAX FREE MONEY MARKET FUND
Portfolio of Investments
--------------------------------------------------------------------------------
As of August 31, 2000
(Amounts in thousands)
<TABLE>
<CAPTION>
Principal
Amount Issuer Value
-------------------------------------------------------------------------------------
Municipal Securities - 100.4%
-------------------------------------------------------------------------------------
<S> <C> <C>
New York -- 100.4%
$ 21,402 ABN AMRO Munitops, Certificates Trust, New York,
Ser. 1999-3, FRDO, #, 4.20%, 09/06/00 $21,402
12,000 ABN AMRO Munitops, Certificates Trust, New York,
Ser. 1999-13, FRDO, #, 4.20%, 09/06/00 12,000
5,500 Albany, New York, City School District, GO, RAN,
5.00%, 10/25/00 5,502
5,000 Albany, New York, City School District, GO, TAN,
4.50%, 10/12/00 5,002
11,530 Albany, New York, GO, BAN, 5.00%, 08/03/01 11,564
590 Albany, New York, IDA, IDR, Newkirk Productions Inc.
Project, Ser. A, Rev., FRDO, 4.15%, 09/07/00 590
8,000 Attica, New York, Central School District, GO, BAN,
@, 5.00%, 04/18/01 8,024
8,915 Attica, New York, Central School District, GO, BAN,
5.00%, 06/15/01 8,937
1,600 Babylon, New York, IDA, IDR, Edwin Berger/Lambro
Industries, Rev., FRDO, 4.15%, 09/06/00 1,600
9,400 Babylon, New York, IDA, Resource Recovery, OFS Equity
Babylon Project, Rev., FRDO, 4.35%, 09/01/00 9,400
1,500 Beacon, New York, City School District, GO, RAN,
6.00%, 09/29/00 1,501
1,690 Beacon, New York, GO, BAN, 4.75%, 02/15/01 1,693
3,000 Beekmantown, New York, Central School District, GO,
BAN, 5.00%, 06/29/01 3,011
7,500 Board of Cooperative Educational Services, New York,
Sole Supervisory District, GO, RAN, 5.00%, 06/22/01 7,519
6,000 Board of Cooperative Educational Services, New York,
Sole Supervisory District, GO, RAN, 5.00%, 06/27/01 6,019
9,620 Board of Cooperative Educational Services, New York,
Sole Supervisory District, GO, RAN, 5.00%, 06/29/01 9,639
4,000 Board of Cooperative Educational Services, New York,
Sole Supervisory District, GO, RAN, 5.25%, 06/22/01 4,014
795 Brockport, New York, Central School District, GO,
5.40%, 06/15/01 800
2,906 Brookhaven, New York, IDA, IDR, Waverly Association
LLC, Rev., FRDO, 4.30%, 09/07/00 2,906
850 Broome County, New York, IDA, IDR, Binghamton Realty
Project, Rev., FRDO, 4.10%, 09/06/00 850
7,000 Buffalo, New York, Ser. A, GO, BAN, 5.50%, 11/15/00 7,012
3,075 Camden, New York, Central School District, GO, RAN,
5.00%, 06/29/01 3,086
3,544 Carthage, New York, Central School District, GO, RAN,
5.00%, 06/22/01 3,552
2,670 Chautauqua County, New York, GO, BAN,
4.50%, 03/06/01 2,672
9,400 Chautauqua Lake, New York, Central School District,
GO, BAN, 4.50%, 03/15/01 9,410
1,750 Chenango Forks, New York, Central School District, GO,
BAN, 4.25%, 09/08/00 1,750
1,525 Chittenango, New York, Central School District, GO,
RAN, 5.00%, 06/29/01 1,530
850 Corning, New York, GO, 4.70%, 09/01/00 850
</TABLE>
See notes to financial statements.
43
CHASE VISTA NEW YORK TAX FREE MONEY MARKET FUND
Portfolio of Investments
As of August 31, 2000
(Amounts in thousands)
<TABLE>
<CAPTION>
Principal
Amount Issuer Value
-------------------------------------------------------------------------------------
Municipal Securities - Continued
-------------------------------------------------------------------------------------
<S> <C> <C>
New York -- Continued
$ 5,000 Cortland, New York, City School District, GO, RAN,
5.00%, 06/29/01 $ 5,018
2,100 Dutchess County, New York, IDA, Civic Facility, Marist
College, Ser. A, Rev., FRDO, 4.10%, 09/07/00 2,100
2,580 Dutchess County, New York, IDA, IDR, Laerdal Medical
Corp. Project, Rev., FRDO, 4.30%, 09/06/00 2,580
1,130 Dutchess County, New York, Resource Recovery Agency,
Solid Waste Systems, Ser. A, Rev., 4.45%, 01/01/01 1,131
10,000 Eagle Tax Exempt Trust, Weekly Option Mode,
Ser. 94-3203, Class A, FRDO, #, 4.30%, 09/07/00 10,000
8,805 Eagle Tax Exempt Trust, Weekly Option Mode,
Ser. 94-3205, Class A, FRDO, #, 4.30%, 09/07/00 8,805
9,910 Eagle Tax Exempt Trust, Weekly Option Mode,
Ser. 94-3208, Class A, FRDO, #, 4.30%, 09/07/00 9,910
20,880 Eagle Tax Exempt Trust, Weekly Option Mode,
Ser. 95-3202, Class A, FRDO, #, 4.30%, 09/07/00 20,880
18,900 Eagle Tax Exempt Trust, Weekly Option Mode,
Ser. 95-3203, Class A, FRDO, #, 4.30%, 09/07/00 18,900
12,155 Eagle Tax Exempt Trust, Long Option Mode,
Ser. 96-3207, Class A, FRDO, #, 4.15%, 09/07/00 12,155
11,000 Eagle Tax Exempt Trust, Weekly Option Mode,
Ser. 96C-3203, Class A, FRDO, #, 4.30%, 09/07/00 11,000
14,850 Eagle Tax Exempt Trust, Weekly Option Mode,
Ser. 96C-3208, Class A, FRDO, #, 4.30%, 09/07/00 14,850
8,200 Eastern Suffolk, New York, Board of Cooperative
Educational Services District, GO, RAN,
5.00%, 06/28/01 8,223
650 Elba, New York, Central School District, GO,
5.50%, 06/15/01 653
2,700 Erie County, New York, Water Authority, Ser. A, Rev.,
FRDO, 4.10%, 09/06/00 2,700
400 Erie County, New York, Water Authority, Ser. B, Rev.,
FRDO, 4.10%, 09/06/00 400
4,000 Fredonia, New York, Central School District, GO, BAN,
4.75%, 02/08/01 4,008
595 Glens Falls, New York, IDA, IDR, Broad Street Center
Project, Rev., FRDO, 4.25%, 09/06/00 595
1,955 Glenville, New York, GO, BAN, 5.00%, 07/13/01 1,961
4,210 Great Neck North, New York, Water Authority, Water
System, Ser. A, Rev., FRDO, 4.25%, 09/06/00 4,210
300 Guilderland, New York, IDA, IDR, Northeastern Industrial
Park, Ser. A, Rev., FRDO, 4.10%, 09/06/00 300
2,000 Hempstead, New York, IDA, IDR, Trigen-Nassau Energy,
Rev., FRDO, 4.05%, 09/06/00 2,000
2,000 Hempstead, New York, Union Free School District, GO,
TAN, 5.25%, 06/28/01 2,011
3,550 Hilton, New York, Central School District, GO, RAN,
5.00%, 04/26/01 3,559
1,890 Ilion, New York, Central School District, GO, BAN,
5.00%, 03/29/01 1,895
3,256 Ilion, New York, Central School District, GO, RAN,
5.00%, 06/29/01 3,268
2,000 Islip, New York, IDA, Brentwood Distribution Co. Facility,
Rev., FRDO, 4.20%, 09/07/00 2,000
</TABLE>
See notes to financial statements.
44
CHASE VISTA NEW YORK TAX FREE MONEY MARKET FUND
Portfolio of Investments
As of August 31, 2000
(Amounts in thousands)
<TABLE>
<CAPTION>
Principal
Amount Issuer Value
--------------------------------------------------------------------------------------
Municipal Securities - Continued
--------------------------------------------------------------------------------------
<S> <C> <C>
New York -- Continued
$ 5,060 Lisbon, New York, Central School District, GO, BAN,
4.75%, 04/27/01 $ 5,068
8,780 Long Island Power Authority, New York, Electric
Systems, Floating Rate Receipts, Ser. SG-125, Rev.,
FRDO, 4.29%, 09/07/00 8,780
5,000 Long Island Power Authority, New York, Electric
Systems, FLOATS, Ser. PA-420, Rev., FRDO,
4.29%, 09/07/00 5,000
12,000 Long Island Power Authority, New York, Electric
Systems, Sub. Ser. 2, Rev., FRDO, 4.15%, 09/06/00 12,000
20,400 Long Island Power Authority, New York, Electric
Systems, Sub. Ser. 3, Rev., FRDO, 4.00%, 09/07/00 20,400
10,200 Long Island Power Authority, New York, Electric
Systems, Sub. Ser. 3, Rev., FRDO, 4.15%, 10/04/00 10,200
2,600 Long Island Power Authority, New York, Electric
Systems, Sub. Ser. 3, Rev., FRDO, 4.20%, 09/07/00 2,600
15,800 Long Island Power Authority, New York, Electric
Systems, Sub. Ser. 3, Rev., FRDO, 4.25%, 10/04/00 15,800
9,900 Long Island Power Authority, New York, Electric
Systems, Sub. Ser. 4, Rev., FRDO, 4.25%, 09/07/00 9,900
12,360 Long Island Power Authority, New York, Electric
Systems, Sub. Ser. 5, Rev., FRDO, 4.30%, 09/01/00 12,360
39,640 Long Island Power Authority, New York, Electric
Systems, Sub. Ser. 6, Rev., FRDO, 4.20%, 09/01/00 39,640
14,100 Long Island Power Authority, New York, Electric
Systems, Sub. Ser. 7, Sub. Ser. 7-A, Rev., FRDO,
3.90%, 09/06/00 14,100
8,110 Longwood Central School District, Suffolk County,
New York, GO, TAN, 5.00%, 06/29/01 8,132
2,900 Marlboro, New York, Central School District, GO, TAN,
4.50%, 11/17/00 2,901
3,985 Metropolitan Transportation Authority, New York,
Commuter Facilities, Municipal Securities Trust
Receipts, Ser. SGA-82, Rev., FRDO, 4.20%, 09/06/00 3,985
6,815 Metropolitan Transportation Authority, New York,
Dedicated Tax Fund, FLOATS, Ser. PA-683, Rev.,
FRDO, 4.24%, 09/07/00 6,815
16,500 Metropolitan Transportation Authority, New York,
Transportation Facilities, Rev., 4.15%, 11/01/00 16,500
14,500 Metropolitan Transportation Authority, New York,
Transportation Facilities, Rev., 4.20%, 10/05/00 14,500
31,000 Metropolitan Transportation Authority, New York,
Transportation Facilities, Special Obligation, Ser. CP-1,
BAN, 4.00%, 09/05/00 31,000
4,400 Mexico, New York, Central School District, GO, RAN,
5.00%, 06/21/01 4,410
4,695 Middletown, New York, GO, BAN, 4.00%, 09/01/00 4,695
2,228 Milford, New York, Central School District, GO, BAN,
4.25%, 09/28/00 2,229
1,500 Monroe County, New York, IDA, Public Improvements,
Canal Ponds Park, Ser. D, Rev., FRDO, 4.25%, 09/06/00 1,500
6,695 Municipal Securities Trust Certificates, Ser. 2000-89,
Class A, Rev., FRDO, #, 4.35%, 09/01/00 6,695
</TABLE>
See notes to financial statements.
45
CHASE VISTA NEW YORK TAX FREE MONEY MARKET FUND
Portfolio of Investments
As of August 31, 2000
(Amounts in thousands)
<TABLE>
<CAPTION>
Principal
Amount Issuer Value
-------------------------------------------------------------------------------------
Municipal Securities - Continued
-------------------------------------------------------------------------------------
<S> <C> <C>
New York -- Continued
$ 18,620 New York City, New York, FLOATS, Ser. PA-442, GO,
FRDO, 4.29%, 09/07/00 $18,620
9,245 New York City, New York, FLOATS, Ser. PT-405, GO,
FRDO, 4.29%, 09/07/00 9,245
34,000 New York City, New York, FLOATS, Ser. PT-1038, GO,
FRDO, 4.29%, 09/07/00 34,000
13,170 New York City, New York, Housing Development Corp.,
Multi-Family Housing, Columbus Apartments, Ser. A,
Rev., FRDO, 4.10%, 09/06/00 13,170
8,500 New York City, New York, Housing Development Corp.,
Multi-Family Housing, James Tower Development,
Ser. A, Rev., FRDO, 4.15%, 09/06/00 8,500
2,900 New York City, New York, Housing Development Corp.,
Multi-Family Housing, Spring Creek III Project, Ser. A,
Rev., FRDO, 4.10%, 09/06/00 2,900
1,300 New York City, New York, Housing Development Corp.,
Multi-Family Housing, Sullivan Street Project, Ser. A,
Rev., FRDO, 4.10%, 09/06/00 1,300
3,400 New York City, New York, Housing Development Corp.,
Multi-Family Rental Housing, 100 Jane Street
Development, Ser. A, Rev., FRDO, 4.10%, 09/06/00 3,400
8,050 New York City, New York, Housing Development Corp.,
Multi-Family Rental Housing, Monterey, Ser. A, Rev.,
FRDO, 4.15%, 09/06/00 8,050
3,000 New York City, New York, Housing Development Corp.,
Multi-Family Rental Housing, One Columbus Place
Development, Ser. A, Rev., FRDO, 4.10%, 09/06/00 3,000
2,000 New York City, New York, Housing Development Corp.,
Multi-Family Rental Housing, Tribeca Tower, Ser. A,
Rev., FRDO, 4.10%, 09/06/00 2,000
3,000 New York City, New York, IDA, Civic Facility, Calhoun
School Inc. Project, Rev., FRDO, 4.25%, 09/07/00 3,000
3,400 New York City, New York, IDA, IDR, DXB Videotape Inc.
Project, Rev., FRDO, 4.15%, 09/06/00 3,400
500 New York City, New York, IDA, IDR, Rev., FRDO, 4.15%,
09/06/00 500
1,500 New York City, New York, IDA, IDR, Ser. K, Rev., FRDO,
4.15%, 09/06/00 1,500
1,300 New York City, New York, Municipal Securities Trust
Receipts, Ser. SG-109, GO, FRDO, 4.29%, 09/07/00 1,300
3,605 New York City, New York, Municipal Securities Trust
Receipts, Ser. SGA-63, GO, FRDO, 4.35%, 09/01/00 3,605
800 New York City, New York, Municipal Securities Trust
Receipts, Ser. SGB-33, GO, FRDO, 4.30%, 09/07/00 800
12,865 New York City, New York, Municipal Securities Trust
Receipts, Ser. SGB-36, GO, FRDO, 4.20%, 09/07/00 12,865
1,500 New York City, New York, Municipal Water Finance
Authority, Water & Sewer Systems, FLOATS,
Ser. PA-454, Rev., FRDO, 4.24%, 09/07/00 1,500
3,000 New York City, New York, Municipal Water Finance
Authority, Water & Sewer Systems, FLOATS,
Ser. PT-1032, Rev., FRDO, 4.60%, 09/07/00 3,000
</TABLE>
See notes to financial statements.
46
CHASE VISTA NEW YORK TAX FREE MONEY MARKET FUND
Portfolio of Investments
As of August 31, 2000
(Amounts in thousands)
<TABLE>
<CAPTION>
Principal
Amount Issuer Value
-------------------------------------------------------------------------------------
Municipal Securities - Continued
-------------------------------------------------------------------------------------
<S> <C> <C>
New York -- Continued
$ 9,685 New York City, New York, Municipal Water Finance
Authority, Water & Sewer Systems, Municipal
Securities Trust Receipts, Ser. SGA-12, Rev.,
FRDO, 4.20%, 09/06/00 $ 9,685
7,255 New York City, New York, Municipal Water Finance
Authority, Water & Sewer Systems, Municipal
Securities Trust Receipts, Ser. SGA-13, Rev.,
FRDO, 4.20%, 09/06/00 7,255
2,390 New York City, New York, Municipal Water Finance
Authority, Water & Sewer Systems, Municipal
Securities Trust Receipts, Ser. SGB-25, Rev.,
FRDO, 4.30%, 09/07/00 2,390
28,200 New York City, New York, Municipal Water Finance
Authority, Water & Sewer Systems, Municipal
Securities Trust Receipts, Ser. SGB-26, Rev.,
FRDO, 4.33%, 09/07/00 28,200
3,700 New York City, New York, Municipal Water Finance
Authority, Water & Sewer Systems, Municipal
Securities Trust Receipts, Ser. SGB-27, Rev.,
FRDO, 4.30%, 09/07/00 3,700
20,000 New York City, New York, Municipal Water Finance
Authority, Water & Sewer Systems, Rev.,
4.20%, 10/12/00 20,000
20,000 New York City, New York, Municipal Water Finance
Authority, Water & Sewer Systems, Rev.,
4.25%, 09/08/00 20,000
2,270 New York City, New York, Municipal Water Finance
Authority, Water & Sewer Systems, Ser. A, Rev., -,
7.00%, 06/15/01 2,335
10,000 New York City, New York, Municipal Water Finance
Authority, Water & Sewer Systems, Ser. A, Rev.,
FRDO, 4.35%, 09/01/00 10,000
5,000 New York City, New York, Municipal Water Finance
Authority, Water & Sewer Systems, Ser. C, Rev.,
FRDO, 4.15%, 09/01/00 5,000
23,600 New York City, New York, Municipal Water Finance
Authority, Water & Sewer Systems, Ser. C, Rev.,
FRDO, 4.20%, 09/01/00 23,600
18,200 New York City, New York, Municipal Water Finance
Authority, Water & Sewer Systems, Ser. G, Rev.,
FRDO, 4.30%, 09/01/00 18,200
9,200 New York City, New York, Ser. B, GO, FRDO,
4.35%, 09/01/00 9,200
1,100 New York City, New York, Ser. B-1, Sub. Ser. B-8, GO,
FRDO, 4.05%, 09/06/00 1,100
4,800 New York City, New York, Ser. B-2, Sub. Ser. B-3, GO,
FRDO, 4.15%, 09/01/00 4,800
1,600 New York City, New York, Ser. B-2, Sub. Ser. B-5, GO,
FRDO, 4.15%, 09/01/00 1,600
1,000 New York City, New York, Ser. F-3, GO, FRDO,
4.10%, 09/06/00 1,000
10,450 New York City, New York, Ser. F-5, GO, FRDO,
4.05%, 09/06/00 10,450
</TABLE>
47
See notes to financial statements.
CHASE VISTA NEW YORK TAX FREE MONEY MARKET FUND
Portfolio of Investments
As of August 31, 2000
(Amounts in thousands)
<TABLE>
<CAPTION>
Principal
Amount Issuer Value
-------------------------------------------------------------------------------------
Municipal Securities - Continued
-------------------------------------------------------------------------------------
<S> <C> <C>
New York -- Continued
$ 2,700 New York City, New York, Ser. J, Sub. Ser. J-2, GO, FRDO,
4.10%, 09/06/00 $ 2,700
2,300 New York City, New York, Sub. Ser. A-5, GO, FRDO,
4.15%, 09/01/00 2,300
3,000 New York City, New York, Sub. Ser. A-7, GO, FRDO,
4.30%, 09/01/00 3,000
4,100 New York City, New York, Sub. Ser. E-2, GO, FRDO,
4.30%, 09/01/00 4,100
3,000 New York City, New York, Sub. Ser. E-4, GO, FRDO,
4.30%, 09/01/00 3,000
12,350 New York City, New York, Sub. Ser. E-5, GO, FRDO,
4.30%, 09/01/00 12,350
5,000 New York City, New York, Transit Authority,
Metropolitan Transportation Authority, Triborough,
Floating Rate Trust Receipts, Ser. PMD-10, COP, FRDO,
4.19%, 09/07/00 5,000
29,900 New York City, New York, Transitional Finance Authority,
Floating Rate Trust Receipts, Ser. A-16, Regulation D,
Rev., FRDO, 4.45%, 09/01/00 29,900
35,100 New York City, New York, Transitional Finance Authority,
Future Tax Secured, Ser. A-2, Rev., FRDO,
4.05%, 09/06/00 35,100
3,450 New York City, New York, Transitional Finance Authority,
Municipal Securities Trust Receipts, Ser. SGA-74, Rev.,
FRDO, 4.35%, 09/01/00 3,450
4,995 New York City, New York, Transitional Finance Authority,
PUTTERS, Ser. 129, FRDO, 4.23%, 09/07/00 4,995
5,000 New York City, New York, Transitional Finance Authority,
Ser. 3, Rev., BAN, 4.75%, 11/01/00 5,005
3,700 New York City, New York, Trust Cultural Resources,
American Museum of Natural History, Ser. B, Rev.,
FRDO, 4.10%, 09/06/00 3,700
2,672 New York City, New York, Trust Cultural Resources,
Carnegie Hall, Rev., FRDO, 4.00%, 09/06/00 2,672
15,000 New York State, Dorm Authority, Floating Rate Trust
Receipts, Class F, Ser. 2, Rev., FRDO, @, 4.31%, 09/07/00 15,000
9,645 New York State, Dorm Authority, FLOATS, Ser. PA-409,
Rev., FRDO, 4.24%, 09/07/00 9,645
4,870 New York State, Dorm Authority, FLOATS, Ser. PA-419,
Rev., FRDO, 4.24%, 09/07/00 4,870
8,425 New York State, Dorm Authority, FLOATS, Ser. PA-428,
Rev., FRDO, 4.24%, 09/07/00 8,425
3,545 New York State, Dorm Authority, FLOATS, Ser. PA-449,
Rev., FRDO, 4.24%, 09/07/00 3,545
4,670 New York State, Dorm Authority, FLOATS, Ser. PA-541,
Rev., FRDO, 4.24%, 09/07/00 4,670
3,000 New York State, Dorm Authority, FLOATS, Ser. PA-640,
Rev., FRDO, 4.24%, 09/07/00 3,000
990 New York State, Dorm Authority, FLOATS, Ser. PT-130,
Rev., FRDO, 4.24%, 09/07/00 990
2,900 New York State, Dorm Authority, FLOATS, Ser. PT-1067,
Rev., FRDO, 4.24%, 09/07/00 2,900
4,770 New York State, Dorm Authority, New York Public
Library, Ser. A, Rev., FRDO, 4.05%, 09/06/00 4,770
</TABLE>
See notes to financial statements.
48
CHASE VISTA NEW YORK TAX FREE MONEY MARKET FUND
Portfolio of Investments
As of August 31, 2000
(Amounts in thousands)
<TABLE>
<CAPTION>
Principal
Amount Issuer Value
-------------------------------------------------------------------------------------
Municipal Securities - Continued
-------------------------------------------------------------------------------------
<S> <C> <C>
New York -- Continued
$ 2,500 New York State, Dorm Authority, Oxford University
Press Inc., Rev., FRDO, 4.20%, 09/01/00 $ 2,500
6,100 New York State, Energy Research & Development
Authority, Facilities, FLOATS, Ser. PA-411, Rev., FRDO,
4.24%, 09/07/00 6,100
5,000 New York State, Energy Research & Development
Authority, PCR, Annual Tender, New York State
Electric & Gas, Rev., FRDO, 4.20%, 03/15/01 5,000
2,755 New York State, Energy Research & Development
Authority, PCR, New York State Electric & Gas, Ser. C,
Rev., FRDO, 4.20%, 09/01/00 2,755
2,260 New York State, Energy Research & Development
Authority, PCR, Niagara Mohawk Power Corp. Project,
Ser. A, Rev., FRDO, 4.20%, 09/01/00 2,260
2,100 New York State, Energy Research & Development
Authority, PCR, Niagara Mohawk Power Corp. Project,
Ser. A, Rev., FRDO, 4.35%, 09/01/00 2,100
3,700 New York State, Energy Research & Development
Authority, PCR, Niagara Mohawk Power Corp., Ser. B,
Rev., FRDO, 4.15%, 09/01/00 3,700
10,200 New York State, Energy Research & Development
Authority, PCR, Niagara Mohawk Power Corp., Ser. C,
Rev., FRDO, 4.15%, 09/01/00 10,200
3,000 New York State, Energy Research & Development
Authority, PCR, Rochester Gas & Electric Corp., Ser. B,
Rev., FRDO, 4.20%, 09/06/00 3,000
1,200 New York State, Environmental Facilities Corp.,
OFS Equity Huntington Project, Rev., FRDO,
4.25%, 09/01/00 1,200
3,675 New York State, Environmental Facilities Corp.,
PCR, State Water Revolving Fund, Ser. E, Rev.,
6.88%, 06/15/01 3,814
4,300 New York State, Environmental Quality, Ser. G, GO,
FRDO, 3.90%, 09/06/00 4,300
17,850 New York State, Housing Finance Agency, 101 West End
Ave. Housing, Ser. A, Rev., FRDO, 4.30%, 09/06/00 17,850
25,000 New York State, Housing Finance Agency, 150 East 44th
Street Housing, Ser. A, Rev., FRDO, 4.30%, 09/06/00 25,000
5,700 New York State, Housing Finance Agency, 345 East 94th
Street Housing, Ser. A, Rev., FRDO, 4.20%, 09/06/00 5,700
29,500 New York State, Housing Finance Agency, 750 Sixth Ave.
Housing, Ser. A, Rev., FRDO, 4.05%, 09/06/00 29,500
5,400 New York State, Housing Finance Agency, East 39th
Street Housing, Ser. A, Rev., FRDO, 4.05%, 09/06/00 5,400
2,495 New York State, Housing Finance Agency, FLOATS,
Ser. PA-143, Rev., FRDO, 4.31%, 09/07/00 2,495
1,000 New York State, Housing Finance Agency, Liberty View,
Ser. A, Rev., FRDO, 4.15%, 09/06/00 1,000
3,300 New York State, Housing Finance Agency, Multi-Family
Housing, Ser. A, Rev., FRDO, 4.30%, 09/06/00 3,300
5,100 New York State, Housing Finance Agency, Residential,
Ser. A, Rev., FRDO, 4.30%, 09/06/00 5,100
23,000 New York State, Housing Finance Agency, Ser. A, Rev.,
FRDO, 4.10%, 09/06/00 23,000
</TABLE>
See notes to financial statements.
49
CHASE VISTA NEW YORK TAX FREE MONEY MARKET FUND
Portfolio of Investments
As of August 31, 2000
(Amounts in thousands)
<TABLE>
<CAPTION>
Principal
Amount Issuer Value
-------------------------------------------------------------------------------------
Municipal Securities - Continued
-------------------------------------------------------------------------------------
<S> <C> <C>
New York -- Continued
$ 5,300 New York State, Housing Finance Agency, Service
Contract Obligation, Ser. A, Rev., FRDO,
3.95%, 09/06/00 $ 5,300
10,000 New York State, Housing Finance Agency, Theatre Row
Tower, Ser. A, Rev., FRDO, 4.10%, 09/06/00 10,000
20,900 New York State, Housing Finance Agency, Tribeca,
Ser. A, Rev., FRDO, 4.05%, 09/06/00 20,900
21,400 New York State, Housing Finance Agency, Union Square
South Housing, Rev., FRDO, 4.10%, 09/06/00 21,400
6,240 New York State, Job Development Authority, State
Guaranteed, Ser. A-1 through A-21, Rev., FRDO,
4.40%, 09/01/00 6,240
5,295 New York State, Job Development Authority, State
Guaranteed, Ser. A-1 through A-42, Rev., FRDO,
4.40%, 09/01/00 5,295
910 New York State, Job Development Authority, State
Guaranteed, Ser. B-1 through B-9, Rev., FRDO,
4.40%, 09/01/00 910
4,670 New York State, Job Development Authority, State
Guaranteed, Ser. B-1 through B-21, Rev., FRDO,
4.40%, 09/01/00 4,670
3,155 New York State, Job Development Authority, State
Guaranteed, Special Purpose, Ser. A-1 through A-13,
Rev., FRDO, 4.40%, 09/01/00 3,155
2,400 New York State, Job Development Authority, State
Guaranteed, Special Purpose, Ser. A-1 through A-25,
Rev., FRDO, 4.40%, 09/01/00 2,400
495 New York State, Job Development Authority, State
Guaranteed, Special Purpose, Ser. B-1 through B-2,
Rev., FRDO, 4.40%, 09/01/00 495
240 New York State, Job Development Authority, State
Guaranteed, Special Purpose, Ser. B-1 Through B-9,
Rev., FRDO, 4.40%, 09/01/00 240
5,800 New York State, Local Government Assistance Corp.,
Floating Rate Receipts, Ser. SG-99, Rev., FRDO, 4.24%,
09/07/00 5,800
20,000 New York State, Local Government Assistance Corp.,
FLOATS, Ser. PT-1040, Rev., FRDO, 4.60%, 09/07/00 20,000
14,400 New York State, Local Government Assistance Corp.,
Municipal Securities Trust Receipts, Ser. SGA-59, Rev.,
FRDO, 4.35%, 09/01/00 14,400
12,085 New York State, Local Government Assistance Corp.,
Ser. A, Rev., -, 7.25%, 04/01/01 12,529
24,880 New York State, Local Government Assistance Corp.,
Ser. A, Rev., FRDO, 4.00%, 09/06/00 24,880
1,030 New York State, Local Government Assistance Corp.,
Ser. B, Rev., -, 7.13%, 04/01/01 1,067
4,240 New York State, Local Government Assistance Corp.,
Ser. B, Rev., -, 7.25%, 04/01/01 4,396
7,900 New York State, Local Government Assistance Corp.,
Ser. B, Rev., -, 7.50%, 04/01/01 8,201
3,400 New York State, Local Government Assistance Corp.,
Ser. B, Rev., FRDO, 4.05%, 09/06/00 3,400
</TABLE>
See notes to financial statements.
50
CHASE VISTA NEW YORK TAX FREE MONEY MARKET FUND
Portfolio of Investments
As of August 31, 2000
(Amounts in thousands)
<TABLE>
<CAPTION>
Principal
Amount Issuer Value
-------------------------------------------------------------------------------------
Municipal Securities - Continued
-------------------------------------------------------------------------------------
<S> <C> <C>
New York -- Continued
$ 500 New York State, Local Government Assistance Corp.,
Ser. F, Rev., FRDO, 4.05%, 09/06/00 $ 500
1,500 New York State, Local Government Assistance Corp.,
Ser. G, Rev., FRDO, 4.10%, 09/06/00 1,500
8,200 New York State, Medical Care Facilities, Finance Agency,
FLOATS, Ser. PA-113, Rev., FRDO, 4.24%, 09/07/00 8,200
7,845 New York State, Medical Care Facilities, Finance Agency,
FLOATS, Ser. PT-17, Rev., FRDO, 4.24%, 09/07/00 7,845
8,805 New York State, Medical Care Facilities, Finance Agency,
FLOATS, Ser. PT-100, Rev., FRDO, 4.24%, 09/07/00 8,805
5,425 New York State, Medical Care Facilities, Finance Agency,
FLOATS, Ser. PT-109, Rev., FRDO, 4.24%, 09/07/00 5,425
8,355 New York State, Medical Care Facilities, Finance Agency,
FLOATS, Ser. PT-145A, Rev., FRDO, 4.24%, 09/07/00 8,355
3,625 New York State, Medical Care Facilities, Finance Agency,
North Shore University Hospital, Rev., -,
7.20%, 11/01/00 3,716
2,500 New York State, Mortgage Agency, FLOATS, Ser. PA-628,
Rev., FRDO, 4.29%, 09/07/00 2,500
11,415 New York State, Mortgage Agency, FLOATS, Ser. PA-657,
Rev., FRDO, 4.24%, 09/07/00 11,415
4,140 New York State, Mortgage Agency, FLOATS, Ser. PT-217,
Rev., FRDO, 4.29%, 09/07/00 4,140
5,145 New York State, Mortgage Agency, FLOATS, Ser. PT-260,
Rev., FRDO, 4.60%, 09/06/00 5,145
8,190 New York State, Mortgage Agency, FLOATS, Ser. PT-322,
Rev., FRDO, 4.30%, 09/07/00 8,190
6,650 New York State, Mortgage Agency, FLOATS, Ser. PT-1190,
Rev., FRDO, 4.24%, 09/07/00 6,650
200 New York State, Mortgage Agency, Homeowner
Mortgage, Ser. 87, Rev., 3.80%, 10/01/00 200
165 New York State, Mortgage Agency, Homeowner
Mortgage, Ser. 91, Rev., 4.00%, 10/01/00 165
810 New York State, Mortgage Agency, Homeowner
Mortgage, Ser. 91, Rev., 4.15%, 04/01/01 810
200 New York State, Mortgage Agency, Homeowner
Mortgage, Ser. 93, Rev., 4.00%, 10/01/00 200
210 New York State, Mortgage Agency, Homeowner
Mortgage, Ser. 93, Rev., 4.15%, 04/01/01 210
11,000 New York State, Power Authority, Rev., 4.00%, 09/05/00 11,000
11,800 New York State, Power Authority, Rev., 4.20%, 10/02/00 11,800
7,300 New York State, Power Authority, Rev., 4.30%, 10/02/00 7,300
2,900 New York State, Power Authority, Ser. Y, Rev., -,
6.75%, 01/01/01 2,982
17,500 New York State, Ser. A, GO, FRDO, 4.05%, 02/01/01 17,500
34,605 New York State, Thruway Authority, Floating Rate
Receipts, Ser. SG-119, FRDO, 4.40%, 09/01/00 34,605
11,415 New York State, Thruway Authority, FLOATS,
Ser. PA-532, Rev., FRDO, 4.24%, 09/07/00 11,415
10,000 New York State, Thruway Authority, GO, BAN,
4.20%, 10/11/00 10,000
</TABLE>
See notes to financial statements.
51
CHASE VISTA NEW YORK TAX FREE MONEY MARKET FUND
Portfolio of Investments
As of August 31, 2000
(Amounts in thousands)
<TABLE>
<CAPTION>
Principal
Amount Issuer Value
-------------------------------------------------------------------------------------
Municipal Securities - Continued
-------------------------------------------------------------------------------------
<S> <C> <C>
New York -- Continued
$ 1,015 New York State, Thruway Authority, Municipal
Securities Trust Receipts, Ser. SGA-66, Rev., FRDO,
4.20%, 09/06/00 $ 1,015
4,600 New York State, Thruway Authority, Service Contract,
Local Highway & Bridge, Rev., -, 6.00%, 01/01/01 4,627
14,265 New York State, Thruway Authority, Service Contract,
Local Highway & Bridge, Rev., -, 7.25%, 01/01/01 14,683
3,000 New York State, Urban Development Corp., Correctional
Capital Facilities, Ser. 2, Rev., -, 7.50%, 01/01/01 3,090
3,900 New York State, Urban Development Corp., FLOATS,
Ser. PA-429, Rev., FRDO, 4.24%, 09/07/00 3,900
1,000 Niagara County, New York, IDA, Solid Waste Disposal,
American Refunding, Fuel Co., Ser. A, Rev., FRDO,
4.30%, 09/06/00 1,000
1,000 Niagara County, New York, IDA, Solid Waste Disposal,
American Refunding, Fuel Co., Ser. B, Rev., FRDO,
4.40%, 09/06/00 1,000
4,995 Niagara Falls, New York, Bridge Commission, FLOATS,
Ser. PA-530, Rev., FRDO, 4.24%, 09/07/00 4,995
9,500 Niagara Falls, New York, Bridge Commission, Ser. A,
Rev., FRDO, 4.10%, 09/06/00 9,500
7,000 North Babylon, New York, Union Free School District,
GO, TAN, 5.00%, 06/28/01 7,016
7,017 North Hempstead, New York, GO, BAN, 5.00%, 07/26/01 7,049
1,500 North Salem, New York, Central School District, GO,
TAN, 4.75%, 02/28/01 1,503
4,000 Northern Adironadack Central School District, Ellenburg,
New York, GO, BAN, 5.00%, 07/06/01 4,011
5,000 Ogdensburg, New York, Enlarged City School District,
GO, RAN, 5.00%, 06/29/01 5,012
4,500 Oneonta, New York, City School District, GO, RAN,
5.00%, 06/15/01 4,508
1,780 Panama, New York, Central School District, GO, BAN,
5.00%, 08/15/01 1,786
7,800 Pawling, New York, Central School District, GO, BAN,
4.50%, 11/10/00 7,804
3,180 Port Authority of New York & New Jersey, Consolidated
Bonds 117th Series, 1st Installment, Rev.,
4.00%, 11/15/00 3,180
2,950 Port Authority of New York & New Jersey, Equipment
Notes, Ser. 3, Rev., FRDO, 4.45%, 09/06/00 2,950
3,405 Port Authority of New York & New Jersey, FLOATS,
Ser. PA-518, Rev., FRDO, 4.08%, 09/07/00 3,405
1,305 Port Jervis, New York, IDA, The Future Home Tech Inc.,
Rev., FRDO, 4.40%, 09/06/00 1,305
2,455 Pulaski, New York, Central School District, GO, RAN,
5.00%, 06/29/01 2,464
5,025 Riverhead, New York, Central School District, GO, TAN,
5.00%, 06/22/01 5,035
5,000 Rochester, New York, GO, BAN, 4.75%, 03/07/01 5,014
800 Rockland County, New York, IDA, IDR, X Products Corp.
Project, Rev., FRDO, 4.20%, 09/07/00 800
2,290 Rockland County, New York, IDA, Shock Technical Inc.
Project, Rev., FRDO, 4.30%, 09/06/00 2,290
</TABLE>
See notes to financial statements.
52
CHASE VISTA NEW YORK TAX FREE MONEY MARKET FUND
Portfolio of Investments
As of August 31, 2000
(Amounts in thousands)
<TABLE>
<CAPTION>
Principal
Amount Issuer Value
-------------------------------------------------------------------------------------
Municipal Securities - Continued
-------------------------------------------------------------------------------------
<S> <C> <C>
New York -- Continued
$ 10,000 Rome, New York, City School District, GO, RAN,
5.00%, 06/29/01 $10,018
8,158 Rondout Valley Central School District, Accord, New
York, GO, BAN, +, 4.75%, 03/15/01 8,171
4,635 Roosevelt, New York, Union Free School District, GO,
TAN, 5.25%, 06/28/01 4,640
12,215 Schenectady, New York, City School District, GO, RAN,
5.50%, 06/29/01 12,239
4,500 South Colonie, New York, Central School District, GO,
RAN, 5.00%, 06/29/01 4,516
2,500 South Country Central School District, Brookhaven,
New York, GO, TAN, 5.00%, 06/26/01 2,508
3,954 South Jefferson, New York, Central School District, GO,
RAN, 5.00%, 06/20/01 3,963
1,000 St. Lawrence County, New York, IDA, PCR, Reynolds
Metals, Rev., FRDO, 4.15%, 09/01/00 1,000
8,900 Suffolk County, New York, Floating Rate Trust Receipts,
Ser. A-38, Regulation D, GO, FRDO, 4.50%, 09/06/00 8,900
2,400 Suffolk County, New York, Water Authority, BAN, FRDO,
4.20%, 09/06/00 2,400
6,400 Tompkins-Seneca-Tioga, New York, Board of
Cooperative Educational Services, Sole Supervisory
District, GO, RAN, 5.00%, 06/29/01 6,415
14,600 Triborough Bridge & Tunnel Authority, New York,
Floating Rate Trust Receipts, Ser. N-15, Regulation D,
Rev., FRDO, 4.40%, 09/06/00 14,600
1,475 Triborough Bridge & Tunnel Authority, New York,
FLOATS, Ser. PA-200, Rev., FRDO, 4.24%, 09/07/00 1,475
4,995 Triborough Bridge & Tunnel Authority, New York,
FLOATS, Ser. PA-665, Rev., FRDO, 4.29%, 09/07/00 4,995
2,000 Triborough Bridge & Tunnel Authority, New York,
General Purpose, Ser. B, Rev., 4.75%, 01/01/01 2,003
4,050 Tully, New York, Central School District, GO, RAN,
5.00%, 06/29/01 4,064
3,300 Tupper Lake, New York, Central School District, GO,
BAN, 5.00%, 02/23/01 3,309
11,019 Ulster County, New York, GO, BAN, 4.50%, 11/21/00 11,026
5,790 Union Endicott, New York, Central School District, GO,
BAN, 4.50%, 01/18/01 5,797
5,000 Utica, New York, City School District, GO, RAN, 5.00%,
06/26/01 5,012
6,000 VRDC/IVRC Trust, Tax Exempt, Ser. 93-C, Rev., FRDO, #,
4.20%, 09/06/00 6,000
4,150 Westchester County, New York, IDA, Civic Facility,
Northern Westchester Hospital, Rev., FRDO,
4.10%, 09/06/00 4,150
5,000 William Floyd, Union Free School District, Mastics-
Moriches-Shirley, GO, BAN, 5.00%, 02/22/01 5,009
1,900 Yonkers, New York, IDA, Civic Facility, Consumers Union
Facility, Rev., FRDO, 4.00%, 09/06/00 1,900
</TABLE>
See notes to financial statements.
53
CHASE VISTA NEW YORK TAX FREE MONEY MARKET FUND
Portfolio of Investments (Continued)
As of August 31, 2000
(Amounts in thousands)
<TABLE>
<CAPTION>
Principal
Amount Issuer Value
----------------------------------------------------------------------------------------
Municipal Securities - Continued
----------------------------------------------------------------------------------------
<S> <C> <C>
New York -- Continued
$ 8,000 Yonkers, New York, IDA, Civic Facility, Sarah Lawrence
College Project, Rev., FRDO, 4.25%, 09/06/00 $ 8,000
----------------------------------------------------------------------------------------
Total Investments -- 100.4% $1,837,991
(Cost $1,837,991)*
----------------------------------------------------------------------------------------
</TABLE>
See notes to financial statements.
54
--------------------------------------------------------------------------------
CHASE VISTA CALIFORNIA TAX FREE MONEY MARKET FUND
Portfolio of Investments
--------------------------------------------------------------------------------
As of August 31, 2000
(Amounts in thousands)
<TABLE>
<CAPTION>
Principal
Amount Issuer Value
-------------------------------------------------------------------------------------
Municipal Securities - 99.4%
-------------------------------------------------------------------------------------
<S> <C> <C>
California -- 90.3%
$ 1,000 ABAG Finance Authority for Nonprofit Corporations,
California, Multi-Family Housing, Miramar
Apartments, Ser. A, Rev., FRDO, 3.60%, 09/07/00 $1,000
1,000 California Community College Financing Authority,
Ser. B, Rev., TRAN, 5.00%, 08/03/01 1,007
200 California Educational Facilities Authority, Stanford
University, Ser. M, Rev., 5.25%, 12/01/00 201
500 California Educational Facilities Authority, University of
San Francisco, Rev., FRDO, 3.40%, 09/06/00 500
835 California Educational Facilities Authority, University of
Southern California, Ser. A, Rev., 5.60%, 10/01/00 836
1,700 California Housing Finance Agency, FLOATS,
Ser. PA-539R, Rev., FRDO, 3.88%, 09/07/00 1,700
900 California Housing Finance Agency, Multi-Family
Housing, Ser. B, Rev., FRDO, 3.35%, 09/01/00 900
1,610 California Infrastructure & Economic Development, IDR,
Pleasant Mattress Inc. Project, Ser. A, Rev., FRDO,
3.85%, 09/06/00 1,610
400 California PCFA, PCR, Shell Oil Co. Project, Ser. A, Rev.,
FRDO, 3.55%, 09/01/00 400
300 California PCFA, Solid Waste Disposal, Shell Oil Co.
Martinez Project, Ser. A, Rev., FRDO, 3.45%, 09/01/00 300
2,000 California State, Economic Development Financing
Authority, IDR, Provena Foods Inc. Project, Rev., FRDO,
3.90%, 09/06/00 2,000
1,700 California State, Economic Development Financing
Authority, IDR, Standard Abrasives Manufacturing
Project, Rev., FRDO, 3.85%, 09/06/00 1,700
400 California State, Economic Development Financing
Authority, IDR, Volk Enterprises Inc. Project, Rev.,
FRDO, 3.55%, 09/07/00 400
495 California State, FLOATS, Ser. PA-464, GO, FRDO,
3.88%, 09/07/00 495
800 California State, FLOATS, Ser. PT-1070, GO, FRDO,
3.88%, 09/07/00 800
900 California State, FLOATS, Ser. PT-1072, GO, FRDO,
3.88%, 09/07/00 900
100 California State, GO, 6.60%, 10/01/00 100
2,000 California State, Municipal Securities Trust Receipts,
Ser. SGA-40, GO, FRDO, 3.72%, 09/06/00 2,000
2,800 California State, Municipal Securities Trust Receipts,
Ser. SGA-55, GO, FRDO, #, 3.72%, 09/06/00 2,800
1,000 California Statewide Communities Development
Authority, Ser. A, Rev., TRAN, 5.25%, 06/29/01 1,008
4,000 Central Valley Schools Financing Authority, California,
Ser. A-45, FRDO, 4.00%, 09/06/00 4,001
1,325 County of Riverside, Teete, California, Rev.,
3.90%, 09/13/00 1,325
750 East Bay, California, Regional Park District, Ser. B, GO, -,
6.30%, 09/01/00 765
250 Eastern Municipal Water District, California, COP, -,
7.00%, 11/01/00 251
</TABLE>
See notes to financial statements.
55
CHASE VISTA CALIFORNIA TAX FREE MONEY MARKET FUND
Portfolio of Investments (Continued)
As of August 31, 2000
(Amounts in thousands)
<TABLE>
<CAPTION>
Principal
Amount Issuer Value
-------------------------------------------------------------------------------------
Municipal Securities - Continued
-------------------------------------------------------------------------------------
<S> <C> <C>
California -- Continued
$ 1,400 Irvine Ranch, California, Water District, Consolidated
Bonds, Rev., FRDO, 3.60%, 09/01/00 $1,400
700 Irvine Ranch, California, Water District, Consolidated
Bonds, Rev., FRDO, 3.60%, 09/01/00 700
400 Irvine, California, Improvement Bond Act of 1915,
Assessment District No. 94-15, Special Assessment,
Rev., FRDO, 3.60%, 09/01/00 400
100 Los Angeles County, California, Metropolitan
Transportation Authority, Proposition C, Second
Ser., Ser. A, Rev., FRDO, 3.50%, 09/07/00 100
1,000 Los Angeles County, California, Schools Pooled
Financing Program, Pooled Transportation, Ser. A,
COP, GO, 5.00%, 07/02/01 1,006
1,000 Los Angeles, California, Harbor Department, Floating
Rate Trust Receipts, Ser. 7, Class F, Rev., FRDO,
3.88%, 09/07/00 1,000
700 M-S-R Public Power Agency, California, San Juan Project,
Sub-Lien, Ser. E, Rev., FRDO, 3.50%, 09/07/00 700
2,000 Metropolitan Water District, Southern California, Rev.,
4.05%, 12/14/00 2,000
500 Metropolitan Water District, Southern California,
Waterworks, Rev., 5.10%, 07/01/01 503
500 Metropolitan Water District, Southern California,
Waterworks, Ser. B, Rev., FRDO, 3.60%, 09/07/00 500
250 Milpitas, California, Unified School District, GO,
7.50%, 09/01/00 250
200 Modesto, California, Irrigation District Financing
Authority, Ser. A, Rev., 4.70%, 10/01/00 200
1,000 Monrovia, California, Unified School District, Municipal
Securities Trust Receipts, Ser. SGA-70, Rev., FRDO,
3.70%, 09/06/00 1,000
1,000 Moreno Valley, California, Unified School District, TRAN,
4.75%, 08/15/01 1,007
105 Mount Diablo, California, Hospital District, Ser. A, Rev.,
-, 6.13%, 12/01/00 108
650 Mount Diablo, California, Unified School District, GO,
TRAN,, 4.50%, 01/19/01 652
3,000 Municipal Securities Trust Certificates, Ser. 1998-47,
Class A, Rev., FRDO, #, 3.80%, 09/06/00 3,000
3,290 Municipal Securities Trust Certificates, Ser. 2000-95,
Class A, Rev., FRDO, #, 3.90%, 09/01/00 3,290
600 Oakland, California, GO, TRAN, 4.25%, 09/29/00 600
1,000 Oakland-Alameda County, California, Coliseum
Authority, Coliseum Project, Ser. C-1, Rev., FRDO,
3.65%, 09/06/00 1,000
100 Ontario, California, Redevelopment Agency, IDR,
Safariland Project, Rev., FRDO, 4.10%, 09/06/00 100
250 Orange County, California, Local Transportation
Authority, Sales Tax, First Ser., Measure M, Rev.,
5.50%, 02/15/01 251
2,275 Orange County, California, Sanitation Districts No. 1-3,
5-7, 11, 13 & 14, COP, FRDO, 3.60%, 09/01/00 2,275
</TABLE>
See notes to financial statements.
56
CHASE VISTA CALIFORNIA TAX FREE MONEY MARKET FUND
Portfolio of Investments (Continued)
As of August 31, 2000
(Amounts in thousands)
<TABLE>
<CAPTION>
Principal
Amount Issuer Value
-------------------------------------------------------------------------------------
Municipal Securities - Continued
-------------------------------------------------------------------------------------
<S> <C> <C>
California -- Continued
$ 2,440 Oxnard, California, Industrial Development Financing
Authority, IDR, Accurate Engineering Project, Rev.,
FRDO, 3.85%, 09/06/00 $2,440
1,500 Pasadena, California, Rose Bowl Improvements Project,
COP, FRDO, 3.65%, 09/06/00 1,500
450 Petaluma, California, City School District, GO, TRAN,
5.00%, 07/05/01 453
400 Pleasanton, California, Multi-Family Mortgage, Valley
Plaza, Ser. A, Rev., FRDO, 3.50%, 09/06/00 400
700 Riverside County, California, IDA, Design Time Inc.
Project, Ser. A-I, Rev., FRDO, 3.85%, 09/06/00 700
200 Riverside County, California, Public Financing Authority,
Special Tax, Menifee Village Project, Senior Lien,
Ser. A, Rev., 4.00%, 09/01/00 200
800 Sacramento County, California, Multi-Family Housing,
Ser. C, Rev., FRDO, 3.45%, 09/07/00 800
550 San Bernardino County, California, Housing Authority,
Multi-Family Housing, Victoria Terrace Project, Ser. A,
Rev., FRDO, 3.60%, 09/07/00 550
90 San Bernardino County, California, IDA, Aqua-Service,
Rev., FRDO, 4.35%, 09/06/00 90
90 San Bernardino County, California, IDA, Master Halco
Inc., Ser. II, Rev., FRDO, 4.10%, 09/05/00 90
2,000 San Diego County, California, GO, 3.95%, 10/05/00 2,000
700 San Diego County, California, Multi-Family Housing,
Country Hills, Ser. A, Rev., FRDO, 3.50%, 09/06/00 700
1,340 San Diego, California, Area Local Government, Ser. C,
COP, TRAN, 4.50%, 09/29/00 1,341
300 San Diego, California, IDR, Kaiser Aerospace & Electric,
Ser. A, Rev., FRDO, 3.85%, 09/07/00 300
250 San Diego, California, Unified School District, Ser. A, GO,
TRAN, 4.25%, 09/29/00 250
300 San Francisco, California, City & County, Affordable
Housing, Ser. D, GO, 7.38%, 06/15/01 307
300 San Francisco, California, City & County, Redevelopment
Agency, Multi-Family Housing, 3rd & Mission, Ser. C,
Rev., FRDO, 3.55%, 09/06/00 300
1,000 San Juan, California, Unified School District, Ser. A-41,
Rev., FRDO, 4.00%, 09/06/00 1,000
500 Santa Ana, California, Unified School District, COP,
FRDO, 3.50%, 09/06/00 500
250 Santa Barbara County, California, Ser. A, GO, TRAN,
4.25%, 09/29/00 250
625 Santa Clara County-El Camino, California, Hospital
District, Hospital Facilities Authority, ACES, Lease,
Valley Medical Center Project, Ser. B, Rev., FRDO,
3.35%, 09/05/00 625
490 Santa Cruz County, California, Redevelopment
Agency, Live Oak/Soquel Project, Tax Allocation,
4.25%, 09/01/01 491
260 Simi Valley, California, Public Financing Authority, Rev.,
4.00%, 09/01/00 260
500 Solano County, California, Ser. B, GO, TRAN, 4.50%,
12/15/00 501
</TABLE>
See notes to financial statements.
57
CHASE VISTA CALIFORNIA TAX FREE MONEY MARKET FUND
Portfolio of Investments (Continued)
As of August 31, 2000
(Amounts in thousands)
<TABLE>
<CAPTION>
Principal
Amount Issuer Value
-------------------------------------------------------------------------------------
Municipal Securities - Continued
-------------------------------------------------------------------------------------
<S> <C> <C>
California -- Continued
$ 460 Sonoma Valley, California, Unified School District, GO,
10.00%, 08/01/01 $ 484
600 Three Valleys Municipal Water District, California,
Miramar Water Treatment, COP, FRDO,
3.70%, 09/06/00 600
122 Tustin, California, Improvement Bond Act of 1915,
Reassessment District No. 95-2-A, Special Assessment,
FRDO, 3.60%, 09/01/00 122
300 Union Sanitation District, California, Financing
Authority, Sewer, Rev., 5.10%, 10/01/00 300
425 Upland, California, Community Redevelopment Agency,
Multi-Family Housing, Northwoods Project, Ser. 168-A,
Rev., FRDO, 3.75%, 09/07/00 425
1,500 Vacaville, California, Multi-Family Mortgage, Quail Run,
Ser. A, Rev., 3.50%, 09/06/00 1,500
850 West Contra Costa, California, Unified School District,
Rev., TRAN, 4.50%, 12/06/00 851
600 Western Riverside County, California, Regional
Wastewater Authority, Regional Wastewater
Treatment, Rev., FRDO, 3.60%, 09/01/00 600
-------
69,971
Puerto Rico -- 9.0%
1,000 Municipal Securities Trust Certificates, Ser. 2000-91,
Class A, Rev., FRDO, #, 3.90%, 09/01/00 1,000
600 Puerto Rico Commonwealth, FLOATS, Ser. PA-472, GO,
FRDO, 3.88%, 09/07/00 600
1,000 Puerto Rico Commonwealth, FLOATS, Ser. PA-625, GO,
FRDO, 3.88%, 09/07/00 1,000
1,000 Puerto Rico Commonwealth, FLOATS, Ser. PT-1025, GO,
FRDO, 4.05%, 09/07/00 1,000
1,344 Puerto Rico Government Development Bank,
4.00%, 01/09/01 1,344
2,000 Puerto Rico Government Development Bank,
4.00%, 01/31/01 2,000
-------
6,944
Virgin Islands -- 0.1%
100 Virgin Islands Public Finance Authority, Ser. A, Rev., -,
7.30%, 10/01/00 101
---------------------------------------------------------- -------
Total Investments -- 99.4% $77,016
(Cost $77,016)*
----------------------------------------------------------
</TABLE>
See notes to financial statements.
58
CHASE VISTA FUNDS
Portfolio of Investments (Continued)
As of August 31, 2000
INDEX:
* -- The cost of securities is substantially the same for federal income
tax purposes.
# -- Security may only be sold to qualified institutional buyers.
- - -- Security is prerefunded or escrowed to maturity. The maturity date
shown is the date of the prerefunded call.
+ -- When issued or delayed delivery security.
@ -- All or portion of this security is segregated for when issued or
delayed delivery securities.
ACES -- Auction Rate Securities.
BAN -- Bond Anticipation Notes.
COP -- Certificates of Participation.
DN -- Discount Note. The rate shown is the effective yield at the date of
purchase.
Eagles -- Earnings of accrual generated on local exempt securities.
ECN -- Extendible Commercial Note. The maturity date shown is the call date.
The interest rate shown is the effective yield at the date of
purchase.
FHLMC -- Federal Home Loan Mortgage Corporation.
FLOATS -- Floating Auction Tax Exempts.
FRDO -- Floating Rate Demand Obligation. The maturity date shown is the next
interest reset date. The interest rate shown is the rate in effect at
August 31, 2000.
FRN -- Floating Rate Note. The maturity date shown is the actual maturity
date. The rate shown is the rate in effect at August 31, 2000.
GIC -- Guaranteed Insurance Contract.
GO -- General Obligation.
IDA -- Industrial Development Authority.
IDR -- Industrial Development Revenue.
MTN -- Medium Term Note.
PCFA -- Pollution Control Financing Authority.
PCR -- Pollution Control Revenue.
PUTTERS -- Putable Tax Exempt Receipts.
RAN -- Revenue Anticipation Notes.
Rev. -- Revenue Bond.
Ser. -- Series.
SUB -- Step-Up Bond. The maturity date shown is the call date. The interest
rate shown is the rate in effect at August 31, 2000.
TAN -- Tax Anticipation Notes.
TRAN -- Tax & Revenue Anticipation Notes.
USTR -- United States Treasury Notes, Bonds and Bills.
See notes to financial statements.
59
--------------------------------------------------------------------------------
STATEMENT OF ASSETS AND LIABILITIES August 31, 2000
--------------------------------------------------------------------------------
(Amounts in Thousands, Except Per Share Amounts)
<TABLE>
<CAPTION>
100% U.S.
Treasury U.S.
Securities Government Treasury Plus
Money Market Money Market Money Market
Fund Fund Fund
-------------------------------------------------------------------------------------------
<S> <C> <C> <C>
ASSETS:
Investment securities, at value
(Note 1) .............................. $4,500,876 $7,235,019 $2,505,035
Cash .................................. -- 33 1
Other assets .......................... 31 48 17
Receivables:
Investment securities sold ........... 1,492,428 -- 497,101
Interest ............................. 33,490 63,860 354
Fund shares sold ..................... -- 113 --
-------------------------------------------------------------------------------------------
Total Assets ....................... 6,026,825 7,299,073 3,002,508
-------------------------------------------------------------------------------------------
LIABILITIES:
Payables:
Investment securities purchased 1,496,252 100,000 498,751
Fund shares redeemed ................. 615 5,945 76
Dividends ............................ 4,481 18,117 3,357
Accrued liabilities: (Note 2)
Investment advisory fees ............. 392 620 215
Administration fees .................. 235 434 129
Shareholder servicing fees ........... 1,112 1,225 373
Distribution fees .................... 69 367 111
Custody fees ......................... 63 99 36
Other ................................ 995 1,692 535
-------------------------------------------------------------------------------------------
Total Liabilities .................. 1,504,214 128,499 503,583
-------------------------------------------------------------------------------------------
NET ASSETS:
Paid in capital ....................... 4,522,720 7,170,601 2,498,979
Accumulated undistributed
(distributions in excess of) net
investment income ..................... (119) (7) (60)
Accumulated net realized gain
(loss) on investment transactions ..... 10 (20) 6
-------------------------------------------------------------------------------------------
Net Assets ......................... $4,522,611 $7,170,574 $2,498,925
-------------------------------------------------------------------------------------------
Shares of beneficial interest
outstanding ($.001 par value;
unlimited number of shares
authorized)
Vista Shares .......................... 3,535,228 3,398,198 1,367,009
Premier Shares ........................ 115,844 1,134,019 228,106
Institutional Shares .................. 871,705 2,638,437 903,945
Net asset value, offering and
redemption price per share
(all classes) .......................... $ 1.00 $ 1.00 $ 1.00
-------------------------------------------------------------------------------------------
Cost of investments .................... $4,500,876 $7,235,019 $2,505,035
-------------------------------------------------------------------------------------------
</TABLE>
See notes to financial statements.
60
STATEMENT OF ASSETS AND LIABILITIES August 31, 2000
(Amounts in Thousands, Except Per Share Amounts)
<TABLE>
<CAPTION>
Federal Cash Prime
Money Market Management Money Market
Fund Fund Fund
-------------------------------------------------------------------------------------------
<S> <C> <C> <C>
ASSETS:
Investment securities, at value
(Note 1) ............................ $1,138,779 $11,023,038 $13,044,137
Cash ................................ -- 1,310 285
Other assets ........................ 7 71 71
Receivables:
Interest ........................... 6,078 65,028 59,962
Fund shares sold ................... 67 2,480 --
-------------------------------------------------------------------------------------------
Total Assets ..................... 1,144,931 11,091,927 13,104,455
-------------------------------------------------------------------------------------------
LIABILITIES:
Payables:
Investment securities purchased -- -- 325,236
Fund shares redeemed ............... 9 4,191 160
Dividends .......................... 1,738 6,948 16,573
Accrued liabilities: (Note 2)
Investment advisory fees ........... 96 926 1,032
Administration fees ................ 96 834 929
Shareholder servicing fees ......... 225 2,260 1,020
Distribution fees .................. 48 -- 7
Custody fees ....................... 24 34 98
Other .............................. 541 2,157 2,098
-------------------------------------------------------------------------------------------
Total Liabilities ................ 2,777 17,350 347,153
-------------------------------------------------------------------------------------------
NET ASSETS:
Paid in capital ..................... 1,142,234 11,075,522 12,757,495
Accumulated undistributed
(distributions in excess of) net
investment income ................... (48) (85) (131)
Accumulated net realized loss
on investment transactions .......... (32) (860) (62)
-------------------------------------------------------------------------------------------
Net Assets ....................... $1,142,154 $11,074,577 $12,757,302
-------------------------------------------------------------------------------------------
Shares of beneficial interest
outstanding ($.001 par value;
unlimited number of shares
authorized)
Vista Shares ........................ 576,606 7,345,958 1,478,706
Premier Shares ...................... 278,840 425,636 1,841,212
Institutional Shares ................ 286,779 3,303,869 9,426,519
Reserve Shares ...................... 1 -- 1
B Shares* ........................... -- -- 10,941
C Shares* ........................... -- -- 44
Net asset value, offering and
redemption price per share
(all classes) ........................ $ 1.00 $ 1.00 $ 1.00
-------------------------------------------------------------------------------------------
Cost of investments .................. $1,138,779 $11,023,038 $13,044,137
-------------------------------------------------------------------------------------------
</TABLE>
*Redemption price may be reduced by contingent deferred sales charge.
See notes to financial statements.
61
STATEMENT OF ASSETS AND LIABILITIES August 31, 2000
(Amounts in Thousands, Except Per Share Amounts)
<TABLE>
<CAPTION>
New York California
Tax Free Tax Free Tax Free
Money Market Money Market Money Market
Fund Fund Fund
-------------------------------------------------------------------------------------------
<S> <C> <C> <C>
ASSETS:
Investment securities, at value
(Note 1) ............................ $1,658,436 $1,837,991 $77,016
Cash ................................ 2,417 7 16
Other assets ........................ 12 12 1
Receivables:
Interest ........................... 11,886 14,074 711
Fund shares sold ................... 8 287 1
-------------------------------------------------------------------------------------------
Total Assets ..................... 1,672,759 1,852,371 77,745
-------------------------------------------------------------------------------------------
LIABILITIES:
Payables:
Investment securities purchased 14,020 18,230 --
Fund shares redeemed ............... -- 60 --
Dividends .......................... 2,656 1,584 137
Accrued liabilities: (Note 2)
Investment advisory fees ........... 143 155 6
Administration fees ................ 143 78 6
Shareholder servicing fees ......... 204 544 10
Distribution fees .................. 75 62 3
Custody fees ....................... 38 23 17
Other .............................. 816 423 47
-------------------------------------------------------------------------------------------
Total Liabilities ................ 18,095 21,159 226
-------------------------------------------------------------------------------------------
NET ASSETS:
Paid in capital ..................... 1,655,095 1,831,154 77,536
Accumulated undistributed
(distributions in excess of)
net investment income ............... 23 60 (3)
Accumulated net realized loss
on investment transactions .......... (454) (2) (14)
-------------------------------------------------------------------------------------------
Net Assets ....................... $1,654,664 $1,831,212 $77,519
-------------------------------------------------------------------------------------------
Shares of beneficial interest
outstanding ($.001 par value;
unlimited number of shares
authorized) ..........................
Vista Shares ........................ 894,544 1,831,255 77,535
Premier Shares ...................... 119,999 -- --
Institutional Shares ................ 640,573 -- --
Reserve Shares ...................... 1 1 --
Net asset value, offering and
redemption price per share
(all classes) ........................ $ 1.00 $ 1.00 $ 1.00
-------------------------------------------------------------------------------------------
Cost of investments .................. $1,658,436 $1,837,991 $77,016
-------------------------------------------------------------------------------------------
</TABLE>
See notes to financial statements.
62
--------------------------------------------------------------------------------
STATEMENT OF OPERATIONS For the year ended August 31, 2000
--------------------------------------------------------------------------------
(Amounts in Thousands)
<TABLE>
<CAPTION>
100% U.S.
Treasury U.S.
Securities Government Treasury Plus
Money Market Money Market Money Market
Fund Fund Fund
<S> <C> <C> <C>
-------------------------------------------------------------------------------------------
INTEREST INCOME: (Note 1C) ............... $237,313 $433,744 $155,272
-------------------------------------------------------------------------------------------
EXPENSES: (Note 2)
Investment advisory fees ................ 4,308 7,316 2,714
Administration fees ..................... 4,308 7,316 2,714
Shareholder servicing fees .............. 12,816 17,899 6,982
Distribution fees ....................... 3,359 4,681 1,505
Custodian fees .......................... 317 501 237
Printing and postage .................... 44 44 28
Professional fees ....................... 138 204 98
Registration expenses ................... 947 530 813
Transfer agent fees ..................... 677 736 222
Trustees' fees .......................... 215 366 136
Other ................................... 54 84 84
-------------------------------------------------------------------------------------------
Total expenses ........................ 27,183 39,677 15,533
-------------------------------------------------------------------------------------------
Less amounts waived (Note 2E) ........... 4,777 6,694 2,854
Less earnings credits (Note 2F) ......... 35 81 122
-------------------------------------------------------------------------------------------
Net expenses .......................... 22,371 32,902 12,557
-------------------------------------------------------------------------------------------
Net investment income ................. 214,942 400,842 142,715
-------------------------------------------------------------------------------------------
REALIZED GAIN (LOSS)
ON INVESTMENTS:
Net realized gain on
investment transactions ................. 183 25 7
-------------------------------------------------------------------------------------------
Net increase in net assets from
operations .............................. $215,125 $400,867 $142,722
-------------------------------------------------------------------------------------------
</TABLE>
See notes to financial statements.
63
--------------------------------------------------------------------------------
STATEMENT OF OPERATIONS For the year ended August 31, 2000
--------------------------------------------------------------------------------
(Amounts in Thousands)
<TABLE>
<CAPTION>
Federal Cash Prime
Money Market Management Money Market
Fund Fund Fund
-------------------------------------------------------------------------------------------
<S> <C> <C> <C>
INTEREST INCOME: (Note 1C) ............... $66,574 $578,841 $649,782
-------------------------------------------------------------------------------------------
EXPENSES: (Note 2)
Investment advisory fees ................ 1,136 9,412 10,633
Administration fees ..................... 1,136 9,412 10,633
Shareholder servicing fees .............. 2,980 26,121 15,284
Distribution fees ....................... 570 -- 166
Custodian fees .......................... 123 424 618
Printing and postage .................... 12 84 134
Professional fees ....................... 64 288 304
Registration expenses ................... 90 1,492 1,507
Transfer agent fees ..................... 481 1,937 481
Trustees' fees .......................... 57 471 534
Other ................................... 7 265 262
-------------------------------------------------------------------------------------------
Total expenses ........................ 6,656 49,906 40,556
-------------------------------------------------------------------------------------------
Less amounts waived (Note 2E) ........... 486 3,201 6,582
Less earnings credits (Note 2F) ......... 46 155 129
-------------------------------------------------------------------------------------------
Net expenses .......................... 6,124 46,550 33,845
-------------------------------------------------------------------------------------------
Net investment income ................. 60,450 532,291 615,937
-------------------------------------------------------------------------------------------
REALIZED AND UNREALIZED
GAIN (LOSS) ON INVESTMENTS:
Net realized loss on
investment transactions ................. (24) (247) (60)
Change in net unrealized
appreciation/depreciation
of investments .......................... -- 1,650 3,884
-------------------------------------------------------------------------------------------
Net realized and unrealized gain
(loss) on investments ................... (24) 1,403 3,824
-------------------------------------------------------------------------------------------
Net increase in net assets from
operations .............................. $60,426 $533,694 $619,761
-------------------------------------------------------------------------------------------
</TABLE>
See notes to financial statements.
64
STATEMENT OF OPERATIONS For the year ended August 31, 2000
(Amounts in Thousands)
<TABLE>
<CAPTION>
New York California
Tax Free Tax Free Tax Free
Money Market Money Market Money Market
Fund Fund Fund
<S> <C> <C> <C>
-------------------------------------------------------------------------------------------
INTEREST INCOME: (Note 1C) ............... $61,421 $63,637 $2,260
-------------------------------------------------------------------------------------------
EXPENSES: (Note 2)
Investment advisory fees ................ 1,565 1,664 63
Administration fees ..................... 1,565 1,664 63
Shareholder servicing fees .............. 3,876 5,824 221
Distribution fees ....................... 843 1,664 63
Custodian fees .......................... 215 202 82
Printing and postage .................... 65 38 1
Professional fees ....................... 77 71 29
Registration expenses ................... 852 20 2
Transfer agent fees ..................... 213 378 34
Trustees' fees .......................... 78 83 3
Other ................................... 106 66 7
-------------------------------------------------------------------------------------------
Total expenses ........................ 9,455 11,674 568
-------------------------------------------------------------------------------------------
Less amounts waived (Note 2E) ........... 2,046 1,782 212
Less earnings credits (Note 2F) ......... 171 74 8
-------------------------------------------------------------------------------------------
Net expenses .......................... 7,238 9,818 348
-------------------------------------------------------------------------------------------
Net investment income ................. 54,183 53,819 1,912
-------------------------------------------------------------------------------------------
REALIZED GAIN (LOSS)
ON INVESTMENTS:
Net realized gain (loss)
on investment transactions .............. (60) 60 --
-------------------------------------------------------------------------------------------
Net increase in net assets from
operations .............................. $54,123 $53,879 $1,912
-------------------------------------------------------------------------------------------
</TABLE>
See notes to financial statements.
65
--------------------------------------------------------------------------------
STATEMENT OF CHANGES IN NET ASSETS For the year ended August 31,
--------------------------------------------------------------------------------
(Amounts in Thousands)
<TABLE>
<CAPTION>
100% U.S. Treasury
Securities U.S. Government
Money Market Money Market
Fund Fund
2000 1999 2000 1999
-------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
INCREASE (DECREASE) IN
NET ASSETS FROM
OPERATIONS:
Net investment income ........... $ 214,942 $ 187,621 $ 400,842 $ 335,206
Net realized gain
on investments .................. 183 2,072 25 27
-------------------------------------------------------------------------------------------------------
Increase in net assets
from operations ................ 215,125 189,693 400,867 335,233
-------------------------------------------------------------------------------------------------------
DISTRIBUTIONS TO
SHAREHOLDERS FROM:
Net investment income ........... (214,925) (187,727) (400,848) (335,181)
Net realized gain on
investment transactions ......... (200) (2,956) -- --
-------------------------------------------------------------------------------------------------------
Total distributions to
shareholders ................... (215,125) (190,683) (400,848) (335,181)
-------------------------------------------------------------------------------------------------------
INCREASE (DECREASE)
FROM CAPITAL SHARE
TRANSACTIONS: #
Proceeds from shares
issued
Vista Shares ................... 12,269,163 13,705,921 21,070,138 16,404,385
Premier Shares ................. 398,033 152,506 7,472,951 7,944,261
Institutional Shares ........... 5,690,875 5,004,382 24,558,779 23,799,456
-------------------------------------------------------------------------------------------------------
18,358,071 18,862,809 53,101,868 48,148,102
-------------------------------------------------------------------------------------------------------
Proceeds from
reinvestment of dividends
Vista Shares ................... 127,472 112,062 99,652 74,078
Premier Shares ................. 3,353 1,084 30,191 25,108
Institutional Shares ........... 32,950 27,526 78,208 79,090
-------------------------------------------------------------------------------------------------------
163,775 140,672 208,051 178,276
-------------------------------------------------------------------------------------------------------
Cost of shares redeemed
Vista Shares ................... (12,174,395) (13,555,840) (21,310,059) (15,973,405)
Premier Shares ................. (309,408) (151,462) (7,291,128) (8,130,974)
Institutional Shares ........... (5,746,903) (5,932,433) (24,911,228) (23,763,028)
-------------------------------------------------------------------------------------------------------
(18,230,706) (19,639,735) (53,512,415) (47,867,407)
-------------------------------------------------------------------------------------------------------
Net increase (decrease)
from capital share
transactions ................... 291,140 (636,254) (202,496) 458,971
-------------------------------------------------------------------------------------------------------
Total increase
(decrease) in net
assets ........................ 291,140 (637,244) (202,477) 459,023
NET ASSETS:
Beginning of period ............. 4,231,471 4,868,715 7,373,051 6,914,028
-------------------------------------------------------------------------------------------------------
End of period ................... $ 4,522,611 $ 4,231,471 $ 7,170,574 $ 7,373,051
-------------------------------------------------------------------------------------------------------
</TABLE>
# At $1.00 per share.
See notes to financial statements.
66
STATEMENT OF CHANGES IN NET ASSETS For the year ended August 31,
(Amounts in Thousands)
<TABLE>
<CAPTION>
Treasury Plus Federal
Money Market Money Market
Fund Fund
2000 1999 2000 1999
-------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
INCREASE (DECREASE) IN
NET ASSETS FROM
OPERATIONS:
Net investment income ........... $ 142,715 $ 125,763 $ 60,450 $ 46,821
Net realized gain (loss)
on investments .................. 7 789 (24) 95
-------------------------------------------------------------------------------------------------------
Increase in net assets
from operations ................ 142,722 126,552 60,426 46,916
-------------------------------------------------------------------------------------------------------
DISTRIBUTIONS TO
SHAREHOLDERS FROM:
Net investment income ........... (142,713) (125,782) (60,450) (46,814)
Net realized gain on
investment transactions ......... (62) (798) -- (112)
-------------------------------------------------------------------------------------------------------
Total distributions to
shareholders ................... (142,775) (126,580) (60,450) (46,926)
-------------------------------------------------------------------------------------------------------
INCREASE (DECREASE)
FROM CAPITAL SHARE
TRANSACTIONS: #
Proceeds from shares
issued
Vista Shares ................... 10,985,282 13,476,115 1,370,953 1,297,509
Premier Shares ................. 2,838,587 2,362,876 373,817 372,508
Institutional Shares ........... 9,562,850 12,537,826 2,941,384 3,327,807
Reserve Shares* ................ -- -- 1 --
-------------------------------------------------------------------------------------------------------
23,386,719 28,376,817 4,686,155 4,997,824
-------------------------------------------------------------------------------------------------------
Proceeds from
reinvestment of dividends
Vista Shares ................... 54,114 41,118 22,852 18,183
Premier Shares ................. 5,041 3,990 13,241 11,931
Institutional Shares ........... 36,706 35,134 4,454 5,462
Reserve Shares* ................ -- -- -- --
-------------------------------------------------------------------------------------------------------
95,861 80,242 40,547 35,576
-------------------------------------------------------------------------------------------------------
Cost of shares redeemed
Vista Shares ................... (11,406,802) (13,099,202) (1,367,229) (1,124,759)
Premier Shares ................. (3,091,819) (2,046,068) (406,427) (399,355)
Institutional Shares ........... (9,674,902) (12,469,834) (2,907,355) (3,282,935)
Reserve Shares* ................ -- -- -- --
-------------------------------------------------------------------------------------------------------
(24,173,523) (27,615,104) (4,681,011) (4,807,049)
-------------------------------------------------------------------------------------------------------
Net increase (decrease)
from capital share
transactions ................... (690,943) 841,955 45,691 226,351
-------------------------------------------------------------------------------------------------------
Total increase
(decrease) in
net assets .................... (690,996) 841,927 45,667 226,341
NET ASSETS:
Beginning of period ............. 3,189,921 2,347,994 1,096,487 870,146
-------------------------------------------------------------------------------------------------------
End of period ................... $ 2,498,925 $ 3,189,921 $1,142,154 $1,096,487
-------------------------------------------------------------------------------------------------------
</TABLE>
# At $1.00 per share.
* Reserve Shares commencement of offering, 7/31/00.
See notes to financial statements.
67
STATEMENT OF CHANGES IN NET ASSETS For the year ended August 31,
(Amounts in Thousands)
<TABLE>
<CAPTION>
Prime
Cash Management Money Market
Fund Fund
2000 1999 2000 1999
--------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS:
Net investment income .................................. $ 532,291 $ 317,595 $ 615,937 $ 382,831
Net realized gain (loss)
on investments ......................................... (247) (329) (60) 327
Change in net unrealized
appreciation/depreciation
of investments ......................................... 1,650 (1,650) 3,884 (3,884)
--------------------------------------------------------------------------------------------------------------------------------
Increase in net assets
from operations ....................................... 533,694 315,616 619,761 379,274
--------------------------------------------------------------------------------------------------------------------------------
DISTRIBUTIONS TO SHAREHOLDERS FROM:
Net investment income .................................. (532,279) (317,818) (615,944) (382,895)
Net realized gain on
investment transactions ................................ -- (117) (121) (271)
--------------------------------------------------------------------------------------------------------------------------------
Total distributions to
shareholders .......................................... (532,279) (317,935) (616,065) (383,166)
--------------------------------------------------------------------------------------------------------------------------------
INCREASE (DECREASE) FROM CAPITAL SHARE TRANSACTIONS: #
Proceeds from shares issued
Vista Shares* ......................................... 29,721,636 26,474,726 7,131,346 1,051,476
Premier Shares ........................................ 4,224,828 4,894,950 13,034,051 11,380,971
Institutional Shares .................................. 15,577,944 10,132,124 82,896,178 61,694,665
Reserve Shares** ...................................... -- -- 1 --
B Shares .............................................. -- -- 135,290 143,459
C Shares .............................................. -- -- 7,817 4,653
--------------------------------------------------------------------------------------------------------------------------------
49,524,408 41,501,800 103,204,683 74,275,224
--------------------------------------------------------------------------------------------------------------------------------
Proceeds from reinvestment of dividends
Vista Shares* ......................................... 301,792 187,928 39,797 4,244
Premier Shares ........................................ 19,160 16,857 37,777 24,988
Institutional Shares .................................. 138,122 63,365 352,349 229,886
Reserve Shares** ...................................... -- -- -- --
B Shares .............................................. -- -- 806 771
C Shares .............................................. -- -- 8 5
--------------------------------------------------------------------------------------------------------------------------------
459,074 268,150 430,737 259,894
--------------------------------------------------------------------------------------------------------------------------------
Cost of shares redeemed
Vista Shares* ......................................... (28,358,265) (24,623,550) (6,207,576) (540,581)
Premier Shares ........................................ (4,280,942) (4,864,551) (12,325,229) (10,901,491)
Institutional Shares .................................. (13,959,695) (9,707,967) (81,986,141) (58,482,409)
Reserve Shares** ...................................... -- -- -- --
B Shares .............................................. -- -- (161,484) (136,601)
C Shares .............................................. -- -- (7,925) (4,584)
--------------------------------------------------------------------------------------------------------------------------------
(46,598,902) (39,196,068) (100,688,355) (70,065,666)
--------------------------------------------------------------------------------------------------------------------------------
Net increase from
capital share
transactions .......................................... 3,384,580 2,573,882 2,947,065 4,469,452
--------------------------------------------------------------------------------------------------------------------------------
Total increase in
net assets ........................................... 3,385,995 2,571,563 2,950,761 4,465,560
NET ASSETS:
Beginning of period .................................... 7,688,582 5,117,019 9,806,541 5,340,981
--------------------------------------------------------------------------------------------------------------------------------
End of period .......................................... $11,074,577 $ 7,688,582 $ 12,757,302 $ 9,806,541
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>
# At $1.00 per share.
* PRM Vista Shares commencement of offering, 10/1/98.
** Reserve Shares commencement of offering, 7/31/00.
See notes to financial statements.
68
STATEMENT OF CHANGES IN NET ASSETS For the year ended August 31,
(Amounts in Thousands)
<TABLE>
<CAPTION>
Tax Free New York Tax Free
Money Market Money Market
Fund Fund
2000 1999 2000 1999
-------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
INCREASE (DECREASE) IN
NET ASSETS FROM
OPERATIONS:
Net investment income ......... $ 54,183 $ 36,759 $ 53,819 $ 37,793
Net realized gain (loss)
on investments ................ (60) 59 60 61
-------------------------------------------------------------------------------------------------
Increase in net assets
from operations .............. 54,123 36,818 53,879 37,854
-------------------------------------------------------------------------------------------------
DISTRIBUTIONS TO
SHAREHOLDERS FROM:
Net investment income ......... (54,097) (36,827) (53,800) (37,841)
-------------------------------------------------------------------------------------------------
INCREASE (DECREASE)
FROM CAPITAL SHARE
TRANSACTIONS: #
Proceeds from shares
issued
Vista Shares ................. 2,078,075 2,100,524 3,464,112 3,260,482
Premier Shares ............... 343,481 385,299 -- --
Institutional Shares ......... 3,019,983 2,526,660 -- --
Reserve Shares* .............. 1 -- 1 --
-------------------------------------------------------------------------------------------------
5,441,540 5,012,483 3,464,113 3,260,482
-------------------------------------------------------------------------------------------------
Proceeds from
reinvestment of dividends
Vista Shares ................. 12,007 8,397 37,398 25,347
Premier Shares ............... 2,982 2,257 -- --
Institutional Shares ......... 9,475 5,196 -- --
Reserve Shares* .............. -- -- -- --
-------------------------------------------------------------------------------------------------
24,464 15,850 37,398 25,347
-------------------------------------------------------------------------------------------------
Cost of shares redeemed
Vista Shares ................. (1,949,740) (2,088,092) (3,174,889) (3,153,158)
Premier Shares ............... (356,488) (390,878) -- --
Institutional Shares ......... (2,865,404) (2,465,756) -- --
Reserve Shares* .............. -- -- -- --
-------------------------------------------------------------------------------------------------
(5,171,632) (4,944,726) (3,174,889) (3,153,158)
-------------------------------------------------------------------------------------------------
Net increase from
capital share
transactions ................. 294,372 83,607 326,622 132,671
-------------------------------------------------------------------------------------------------
Total increase
in net assets ............... 294,398 83,598 326,701 132,684
-------------------------------------------------------------------------------------------------
NET ASSETS:
Beginning of period ........... 1,360,266 1,276,668 1,504,511 1,371,827
-------------------------------------------------------------------------------------------------
End of period ................. $1,654,664 $1,360,266 $1,831,212 $1,504,511
-------------------------------------------------------------------------------------------------
</TABLE>
# At $1.00 per share.
* Reserve Shares commencement of offering, 7/31/00.
See notes to financial statements.
69
STATEMENT OF CHANGES IN NET ASSETS For the year ended August 31,
(Amounts in Thousands)
<TABLE>
<CAPTION>
California Tax Free
Money Market
Fund
2000 1999
-------------------------------------------------------------------------------------------------
<S> <C> <C>
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS:
Net investment income ...................................... $ 1,912 $ 1,181
Net realized gain on investments ........................... -- 4
-------------------------------------------------------------------------------------------------
Increase in net assets from operations .................... 1,912 1,185
-------------------------------------------------------------------------------------------------
DISTRIBUTIONS TO SHAREHOLDERS FROM:
Net investment income ...................................... (1,912) (1,200)
-------------------------------------------------------------------------------------------------
INCREASE (DECREASE) FROM CAPITAL SHARE
TRANSACTIONS: #
Proceeds from shares issued (Vista Shares) ................. 243,038 329,610
Proceeds from reinvestment of dividends (Vista Shares) ..... 732 474
Cost of shares redeemed (Vista Shares) ..................... (233,891) (312,828)
-------------------------------------------------------------------------------------------------
Net increase from capital share transactions .............. 9,879 17,256
-------------------------------------------------------------------------------------------------
Total increase in net assets ............................. 9,879 17,241
NET ASSETS:
Beginning of period ........................................ 67,640 50,399
-------------------------------------------------------------------------------------------------
End of period .............................................. $ 77,519 $ 67,640
-------------------------------------------------------------------------------------------------
</TABLE>
# At $1.00 per share.
See notes to financial statements.
70
--------------------------------------------------------------------------------
CHASE VISTA FUNDS NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
1. Organization and Significant Accounting Policies
Mutual Fund Trust (the "Trust") was organized as a Massachusetts business
trust, and is registered under the Investment Company Act of 1940, as amended
(the "1940 Act"), as an open-end, management investment company. 100% U.S.
Treasury Securities Money Market Fund ("USTS"), U.S. Government Money Market
Fund ("USG"), Treasury Plus Money Market Fund ("TP"), Federal Money Market Fund
("FED"), Cash Management Fund ("CM"), Prime Money Market Fund ("PRM"), Tax Free
Money Market Fund ("TF"), New York Tax Free Money Market Fund ("NYTF") and
California Tax Free Money Market Fund ("CTF") (collectively, the "Funds") are
nine separate portfolios of the Trust.
The Funds offer various classes of shares as follows:
<TABLE>
<CAPTION>
Fund Classes Offered
--------------------------------------------------------------------------------
<S> <C>
USTS Vista, Premier, Institutional
USG Vista, Premier, Institutional
TP Vista, Premier, Institutional
FED Vista, Premier, Institutional, Reserve
CM Vista, Premier, Institutional
PRM Vista, Premier, Institutional, Reserve, B Shares, C Shares
TF Vista, Premier, Institutional, Reserve
NYTF Vista, Reserve
CTF Vista
</TABLE>
All classes of shares have equal rights as to earnings, assets and voting
privileges except that each class may bear different transfer agent,
distribution and shareholder servicing expenses, and each class has exclusive
voting rights with respect to its distribution plan and shareholder servicing
agreement.
The following is a summary of significant accounting policies followed by the
Funds:
The preparation of financial statements in accordance with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts and disclosures in the financial statements.
Actual results could differ from those estimates.
A. Valuation of investments -- Money market instruments are valued at
amortized cost which approximates market value. The Trust's use of
amortized cost is subject to the Trust's compliance with certain conditions
as specified under Rule 2a-7 of the 1940 Act.
B. Repurchase and reverse repurchase agreements -- It is each Fund's policy
that repurchase agreements are fully collateralized by U.S. Treasury and
Government Agency securities. All collateral is held by the Fund's
custodian bank, subcustodian or a bank in which the custodian bank has
entered into a subcustodian agreement or is segregated in the Federal
Reserve Book Entry System. If the seller of a repurchase agreement defaults
and the value of the collateral declines, or if the seller enters into an
insolvency proceeding, realization of the collateral may be delayed or
limited.
At all times that a reverse repurchase agreement is outstanding, the Fund
segregates assets with a value at least equal to its obligation under the
71
CHASE VISTA FUNDS NOTES TO FINANCIAL STATEMENTS (continued)
agreement. In the event the buyer of securities under a reverse repurchase
agreement files for bankruptcy or becomes insolvent, the Fund's use of
proceeds from the agreement may be restricted pending a determination by
the other party, or its trustee or receiver, whether to enforce the Fund's
obligation to repurchase the securities. The Fund's use of the proceeds of
the reverse repurchase agreement may also effectively be restricted pending
such decisions.
During the year ended August 31, 2000, CM entered into one reverse
repurchase agreement amounting to $90,000,000 at 6.48%. Interest expense
totaled $47,142, which is included in Other expenses on the statement of
operations. The agreement, which matured June 19, 2000, was collateralized
by Federal Home Loan Bank notes with a par value of $87,300,000, due
December 1, 2000.
C. Security transactions and investment income -- Investment transactions
are accounted for on the trade date (the date the order to buy or sell is
executed). Securities gains and losses are calculated on the identified
cost basis. Interest income consists of coupon interest accrued and
amortization of premium and discount earned.
D. Federal income taxes -- Each Fund is treated as a separate taxable
entity for Federal income tax purposes. The Fund's policy is to comply with
the provisions of the Internal Revenue Code applicable to regulated
investment companies and to distribute to shareholders all of its
distributable net income, including net realized gain on investments. In
addition, the Fund intends to make distributions as required to avoid
excise taxes. Accordingly, no provision for Federal income or excise tax is
necessary.
E. Distributions to shareholders -- Dividends and distributions paid to
shareholders are recorded on the ex-dividend date. The amount of dividends
and distributions from net investment income and net realized capital gains
is determined in accordance with Federal income tax regulations, which may
differ from generally accepted accounting principles. To the extent these
"book/tax" differences are permanent in nature (i.e., that they result from
other than timing of recognition--"temporary differences"), such amounts
are reclassified within the capital accounts based on their Federal income
tax-basis treatment. Dividends and distributions which exceed net
investment income or net realized capital gains for financial reporting
purposes but not for tax purposes are reported as distributions in excess
of net investment income or net realized capital gains.
F. Income and Expenses -- Expenses directly attributable to a Fund are
charged to that Fund; other expenses are allocated proportionately among
each of the Funds within the Trust in relation to the net assets of each
Fund or on another reasonable basis. Expenses directly attributable to a
particular class are charged directly to such class. In calculating net
asset value per share of each class, investment income, realized and
unrealized gains and losses and expenses other than class specific expenses
(e.g. transfer agent fees), are allocated daily to each class of shares
based upon the proportion of net assets of each class at the beginning of
each day.
72
CHASE VISTA FUNDS NOTES TO FINANCIAL STATEMENTS (continued)
2. Fees and Other Transactions with Affiliates
A. Investment advisory fee -- Pursuant to separate Investment Advisory
Agreements, The Chase Manhattan Bank ("Chase" or "Adviser") acts as the
investment adviser to the Funds. Chase is a direct wholly-owned subsidiary
of The Chase Manhattan Corporation. As investment adviser, Chase supervises
the investments of each Fund and for such services is paid a fee. The fee
is accrued daily and paid monthly at an annual rate equal to 0.10% of the
average daily net assets for each respective Fund. The Adviser voluntarily
waived fees as outlined in Note 2.E. below.
Chase Asset Management, Inc. ("CAM"), a registered investment adviser, is
the sub-investment adviser to each Fund, other than CM and TF, pursuant to
a Sub-Investment Advisory Agreement between CAM and Chase. CAM is a
wholly-owned subsidiary of Chase and is entitled to receive a fee, payable
by Chase from its advisory fee, at an annual rate equal to 0.03% of each
Fund's average daily net assets.
Prior to August 1, 2000, Chase Bank of Texas, National Association ("CBT")
was the sub-investment adviser to CM and TF pursuant to a Sub-Investment
Advisory Agreement between Chase and CBT. CBT, a wholly-owned subsidiary of
Chase, was entitled to receive a fee, payable by Chase from its advisory
fee, at an annual rate equal to 0.03% of the Fund's average daily net
assets.
B. Shareholder and Fund servicing fees -- The Trust adopted Administrative
Service Plans which, among other things, provide that the Trust on behalf
of the Funds may obtain the services of one or more Shareholder Servicing
Agents. For its services, each Shareholder Servicing Agent receives a fee.
The fee is computed daily and paid monthly at an annual rate of 0.35% of
the average daily net assets of the Vista and Reserve Classes, 0.25% of the
average daily net assets of the Premier, B Share and C Share Classes, and
0.10% of the average daily net assets of the Institutional Class of each
Fund.
Chase and certain of its affiliates are the only Shareholder Servicing
Agents. The Shareholder Servicing Agents have voluntarily waived fees as
outlined in Note 2.E. below.
C. Distribution and sub-administrations fees -- Pursuant to a Distribution
and Sub-Administration Agreement, Vista Fund Distributors, Inc. ("VFD" or
the "Distributor"), a wholly-owned subsidiary of The BISYS Group, Inc.
("BISYS"), acts as the Trust's exclusive underwriter and promotes and
arranges for the sale of each Fund's shares. In addition, the Distributor
provides certain sub-administration services to the Trust, including
providing officers, clerical staff and office space for an annual fee
computed daily and paid monthly of 0.05% of the average daily net assets of
each Fund.
The Trustees have adopted plans of distribution under the 1940 Act for the
Premier Shares of USG (the "Premier Plan"), for the Vista Shares of each
Fund (the "Vista Plan") except for CM and PRM, for the Reserve Shares of
FED, PRM, TF and NYTF (the "Reserve Plan"), and for the B Shares and C
Shares of PRM (the "B Plan" and "C Plan", respectively).
73
CHASE VISTA FUNDS NOTES TO FINANCIAL STATEMENTS (continued)
There are no distribution plans for the Institutional Shares. The Premier,
Vista, Reserve, B and C Share Plans pay the Distributor a distribution fee.
The fee is computed daily and paid monthly at an annual rate of: 0.10% of
the average daily net assets of the Vista Class of each Fund (except CM and
PRM), 0.10% of the average daily net assets of the USG Premier Class, 0.30%
of the average daily net assets of the Reserve Class of FED, PRM, TF and
NYTF, and 0.75% of the average daily net assets of the B Shares and C
Shares of PRM.
The Distributor voluntarily waived fees as outlined in Note 2.E. below.
D. Administration fee -- Pursuant to the Administration Agreement, Chase
(the "Administrator") provides certain administration services and
facilities to each Fund at a fee computed daily and paid monthly at the
annual rate equal to 0.05% of the respective Fund's average daily net
assets.
The Administrator voluntarily waived fees as outlined in Note 2.E. below.
E. Waiver of fees -- For the year ended August 31, 2000, the Funds'
vendors voluntarily waived fees for each of the Funds as follows (amounts
in thousands):
<TABLE>
<CAPTION>
Investment Shareholder
Advisory Administration Servicing Distribution
--------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
USTS......... $-- $1,723 $1,629 $1,425
USG .......... -- 186 6,059 449
TP ........... -- 1,086 1,768 --
FED .......... -- -- 486 --
CM ........... -- 90 3,111 --
PRM .......... -- 103 6,479 --
TF ........... -- 369 1,677 --
NYTF.......... -- 746 -- 1,036
CTF .......... 44 -- 136 32
</TABLE>
F. Other --Certain officers of the Trust are officers of VFD or of its
parent corporation, BISYS.
Chase provides portfolio accounting and custody services for the Funds.
Compensation for such services is presented in the Statement of Operations
as custodian fees. Custodian fees are subject to reduction by credits
earned by each Fund, based on cash balances held by Chase as custodian.
Such earnings credits are presented separately in the Statement of
Operations. The Funds could have invested the cash balances utilized in
connection with the earnings credit arrangements in income producing assets
if they had not entered into such arrangements. During the year ended
August 31, 2000, the fund accountant reimbursed PRM approximately $957,000
for uncollectible interest accruals.
74
CHASE VISTA FUNDS NOTES TO FINANCIAL STATEMENTS (continued)
3. Federal Income Tax Matters
At August 31, 2000, the following Funds have capital loss carryovers which will
be available to offset capital gains. To the extent that any net capital loss
carryovers are used to offset future capital gains, it is probable that the
gains so offset will not be distributed to shareholders.
<TABLE>
<CAPTION>
Fund Amount Expiration Date
------------------------------------------------------
<S> <C> <C>
USG ........... $ 13,546 Aug. 31, 2006
5,917 Aug. 31, 2007
--------
19,463
FED ........... 6,078 Aug. 31, 2008
CM ............ 664,023 Aug. 31, 2008
TF ............ 336,447 Aug. 31, 2002
29,205 Aug. 31, 2003
812 Aug. 31, 2004
28,042 Aug. 31, 2006
--------
394,506
NYTF .......... 1,760 Aug. 31, 2006
CTF ........... 3,956 Aug. 31, 2001
8,932 Aug. 31, 2004
652 Aug. 31, 2005
903 Aug. 31, 2006
--------
14,443
</TABLE>
During the year ended August 31, 2000, USG, NYTF and CTF utilized capital loss
carryforwards of $1,404, $59,708 and $26, respectively.
4. Concentration of Credit Risk
As of August 31, 2000, CM and PRM invested 76.6% and 87.0%, respectively, of
their net assets in securities issued by institutions in the financial services
industry including banks, broker dealers and insurance companies. General
economic conditions, as well as exposure to credit losses arising from possible
financial difficulties of borrowers, play an important role in the operation of
the financial services industry.
TF, NYTF and CTF invest substantially all of their assets in a diversified
portfolio of debt obligations issued by states, territories and possessions of
the United States and by the District of Columbia, and by their political
subdivisions and duly constituted authorities, with NYTF primarily investing in
issuers in the State of New York, and CTF primarily investing in issuers in the
State of California. As of August 31, 2000, TF invested 18.4% of its net assets
in issuers in the State of Texas. The issuers' abilities to meet their
obligations may be affected by economic or political developments in a specific
state or region.
75
CHASE VISTA FUNDS NOTES TO FINANCIAL STATEMENTS (continued)
5. Trustee Compensation
The Funds have adopted an unfunded noncontributory defined benefit pension plan
covering all independent trustees of the Funds who will have served as an
independent trustee for at least five years at the time of retirement. Benefits
under this plan are based on compensation and years of service. Pension
expenses for the year ended August 31, 2000, included in Trustees Fees in the
Statement of Operations, and accrued pension liability included in Other
Accrued Liabilities in the Statement of Assets and Liabilities were as follows
(in thousands):
<TABLE>
<CAPTION>
Pension Accrued
Fund Expenses Pension Liability
----------------------------------------------------------
<S> <C> <C>
USTS ......... $ 72 $321
USG .......... 128 608
TP ........... 47 231
FED .......... 20 91
CM ........... 145 507
PRM .......... 188 466
TF ........... 25 119
NYTF ......... 26 123
CTF .......... 1 5
</TABLE>
6. Subsequent Events
Effective September 5, 2000, CAM changed its name to Chase Fleming Asset
Management (USA) Inc.
At a special meeting held October 5, 2000, shareholders of CM approved a
Reorganization Plan whereby all of the assets and liabilities of CM will be
transferred to PRM in exchange for shares in PRM. Under the Reorganization
Plan, each shareholder of CM will receive shares in PRM with a value equal to
their holdings in CM. Holders of Vista Class Shares in CM will receive Vista
Class Shares in PRM, holders of Premier Class Shares in CM will receive Premier
Class Shares in PRM and holders of Institutional Class Shares in CM will
receive Institutional Class Shares in PRM. The effective date of the
reorganization is expected to be October 20, 2000.
76
--------------------------------------------------------------------------------
CHASE VISTA FUNDS FINANCIAL HIGHLIGHTS
--------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
100% U.S. Treasury Securities Money Market Fund
------------------------------------------------------------------------------------
Vista Shares
------------------------------------------------------------------------------------
Year Ended Year Ended
August 31, 12/1/95++ November 30,
------------------------------------------- Through -------------
2000 1999 1998 1997 8/31/96 1995
-------- ------ ------ ------ --------- -------------
<S> <C> <C> <C> <C> <C> <C>
Per Share Operating Performance
Net Asset Value, Beginning of Period .......... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
-------- ------ ------ ------ ------ ------
Income from Investment Operations:
Net Investment Income ........................ 0.05 0.04 0.05 0.05 0.04 0.05
Less Dividends from Net
Investment Income ........................... 0.05 0.04 0.05 0.05 0.04 0.05
-------- ------ ------ ------ ------ ------
Net Asset Value, End of Period ................ $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
======== ====== ====== ====== ====== ======
Total Return .................................. 5.02% 4.31% 4.92% 4.87% 3.50% 5.15%
Ratios/Supplemental Data:
Net Assets, End of Period (millions) ......... $3,535 $3,312 $3,051 $2,376 $1,672 $1,338
Ratios to Average Net Assets#:
Expenses ..................................... 0.59% 0.59% 0.59% 0.59% 0.60% 0.58%
Net Investment Income ........................ 4.92% 4.15% 4.78% 4.74% 4.58% 4.99%
Expenses Without Waivers, Reimbursements
and Earnings Credits ......................... 0.71% 0.71% 0.71% 0.71% 0.68% 0.61%
Net Investment Income Without
Waivers, Reimbursements and Earnings
Credits ...................................... 4.80% 4.03% 4.66% 4.62% 4.50% 4.96%
------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
100% U.S. Treasury Securities Money Market Fund
------------------------------------------------------------------------------------
Premier Shares
------------------------------------------------------------------------------------
Year Ended
August 31, 12/1/95++
------------------------------------------- Through
2000 1999 1998 1997 8/31/96
-------- ------ ------ ------ ---------
<S> <C> <C> <C> <C> <C>
Per Share Operating Performance
Net Asset Value, Beginning of Period .......... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
-------- ------- ------- ------- ---------
Income from Investment Operations:
Net Investment Income ........................ 0.05 0.04 0.05 0.05 0.01
Less Dividends from Net
Investment Income ........................... 0.05 0.04 0.05 0.05 0.01
-------- ------- ------- ------- ---------
Net Asset Value, End of Period ................ $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
======== ======= ======= ======= =========
Total Return .................................. 5.12% 4.40% 5.00% 4.91% 1.11%
Ratios/Supplemental Data:
Net Assets, End of Period (millions) ......... $ 116 $ 24 $ 22 $ 6 $ 1
Ratios to Average Net Assets#:
Expenses ..................................... 0.49% 0.50% 0.51% 0.55% 0.42%
Net Investment Income ........................ 5.02% 4.22% 4.99% 4.80% 3.45%
Expenses Without Waivers, Reimbursements
and Earnings Credits ......................... 0.53% 0.56% 0.78% 0.80% 0.42%
Net Investment Income Without
Waivers, Reimbursements and Earnings
Credits ...................................... 4.98% 4.16% 4.72% 4.55% 3.45%
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
++ In 1996, the Fund changed its fiscal year-end from November 30 to August 31.
* Commencement of offering of class of shares.
# Short periods have been annualized.
77
CHASE VISTA FUNDS FINANCIAL HIGHLIGHTS
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
100% U.S. Treasury Securities Money Market Fund
--------------------------------------------------------
Institutional Shares
--------------------------------------------------------
Year Ended
August 31, 6/3/96*
------------------------------------------ Through
2000 1999 1998 1997 8/31/96
------ ------ ------ ------ -------
<S> <C> <C> <C> <C> <C>
Per Share Operating Performance
Net Asset Value, Beginning of Period .......... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
------- ------- ------ ------- --------
Income from Investment Operations:
Net Investment Income ........................ 0.05 0.05 0.05 0.05 0.01
Less Dividends from Net
Investment Income ........................... 0.05 0.05 0.05 0.05 0.01
------- ------- ------ ------- --------
Net Asset Value, End of Period ................ $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
======= ======= ====== ======= ========
Total Return .................................. 5.38% 4.67% 5.30% 5.20% 1.23%
Ratios/Supplemental Data:
Net Assets, End of Period (millions) ......... $ 872 $ 895 $1,796 $ 81 $ 1
Ratios to Average Net Assets#:
Expenses ..................................... 0.25% 0.24% 0.21% 0.27% 0.21%
Net Investment Income ........................ 5.26% 4.51% 5.13% 5.06% 3.65%
Expenses Without Waivers, Reimbursements
and Earnings Credits ......................... 0.34% 0.32% 0.25% 0.27% 0.21%
Net Investment Income Without Waivers,
Reimbursements and Earnings Credits .......... 5.17% 4.43% 5.09% 5.06% 3.65%
--------------------------------------------------------------------------------------------------------
</TABLE>
* Commencement of offering of class of shares.
# Short periods have been annualized.
See notes to financial statements.
78
CHASE VISTA FUNDS FINANCIAL HIGHLIGHTS
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
U.S. Government Money Market Fund
--------------------------------------------------------------
Vista Shares
--------------------------------------------------------------
Year Ended August 31,
--------------------------------------------------------------
2000 1999 1998 1997 1996
------ ------ ------ ------- -------
<S> <C> <C> <C> <C> <C>
Per Share Operating Performance
Net Asset Value, Beginning of Period ................ $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
------ ------ ------ ------ ------
Income from Investment Operations:
Net Investment Income .............................. 0.05 0.04 0.05 0.05 0.05
Less Dividends from Net Investment Income ......... 0.05 0.04 0.05 0.05 0.05
------ ------ ------ ------ ------
Net Asset Value, End of Period ...................... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
====== ====== ====== ====== ======
Total Return ........................................ 5.48% 4.55% 5.14% 5.04% 4.97%
Ratios/Supplemental Data:
Net Assets, End of Period (millions) ............... $3,398 $3,538 $3,033 $2,139 $2,057
Ratios to Average Net Assets:
Expenses ........................................... 0.59% 0.59% 0.59% 0.59% 0.65%
Net Investment Income .............................. 5.35% 4.46% 5.01% 4.93% 4.83%
Expenses Without Waivers, Reimbursements
and Earnings Credits ............................... 0.69% 0.69% 0.70% 0.72% 0.73%
Net Investment Income Without Waivers,
Reimbursements and Earnings Credits ................ 5.25% 4.36% 4.90% 4.80% 4.75%
-------------------------------------------------------------------------------------------------------------------------
</TABLE>
See notes to financial statements.
79
CHASE VISTA FUNDS FINANCIAL HIGHLIGHTS
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
U.S. Government Money Market Fund
------------------------------------------------------
Premier Shares
------------------------------------------------------
Year Ended August 31,
------------------------------------------------------
2000 1999 1998 1997 1996
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Per Share Operating Performance
Net Asset Value, Beginning of Period ............ $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
------ ------ ------ ------ ------
Income from Investment Operations:
Net Investment Income .......................... 0.05 0.05 0.05 0.05 0.05
Less Dividends from Net Investment Income ..... 0.05 0.05 0.05 0.05 0.05
------ ------ ------ ------ ------
Net Asset Value, End of Period .................. $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
====== ====== ====== ====== ======
Total Return .................................... 5.62% 4.70% 5.25% 5.08% 5.15%
Ratios/Supplemental Data:
Net Assets, End of Period (millions) ........... $1,134 $ 922 $1,084 $ 837 $ 802
Ratios to Average Net Assets:
Expenses ....................................... 0.45% 0.45% 0.48% 0.55% 0.55%
Net Investment Income .......................... 5.50% 4.60% 5.12% 4.97% 5.04%
Expenses Without Waivers, Reimbursements
and Earnings Credits ........................... 0.58% 0.58% 0.60% 0.60% 0.59%
Net Investment Income Without Waivers,
Reimbursements and Earnings Credits ............ 5.37% 4.47% 5.00% 4.92% 5.00%
---------------------------------------------------------------------------------------------------------
<CAPTION>
U.S. Government Money Market Fund
------------------------------------------------------
Institutional Shares
------------------------------------------------------
Year Ended August 31,
------------------------------------------------------
2000 1999 1998 1997 1996
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Per Share Operating Performance
Net Asset Value, Beginning of Period ............ $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
------ ------ ------ ------ ------
Income from Investment Operations:
Net Investment Income .......................... 0.06 0.05 0.05 0.05 0.05
Less Dividends from Net Investment Income ..... 0.06 0.05 0.05 0.05 0.05
------ ------ ------ ------ ------
Net Asset Value, End of Period .................. $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
====== ====== ====== ====== ======
Total Return .................................... 5.83% 4.92% 5.51% 5.40% 5.45%
Ratios/Supplemental Data:
Net Assets, End of Period (millions) ........... $2,639 $2,913 $2,797 $2,955 $1,182
Ratios to Average Net Assets:
Expenses ....................................... 0.26% 0.25% 0.24% 0.24% 0.27%
Net Investment Income .......................... 5.66% 4.80% 5.36% 5.29% 5.30%
Expenses Without Waivers, Reimbursements
and Earnings Credits ........................... 0.33% 0.31% 0.24% 0.24% 0.27%
Net Investment Income Without Waivers,
Reimbursements and Earnings Credits ............ 5.59% 4.74% 5.36% 5.29% 5.30%
---------------------------------------------------------------------------------------------------------
</TABLE>
See notes to financial statements.
80
CHASE VISTA FUNDS FINANCIAL HIGHLIGHTS
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
Treasury Plus Money Market Fund
------------------------------------------------------
Vista Shares
------------------------------------------------------
Year Ended
August 31, 5/6/96*
------------------------------------------- Through
2000 1999 1998 1997 8/31/96
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Per Share Operating Performance
Net Asset Value, Beginning of Period ........ $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
------ ------ ------ ------ ------
Income from Investment Operations:
Net Investment Income ...................... 0.05 0.04 0.05 0.05 0.02
Less Dividends from Net
Investment Income ......................... 0.05 0.04 0.05 0.05 0.02
------ ------ ------ ------ ------
Net Asset Value, End of Period .............. $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
====== ====== ====== ====== ======
Total Return ................................ 5.29% 4.39% 5.05% 4.89% 1.50%
Ratios/Supplemental Data:
Net Assets, End of Period (millions) ....... $1,367 $1,734 $1,316 $1,606 $1,382
Ratios to Average Net Assets:#
Expenses ................................... 0.59% 0.59% 0.59% 0.59% 0.59%
Net Investment Income ...................... 5.14% 4.27% 4.92% 4.79% 4.63%
Expenses Without Waivers, Reimbursements
and Earnings Credits ....................... 0.71% 0.69% 0.70% 0.70% 0.73%
Net Investment Income Without Waivers,
Reimbursements and Earnings Credits ........ 5.02% 4.17% 4.81% 4.68% 4.49%
----------------------------------------------------------------------------------------------------
<CAPTION>
Treasury Plus Money Market Fund
------------------------------------------------------
Premier Shares
------------------------------------------------------
Year Ended August 31,
------------------------------------------------------
2000 1999 1998 1997 1996
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Per Share Operating Performance
Net Asset Value, Beginning of Period ........ $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
------ ------ ------ ------ ------
Income from Investment Operations:
Net Investment Income ...................... 0.05 0.04 0.05 0.05 0.05
Less Dividends from Net
Investment Income ......................... 0.05 0.04 0.05 0.05 0.05
------ ------ ------ ------ ------
Net Asset Value, End of Period .............. $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
====== ====== ====== ====== ======
Total Return ................................ 5.44% 4.54% 5.18% 4.98% 5.07%
Ratios/Supplemental Data:
Net Assets, End of Period (millions) ....... $ 228 $ 476 $ 155 $ 131 $ 106
Ratios to Average Net Assets:#
Expenses ................................... 0.45% 0.45% 0.46% 0.51% 0.52%
Net Investment Income ...................... 5.28% 4.42% 5.06% 4.88% 4.85%
Expenses Without Waivers, Reimbursements
and Earnings Credits ....................... 0.51% 0.50% 0.50% 0.53% 0.63%
Net Investment Income Without Waivers,
Reimbursements and Earnings Credits ........ 5.22% 4.37% 5.02% 4.86% 4.74%
----------------------------------------------------------------------------------------------------
</TABLE>
# Short periods have been annualized.
* Commencement of offering of class of shares.
See notes to financial statements.
81
CHASE VISTA FUNDS FINANCIAL HIGHLIGHTS
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
Treasury Plus Money Market Fund
--------------------------------------------------------------
Institutional Shares
--------------------------------------------------------------
Year Ended August 31,
--------------------------------------------------------------
2000 1999 1998 1997 1996
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Per Share Operating Performance
Net Asset Value, Beginning of Period ................ $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
------ ------ ------ ------ ------
Income from Investment Operations:
Net Investment Income .............................. 0.06 0.05 0.05 0.05 0.05
Less Dividends from Net Investment Income ......... 0.06 0.05 0.05 0.05 0.05
------ ------ ------ ------ ------
Net Asset Value, End of Period ...................... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
====== ====== ====== ====== ======
Total Return ........................................ 5.65% 4.75% 5.44% 5.24% 5.29%
Ratios/Supplemental Data:
Net Assets, End of Period (millions) ............... $ 904 $ 980 $ 876 $ 292 $ 189
Ratios to Average Net Assets:
Expenses ........................................... 0.25% 0.24% 0.21% 0.26% 0.30%
Net Investment Income .............................. 5.48% 4.61% 5.29% 5.16% 5.11%
Expenses Without Waivers, Reimbursements
and Earnings Credits ............................... 0.36% 0.31% 0.25% 0.26% 0.38%
Net Investment Income Without Waivers,
Reimbursements and Earnings Credits ................ 5.37% 4.54% 5.25% 5.16% 5.03%
-----------------------------------------------------------------------------------------------------------------------
</TABLE>
See notes to financial statements.
82
CHASE VISTA FUNDS FINANCIAL HIGHLIGHTS
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
Federal Money Market Fund
------------------------------------------------------
Vista Shares
------------------------------------------------------
Year Ended August 31,
------------------------------------------------------
2000 1999 1998 1997 1996
------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
Per Share Operating Performance
Net Asset Value, Beginning of Period ............ $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
------- ------- ------- ------- -------
Income from Investment Operations:
Net Investment Income .......................... 0.05 0.04 0.05 0.05 0.05
Less Dividends from Net Investment Income ..... 0.05 0.04 0.05 0.05 0.05
------- ------- ------- ------- -------
Net Asset Value, End of Period .................. $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
======= ======= ======= ======= =======
Total Return .................................... 5.29% 4.46% 4.94% 4.91% 4.83%
Ratios/Supplemental Data:
Net Assets, End of Period (millions) ........... $ 576 $ 550 $ 359 $ 301 $ 353
Ratios to Average Net Assets:
Expenses ....................................... 0.70% 0.70% 0.70% 0.70% 0.70%
Net Investment Income .......................... 5.17% 4.35% 4.88% 4.79% 4.79%
Expenses Without Waivers, Reimbursements
and Earnings Credits ........................... 0.75% 0.78% 0.84% 0.82% 0.93%
Net Investment Income Without Waivers,
Reimbursements and Earnings Credits ............ 5.12% 4.27% 4.74% 4.67% 4.56%
----------------------------------------------------------------------------------------------------------
<CAPTION>
Federal Money Market Fund
------------------------------------------------------
Premier Shares
------------------------------------------------------
Year Ended August 31,
------------------------------------------------------
2000 1999 1998 1997 1996
------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
Per Share Operating Performance
Net Asset Value, Beginning of Period ............ $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
------- ------- ------- ------- -------
Income from Investment Operations:
Net Investment Income .......................... 0.05 0.05 0.05 0.05 0.05
Less Dividends from Net Investment Income ..... 0.05 0.05 0.05 0.05 0.05
------- ------- ------- ------- -------
Net Asset Value, End of Period .................. $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
======= ======= ======= ======= =======
Total Return .................................... 5.50% 4.67% 5.22% 5.12% 5.14%
Ratios/Supplemental Data:
Net Assets, End of Period (millions) ........... $ 279 $ 298 $ 313 $ 400 $ 249
Ratios to Average Net Assets:
Expenses ....................................... 0.50% 0.50% 0.50% 0.50% 0.50%
Net Investment Income .......................... 5.35% 4.56% 5.07% 5.01% 4.99%
Expenses Without Waivers, Reimbursements
and Earnings Credits ........................... 0.50% 0.50% 0.51% 0.52% 0.52%
Net Investment Income Without Waivers,
Reimbursements and Earnings Credits ............ 5.35% 4.56% 5.06% 4.99% 4.97%
------------------------------------------------------------------------------------------------------------
</TABLE>
See notes to financial statements.
83
CHASE VISTA FUNDS FINANCIAL HIGHLIGHTS
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
Federal Money Market Fund
----------------------------------------------------------------------
Institutional Shares Reserve Shares
--------------------------------------------------------------------
Year Ended August 31, 7/31/00*
------------------------------------------------------ Through
2000 1999 1998 1997 1996 8/31/00
------- ------- ------- ------- ------- --------
<S> <C> <C> <C> <C> <C> <C>
Per Share Operating Performance
Net Asset Value, Beginning of Period ................ $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
-------- ------- ------- ------- ------- ---------
Income from Investment Operations:
Net Investment Income .............................. 0.06 0.05 0.05 0.05 0.05 0.01
Less Dividends from Net Investment Income ......... 0.06 0.05 0.05 0.05 0.05 0.01
-------- ------- ------- ------- ------- --------
Net Asset Value, End of Period ...................... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
======== ======= ======= ======= ======= ========
Total Return ........................................ 5.75% 4.92% 5.46% 5.35% 5.35% 0.49%
Ratios/Supplemental Data:
Net Assets, End of Period (millions) ............... $ 287 $ 248 $ 198 $ 131 $ 141 $ +
Ratios to Average Net Assets:#
Expenses ........................................... 0.26% 0.26% 0.27% 0.27% 0.30% 0.79%
Net Investment Income .............................. 5.61% 4.79% 5.32% 5.23% 5.20% 5.08%
Expenses Without Waivers, Reimbursements
and Earnings Credits ............................... 0.34% 0.34% 0.27% 0.27% 0.30% 1.44%
Net Investment Income Without Waivers,
Reimbursements and Earnings Credits ................ 5.53% 4.71% 5.32% 5.23% 5.20% 4.43%
---------------------------------------------------------------------------------------------------------------------------
</TABLE>
* Commencement of offering of class of shares.
# Short periods have been annualized.
+ Amount rounds to less than one million.
See notes to financial statements.
84
CHASE VISTA FUNDS FINANCIAL HIGHLIGHTS
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
Cash Management Fund
--------------------------------------------------------------------------
Vista Shares
--------------------------------------------------------------------------
Year Ended August 31, 12/1/95++ Year Ended
----------------------------------------- Through November 30,
2000 1999 1998 1997 8/31/96 1995
-------- ------ ------ ------ --------- ------
<S> <C> <C> <C> <C> <C> <C>
Per Share Operating Performance
Net Asset Value, Beginning of Period .......... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
-------- ------ ------ ------ ------- ------
Income from Investment Operations:
Net Investment Income ........................ 0.06 0.05 0.05 0.05 0.04 0.05
Less Dividends from Net
Investment Income ........................... 0.06 0.05 0.05 0.05 0.04 0.05
-------- ------ ------ ------ ------- ------
Net Asset Value, End of Period ................ $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
======== ====== ====== ====== ======= ======
Total Return .................................. 5.66% 4.74% 5.23% 5.09% 3.69% 5.49%
Ratios/Supplemental Data:
Net Assets, End of Period (millions) ......... $7,345 $5,679 $3,642 $2,576 $1,621 $1,634
Ratios to Average Net Assets:#
Expenses ..................................... 0.59% 0.59% 0.59% 0.59% 0.60% 0.58%
Net Investment Income ........................ 5.58% 4.61% 5.09% 4.99% 4.91% 5.35%
Expenses Without Waivers, Reimbursements
and Earnings Credits ......................... 0.61% 0.62% 0.61% 0.62% 0.63% 0.62%
Net Investment Income Without Waivers,
Reimbursements and Earnings Credits .......... 5.56% 4.58% 5.07% 4.96% 4.88% 5.31%
---------------------------------------------------------------------------------------------------------------------------
</TABLE>
++ In 1996, the Fund changed its fiscal year-end from November 30 to August 31.
# Short periods have been annualized.
See notes to financial statements.
85
CHASE VISTA FUNDS FINANCIAL HIGHLIGHTS
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
Cash Management Fund
-------------------------------------------------------
Premier Shares
-------------------------------------------------------
Year Ended August 31,
------------------------------------------- 5/6/96*
Through
2000 1999 1998 1997 8/31/96
-------- ------- ------- ------- ---------
<S> <C> <C> <C> <C> <C>
Per Share Operating Performance
Net Asset Value, Beginning of Period ............ $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
-------- ------- ------- ------- ---------
Income from Investment Operations:
Net Investment Income .......................... 0.06 0.05 0.05 0.05 0.02
Less Dividends from Net Investment Income ..... 0.06 0.05 0.05 0.05 0.02
-------- ------- ------- ------- ---------
Net Asset Value, End of Period .................. $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
======== ======= ======= ======= =========
Total Return .................................... 5.81% 4.89% 5.35% 5.18% 1.61%
Ratios/Supplemental Data:
Net Assets, End of Period (millions) ........... $ 426 $ 463 $ 415 $ 375 $ 433
Ratios to Average Net Assets:#
Expenses ....................................... 0.45% 0.45% 0.47% 0.50% 0.50%
Net Investment Income .......................... 5.72% 4.77% 5.22% 5.07% 4.93%
Expenses Without Waivers, Reimbursements
and Earnings Credits ........................... 0.50% 0.50% 0.52% 0.51% 0.52%
Net Investment Income Without Waivers,
Reimbursements and Earnings Credits ............ 5.67% 4.72% 5.17% 5.06% 4.91%
<CAPTION>
Cash Management Fund
-------------------------------------------------------
Institutional Shares
-------------------------------------------------------
Year Ended August 31,
------------------------------------------- 5/6/96*
Through
2000 1999 1998 1997 8/31/96
-------- ------- ------- ------- ---------
<S> <C> <C> <C> <C> <C>
Per Share Operating Performance
Net Asset Value, Beginning of Period ............ $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
-------- ------ ------ ------- -------
Income from Investment Operations:
Net Investment Income .......................... 0.06 0.05 0.06 0.05 0.02
Less Dividends from Net Investment Income ..... 0.06 0.05 0.06 0.05 0.02
-------- ------ ------ ------- -------
Net Asset Value, End of Period .................. $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
======== ====== ====== ======= =======
Total Return .................................... 6.01% 5.09% 5.59% 5.45% 1.69%
Ratios/Supplemental Data:
Net Assets, End of Period (millions) ........... $3,304 $1,547 $1,060 $ 924 $ 657
Ratios to Average Net Assets:#
Expenses ....................................... 0.26% 0.26% 0.24% 0.24% 0.25%
Net Investment Income .......................... 5.91% 4.95% 5.45% 5.34% 5.22%
Expenses Without Waivers, Reimbursements
and Earnings Credits ........................... 0.33% 0.32% 0.24% 0.24% 0.25%
Net Investment Income Without Waivers,
Reimbursements and Earnings Credits ............ 5.84% 4.89% 5.45% 5.34% 5.22%
---------------------------------------------------------------------------------------------------------
</TABLE>
* Commencement of offering of class of shares.
# Short periods have been annualized.
See notes to financial statements.
86
CHASE VISTA FUNDS FINANCIAL HIGHLIGHTS
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
Prime Money Market Fund
--------------------------------------------------------------
Premier Shares
--------------------------------------------------------------
Year Ended August 31,
-----------------------------------------------------------------
2000 1999 1998 1997 1996
-------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
Per Share Operating Performance
Net Asset Value, Beginning of Period ................ $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
-------- ------- ------- ------- -------
Income from Investment Operations:
Net Investment Income .............................. 0.06 0.05 0.05 0.05 0.05
Less Dividends from Net Investment Income ......... 0.06 0.05 0.05 0.05 0.05
-------- ------- ------- ------- -------
Net Asset Value, End of Period ...................... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
======== ======= ======= ======= =======
Total Return ........................................ 5.81% 4.90% 5.44% 5.34% 5.32%
Ratios/Supplemental Data:
Net Assets, End of Period (millions) ............... $1,841 $1,094 $ 590 $ 499 $ 419
Ratios to Average Net Assets:
Expenses ........................................... 0.45% 0.45% 0.45% 0.45% 0.45%
Net Investment Income .............................. 5.67% 4.77% 5.29% 5.17% 5.18%
Expenses Without Waivers, Reimbursements
and Earnings Credits ............................... 0.49% 0.49% 0.51% 0.53% 0.51%
Net Investment Income Without Waivers,
Reimbursements and Earnings Credits ................ 5.63% 4.73% 5.23% 5.09% 5.12%
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
See notes to financial statements.
87
CHASE VISTA FUNDS FINANCIAL HIGHLIGHTS
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
Prime Money Market Fund
--------------------------------------------------------------
Institutional Shares
--------------------------------------------------------------
Year Ended August 31,
-----------------------------------------------------------------
2000 1999 1998 1997 1996
-------- ------ ------ ------ ------
<S> <C> <C> <C> <C> <C>
Per Share Operating Performance
Net Asset Value, Beginning of Period ................ $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
-------- ------ ------ ------ -------
Income from Investment Operations:
Net Investment Income .............................. 0.06 0.05 0.06 0.05 0.05
Less Dividends from Net Investment Income ......... 0.06 0.05 0.06 0.05 0.05
-------- ------ ------ ------ -------
Net Asset Value, End of Period ...................... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
======== ====== ====== ====== =======
Total Return ........................................ 6.01% 5.10% 5.65% 5.49% 5.51%
Ratios/Supplemental Data:
Net Assets, End of Period (millions) ............... $9,430 $8,161 $4,722 $1,348 $ 725
Ratios to Average Net Assets:
Expenses ........................................... 0.26% 0.26% 0.24% 0.25% 0.26%
Net Investment Income .............................. 5.86% 4.96% 5.50% 5.37% 5.33%
Expenses Without Waivers, Reimbursements
and Earnings Credits ............................... 0.33% 0.33% 0.24% 0.25% 0.26%
Net Investment Income Without Waivers,
Reimbursements and Earnings Credits ................ 5.79% 4.89% 5.50% 5.37% 5.33%
--------------------------------------------------------------------------------------------------------------------------
</TABLE>
See notes to financial statements.
88
CHASE VISTA FUNDS FINANCIAL HIGHLIGHTS
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
Prime Money Market Fund
--------------------------------------------------------------
B Shares
--------------------------------------------------------------
Year Ended August 31,
-----------------------------------------------------------------
2000 1999 1998 1997 1996
-------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
Per Share Operating Performance
Net Asset Value, Beginning of Period ................ $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
-------- ------- ------- ------- -------
Income from Investment Operations:
Net Investment Income .............................. 0.05 0.04 0.05 0.04 0.04
Less Dividends from Net Investment Income ......... 0.05 0.04 0.05 0.04 0.04
-------- ------- ------- ------- -------
Net Asset Value, End of Period ...................... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
======== ======= ======= ======= =======
Total Return ........................................ 4.97% 4.07% 4.60% 4.33% 4.25%
Ratios/Supplemental Data:
Net Assets, End of Period (millions) ............... $ 11 $ 36 $ 29 $ 10 $ 16
Ratios to Average Net Assets:
Expenses ........................................... 1.25% 1.25% 1.25% 1.35% 1.47%
Net Investment Income .............................. 4.87% 4.00% 4.49% 4.27% 4.17%
Expenses Without Waivers, Reimbursements
and Earnings Credits ............................... 1.27% 1.47% 1.50% 1.53% 1.71%
Net Investment Income Without Waivers,
Reimbursements and Earnings Credits ................ 4.85% 3.78% 4.24% 4.09% 3.93%
--------------------------------------------------------------------------------------------------------------------------
</TABLE>
See notes to financial statements.
89
CHASE VISTA FUNDS FINANCIAL HIGHLIGHTS
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
Prime Money Market Fund
------------------------------------------------------------------------------
C Shares Vista Shares Reserve Shares
------------------------------------ ----------------------------------------
Year Year 5/14/98* Year 10/1/98* 7/31/00*
Ended Ended Through Ended Through Through
8/31/00 8/31/99 8/31/98 8/31/00 8/31/99 8/31/00
------- ------- --------- --------- --------- -----------
<S> <C> <C> <C> <C> <C> <C>
Per Share Operating Performance
Net Asset Value, Beginning of Period ................ $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
------- ------- --------- -------- --------- ---------
Income from Investment Operations:
Net Investment Income .............................. 0.05 0.04 0.01 0.06 0.04 0.01
Less Dividends from Net Investment Income ......... 0.05 0.04 0.01 0.06 0.04 0.01
------- ------- --------- -------- --------- ---------
Net Asset Value, End of Period ...................... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
======= ======= ========= ======== ========= =========
Total Return ........................................ 4.95% 3.85% 1.29% 5.65% 4.26% 0.50%
Ratios/Supplemental Data:
Net Assets, End of Period (millions) ............... $ + $ 1 $ 1 $ 1,475 $ 515 $ +
Ratios to Average Net Assets:#
Expenses ........................................... 1.26% 1.45% 1.50% 0.59% 0.59% 0.79%
Net Investment Income .............................. 4.86% 3.75% 4.21% 5.53% 4.61% 5.33%
Expenses Without Waivers, Reimbursements
and Earnings Credits ............................... 1.26% 1.45% 1.50% 0.61% 0.72% 1.45%
Net Investment Income Without Waivers,
Reimbursements and Earnings Credits ................ 4.86% 3.75% 4.21% 5.51% 4.48% 4.67%
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
# Short periods have been annualized.
* Commencement of offering of classes of shares.
+ Amount rounds to less than one million.
See notes to financial statements.
90
CHASE VISTA FUNDS FINANCIAL HIGHLIGHTS
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
Tax Free Money Market Fund
----------------------------------------------------------------------
Vista Shares Reserve Shares
----------------------------------------------------------------------
Year Ended August 31, 7/31/00*
------------------------------------------------------ Through
2000 1999 1998 1997 1996 8/31/00
-------- ------- ------ ------- ------- --------
<S> <C> <C> <C> <C> <C> <C>
Per Share Operating Performance
Net Asset Value, Beginning of Period ................ $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
-------- ------- ------- ------- ------- ---------
Income from Investment Operations:
Net Investment Income .............................. 0.03 0.03 0.03 0.03 0.03 --
Less Dividends from Net Investment Income ......... 0.03 0.03 0.03 0.03 0.03 --
-------- ------- ------- ------- ------- ---------
Net Asset Value, End of Period ...................... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
======== ======= ======= ======= ======= =========
Total Return ........................................ 3.37% 2.73% 3.10% 3.12% 2.92% 0.30%
Ratios/Supplemental Data:
Net Assets, End of Period (millions) ............... $ 895 $ 754 $ 733 $ 566 $ 574 $ +
Ratios to Average Net Assets:#
Expenses ........................................... 0.59% 0.59% 0.59% 0.59% 0.69% 0.79%
Net Investment Income .............................. 3.33% 2.68% 3.05% 3.08% 2.89% 3.13%
Expenses Without Waivers, Reimbursements
and Earnings Credits ............................... 0.75% 0.73% 0.72% 0.73% 0.80% 1.44%
Net Investment Income Without Waivers,
Reimbursements and Earnings Credits ................ 3.17% 2.54% 2.92% 2.94% 2.78% 2.48%
----------------------------------------------------------------------------------------------------------------------------
</TABLE>
* Commencement of offering of class of shares.
# Short periods have been annualized.
+ Amount rounds to less than one million.
See notes to financial statements.
91
CHASE VISTA FUNDS FINANCIAL HIGHLIGHTS
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
Tax Free Money Market Fund
--------------------------------------------------------------
Premier Shares
--------------------------------------------------------------
Year Ended August 31,
-----------------------------------------------------------------
2000 1999 1998 1997 1996
-------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
Per Share Operating Performance
Net Asset Value, Beginning of Period ................ $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
-------- ------- ------- ------- -------
Income from Investment Operations:
Net Investment Income .............................. 0.03 0.03 0.03 0.03 0.03
Less Dividends from Net Investment Income ......... 0.03 0.03 0.03 0.03 0.03
-------- ------- ------- ------- -------
Net Asset Value, End of Period ...................... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
======== ======= ======= ======= =======
Total Return ........................................ 3.41% 2.78% 3.17% 3.19% 3.12%
Ratios/Supplemental Data:
Net Assets, End of Period (millions) ............... $ 120 $ 130 $ 133 $ 105 $ 145
Ratio to Average Net Assets:
Expenses ........................................... 0.55% 0.54% 0.53% 0.53% 0.58%
Net Investment Income .............................. 3.40% 2.74% 3.10% 3.13% 3.08%
Expenses Without Waivers, Reimbursements
and Earnings Credits ............................... 0.59% 0.56% 0.53% 0.53% 0.73%
Net Investment Income Without Waivers,
Reimbursements and Earnings Credits ................ 3.26% 2.72% 3.10% 3.13% 2.93%
-------------------------------------------------------------------------------------------------------------------------
</TABLE>
See notes to financial statements.
92
CHASE VISTA FUNDS FINANCIAL HIGHLIGHTS
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
Tax Free Money Market Fund
--------------------------------------------------------------
Institutional Shares
--------------------------------------------------------------
Year Ended August 31,
-----------------------------------------------------------------
2000 1999 1998 1997 1996
-------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
Per Share Operating Performance
Net Asset Value, Beginning of Period ................ $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
-------- ------- ------- ------- -------
Income from Investment Operations:
Net Investment Income .............................. 0.04 0.03 0.03 0.04 0.03
Less Dividends from Net Investment Income ......... 0.04 0.03 0.03 0.04 0.03
-------- ------- ------- ------- -------
Net Asset Value, End of Period ...................... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
======== ======= ======= ======= =======
Total Return ........................................ 3.71% 3.07% 3.45% 3.45% 3.40%
Ratios/Supplemental Data:
Net Assets, End of Period (millions) ............... $ 640 $ 476 $ 410 $ 286 $ 149
Ratio to Average Net Assets:
Expenses ........................................... 0.26% 0.26% 0.26% 0.26% 0.31%
Net Investment Income .............................. 3.67% 3.01% 3.37% 3.41% 3.33%
Expenses Without Waivers, Reimbursements
and Earnings Credits ............................... 0.39% 0.35% 0.26% 0.26% 0.31%
Net Investment Income Without Waivers,
Reimbursements and Earnings Credits ................ 3.54% 2.92% 3.37% 3.41% 3.33%
--------------------------------------------------------------------------------------------------------------------------
</TABLE>
See notes to financial statements.
93
CHASE VISTA FUNDS FINANCIAL HIGHLIGHTS
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
New York Tax Free Money Market Fund
----------------------------------------------------------------------
Vista Shares Reserve Shares
----------------------------------------------------------------------
Year Ended August 31, 7/31/00*
------------------------------------------------------ Through
2000 1999 1998 1997 1996 8/31/00
---------- -------- -------- -------- --------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Per Share Operating Performance
Net Asset Value, Beginning of Period ................ $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
------ ------ ------ ------ ------ ------
Income from Investment Operations:
Net Investment Income .............................. 0.03 0.03 0.03 0.03 0.03 --
Less Dividends from Net Investment Income ......... 0.03 0.03 0.03 0.03 0.03 --
------ ------ ------ ------ ------ -------
Net Asset Value, End of Period ...................... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
====== ====== ====== ====== ====== =======
Total Return ........................................ 3.27% 2.66% 3.03% 3.02% 2.85% 0.28%
Ratios/Supplemental Data:
Net Assets, End of Period (millions) ................ $1,831 $1,505 $1,372 $ 957 $ 890 $ +
Ratio to Average Net Assets:#
Expenses ........................................... 0.59% 0.59% 0.59% 0.59% 0.74% 0.79%
Net Investment Income .............................. 3.24% 2.61% 2.97% 2.97% 2.79% 3.04%
Expenses Without Waivers, Reimbursements
and Earnings Credits ............................... 0.70% 0.71% 0.72% 0.73% 0.83% 1.49%
Net Investment Income Without Waivers,
Reimbursements and Earnings Credits ................ 3.13% 2.49% 2.84% 2.83% 2.70% 2.34%
-----------------------------------------------------------------------------------------------------------------------------
</TABLE>
* Commencement of offering of class of shares.
# Short periods have been annualized.
+ Amount rounds to less than one million.
See notes to financial statements.
94
CHASE VISTA FUNDS FINANCIAL HIGHLIGHTS
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
California Tax Free Money Market Fund
--------------------------------------------------------------
Vista Shares
--------------------------------------------------------------
Year Ended August 31,
-----------------------------------------------------------------
2000 1999 1998 1997 1996
-------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
Per Share Operating Performance
Net Asset Value, Beginning of Period ............... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
-------- ------- ------- ------- -------
Income from Investment Operations:
Net Investment Income .............................. 0.03 0.03 0.03 0.03 0.03
Less Dividends from Net Investment Income ......... 0.03 0.03 0.03 0.03 0.03
-------- ------- ------- ------- -------
Net Asset Value, End of Period ...................... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
======== ======= ======= ======= =======
Total Return ........................................ 3.00% 2.66% 2.97% 3.02% 3.06%
Ratios/Supplemental Data:
Net Assets, End of Period (millions) ................ $ 78 $ 68 $ 50 $ 46 $ 43
Ratio of Average Net Assets:
Expenses ........................................... 0.55% 0.55% 0.55% 0.56% 0.56%
Net Investment Income .............................. 3.03% 2.55% 2.89% 2.99% 3.03%
Expenses Without Waivers, Reimbursements
and Earnings Credits ............................... 0.90% 0.94% 0.93% 0.86% 1.02%
Net Investment Income Without Waivers,
Reimbursements and Earnings Credits ................ 2.68% 2.16% 2.51% 2.69% 2.57%
-------------------------------------------------------------------------------------------------------------------------
</TABLE>
See notes to financial statements.
95
--------------------------------------------------------------------------------
REPORT OF INDEPENDENT ACCOUNTANTS
--------------------------------------------------------------------------------
To the Trustees and Shareholders of Mutual Fund Trust
In our opinion, the accompanying statements of assets and liabilities,
including the portfolios of investments, and the related statements of
operations and of changes in net assets and the financial highlights present
fairly, in all material respects, the financial position of Chase Vista 100%
U.S. Treasury Securities Money Market Fund, Chase Vista Treasury Plus Money
Market Fund, Chase Vista Federal Money Market Fund, Chase Vista U.S. Government
Money Market Fund, Chase Vista Cash Management Fund, Chase Vista Prime Money
Market Fund, Chase Vista Tax Free Money Market Fund, Chase Vista New York Tax
Free Money Market Fund and Chase Vista California Tax Free Money Market Fund
(separate portfolios of Mutual Fund Trust, hereafter referred to as the
"Trust") at August 31, 2000, the results of each of their operations for the
year then ended, the changes in each of their net assets for each of the two
years in the period then ended and the financial highlights for each of the
periods presented (for the four years in the period ended August 31, 2000 and
for the period December 1, 1995 through August 31, 1996 for Chase Vista 100%
U.S. Treasury Securities Money Market Fund and Chase Vista Cash Management
Fund), in conformity with accounting principles generally accepted in the
United States of America. These financial statements and financial highlights
(hereafter referred to as "financial statements") are the responsibility of the
Trust's management; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of these
financial statements in accordance with auditing standards generally accepted
in the United States of America, which require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation.
We believe that our audits, which included confirmation of securities at August
31, 2000 by correspondence with the custodian and brokers, provide a reasonable
basis for our opinion. The financial highlights of Chase Vista 100% U.S.
Treasury Securities Money Market Fund and Chase Vista Cash Management Fund for
the year ended November 30, 1995 were audited by other independent accountants
whose report dated January 19, 1996 expressed an unqualified opinion on these
financial highlights.
PricewaterhouseCoopers LLP
1177 Avenue of the Americas
New York, New York 10036
October 11, 2000
96
--------------------------------------------------------------------------------
TAX LETTER (UNAUDITED)
--------------------------------------------------------------------------------
Chase Vista 100% U.S. Treasury Securities Money Market Fund (USTS)
Chase Vista U.S. Government Money Market Fund (USG)
Chase Vista Treasury Plus Money Market Fund (TP)
Chase Vista Federal Money Market Fund (FED)
Chase Vista Cash Management Fund (CM)
Chase Vista Prime Money Market Fund (PRM)
Chase Vista Tax Free Money Market Fund (TF)
Chase Vista New York Tax Free Money Market Fund (NYTF)
Chase Vista California Tax Free Money Market Fund (CTF)
--------------------------------------------------------------------------------
Certain tax information regarding the Chase Vista Mutual Funds is required to
be provided to shareholders based upon the Funds' income and distributions for
the taxable year ended August 31, 2000. The information and distributions
reported in this letter may differ from the information and distributions
taxable to the shareholders for the calendar year ending December 31, 2000. The
information necessary to complete your income tax returns for the calendar year
ending December 31, 2000 will be received under separate cover.
The following schedule presents the source and percentage of income from
government obligations for the fiscal year ended August 31, 2000.
<TABLE>
<CAPTION>
USTS USG TP FED CM PRM
------------ ---------- ----------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
U.S. Treasury Obligations 100.00% 0.12% 22.80% 1.46% -- --
Federal Farm Credit Bank -- 3.20% -- 21.14% 0.13% --
Federal Home Loan Bank -- 36.74% -- 70.22% 2.24% 1.92%
Student Loan Marketing Association -- 8.36% -- 7.17% 0.65% --
Tennessee Valley Authority -- -- -- 0.01% -- --
Federal National Mortgage
Association -- 39.10% -- -- -- 0.01%
</TABLE>
Also, for the fiscal year ended August 31, 2000:
o The dividends paid from net investment income are 99.45%, 99.59%
and 99.74% exempt from Federal income tax for TF, NYTF and CTF,
respectively.
o For shareholders who are subject to the Alternative Minimum Tax, the income
from private activity bonds issued after August 7, 1986, which may be
considered a tax preference item, was 13.76%, 14.13% and 13.60% for TF,
NYTF, and CTF, respectively.
97
CHASE VISTA MONEY MARKET FUNDS ANNUAL REPORT
--------------------------------------------------------------------------------
Investment Adviser, Administrator,
Shareholder and Fund Servicing
Agent and Custodian
The Chase Manhattan Bank
Distributor
Vista Fund Distributors, Inc.
Transfer Agent
DST Systems, Inc.
Legal Counsel
Simpson Thacher & Bartlett
Independent Accountants
PricewaterhouseCoopers LLP
Chase Vista Funds are distributed by Vista Fund Distributors, Inc., which is
unaffiliated with The Chase Manhattan Bank. Chase and its respective affiliates
receive compensation from Chase Vista Funds for providing investment advisory
and other services.
This report is submitted for the general information of the shareholders of the
funds. It is not authorized for distribution to prospective investors in the
funds unless preceded or accompanied by a prospectus.
To obtain a prospectus for any of the Chase Vista Funds, call 1-800-34-VISTA.
The prospectus contains more complete information, including charges and
expenses. Please read it carefully before you invest or send money.
(c) The Chase Manhattan Corporation, 2000. All Rights Reserved. October 2000
[Logo]
CHASE VISTA FUNDS[RegTM]
Chase Vista Funds Fulfillment Center
393 Manley Street
West Bridgewater, MA 02379-1039
[front cover]
J.P. MORGAN
TREASURY MONEY MARKET RESERVES FUND
[jp morgan logo]
Annual Report
October 31, 2000
LETTER TO THE SHAREHOLDERS
--------------------------------------------------------------------------------
December 1, 2000
Dear Shareholder,
The J.P. Morgan Treasury Money Market Reserves Fund provided a total return
of 5.44% for the 12 months ended October 31, 2000. The Fund was competitive
with its peer group, the Lipper Institutional U.S. Treasury Money Market Funds
Average, which had a total return of 5.59% over the same time period.
The Fund maintained a stable net asset value of $1.00 throughout the year.
On October 31, 2000, the net assets of the Fund were approximately $460
million, while the assets of the Treasury Money Market Portfolio, in which the
Fund invests, totaled approximately $1.2 billion. Dividends of approximately
$0.05 per share were paid from ordinary income during the period.
On the pages that follow, the Fund's lead portfolio manager, Mark Settles,
discusses the fixed-income market in detail. Mark also explains the factors
that influenced fund performance during the fiscal period, and provides insight
in regard to positioning the Fund for the coming months.
As chairman and president of Asset Management Services, we appreciate your
investment in the Fund. If you have any comments or questions, please contact
your Morgan representative, or call J.P. Morgan Funds Services at (800)
766-7722.
Sincerely yours,
/signature/ /signature/
Ramon de Oliveira Keith M. Schappert
Chairman of Asset Management Services President of Asset Management Services
J.P. Morgan & Co. Incorporated J.P. Morgan & Co. Incorporated
TABLE OF CONTENTS
--------------------------------------------------------------------------------
Letter to the Shareholders 1
Fund Performance 2
Portfolio Manager Q&A 3
Fund Facts & Highlights 5
Financial Statements 6
1
FUND PERFORMANCE
--------------------------------------------------------------------------------
EXAMINING PERFORMANCE
One way to look at performance is to review a fund's average annual total
return. This calculation takes the fund's actual return and shows what would
have happened if the fund achieved that return by performing at a constant rate
each year. Average annual total returns represent the average yearly change in a
fund's value over various time periods, typically one, five, or ten years (or
since inception). Total returns for periods of less than one year are not
annualized and provide a picture of how a fund has performed over the
short-term.
<TABLE>
<CAPTION>
AVERAGE ANNUAL TOTAL RETURNS
----------------------------------
ONE THREE SINCE
YEAR YEARS INCEPTION*
AS OF OCTOBER 31, 2000
<S> <C> <C> <C>
J.P. Morgan Treasury Money Market
Reserves Fund 5.44% 5.05% 5.09%
Lipper Institutional U.S. Treasury
Money Market Fund Average 5.59% 5.07% 5.08%
<CAPTION>
AS OF SEPTEMBER 30, 2000
<S> <C> <C> <C>
J.P. Morgan Treasury Money Market
Reserves Fund 5.33% 5.03% 5.06%
Lipper Institutional U.S. Treasury
Money Market Fund Average 5.47% 5.04% 5.05%
</TABLE>
* The Fund commenced operations on June 1, 1999, and has provided an average
annual total return of 5.11% from that date through October 31, 2000. For the
purpose of comparison, the "three years" and "since inception" returns in the
table above reflect the performance of the J.P. Morgan Institutional Service
Treasury Money Market Fund, which had a lower expense ratio, and are calculated
from July 31, 1997, the first date when data for the Fund, and its Lipper
category average were both available.
Past performance is no guarantee of future results. Fund returns are net of
fees, assume the reinvestment of distributions and reflect reimbursement of
certain fund and portfolio expenses as described in the prospectus. Had expenses
not been subsidized, returns would have been lower. Lipper Analytical Services,
Inc. is a leading source for mutual fund data.
2
PORTFOLIO MANAGER Q&A
--------------------------------------------------------------------------------
[photo of Mark Settles]
The following is an interview with MARK SETTLES, vice president and member
of the portfolio management team for the Treasury Money Market Portfolio. Mark
joined Morgan in 1994, and spent five years trading fixed-income products in
our New York and London offices before coming to J.P. Morgan Investment
Management. Prior to joining Morgan, he was a foreign exchange trader at The
First National Bank of Chicago, and a teacher of government at the Paideia
School in Atlanta, Georgia. Mark holds a B.A. in economics from Columbia
University, and a Masters of Management from Northwestern University. This
interview was conducted on November 9, 2000, and reflects Mark's views on that
date.
What themes dominated fixed income markets over the past year?
One key theme of interest to our clients was the announcement--and
subsequent implementation-- of a program by the U.S. Treasury to buy back
government debt and issue fewer securities in the future. An effective reduction
in the supply, of what is globally perceived to be the lowest-risk investment,
had a profound effect on fixed income markets. It also spurred a search for
investment alternatives that can take the place of Treasuries in conservative
portfolios and hedging strategies.
Another key theme surfaced last spring when a senior Treasury official
questioned the nature of implied guarantees associated with certain government
sponsored entities. These agencies have traditionally funded themselves at
quasi-government type levels due to their near "risk-free" status. Investors
have long assumed that the U.S. government would stand behind such securities
with "full faith and credit." This questioning of the government's commitment
led to significant volatility in the agency and mortgage-backed securities
markets.
Also during this period, the Federal Reserve continued to raise interest
rates in an effort to tame economic growth. The Fed's last increase of 50 basis
points (0.50%) to 6.5% in May 2000, marked the sixth consecutive rate
increase--totaling 175 basis points (1.75%)--since June 1999. These moves, along
with an announced bias toward further tightening, served to markedly increase
volatility in U.S. and global equity markets. Around the same time, evidence
emerged that our economy was indeed slowing from its previous red-hot pace, and
that global growth was following suit.
As we moved toward the end of this reporting period, we also experienced a
major surge in energy prices. For the most part, corporations lacked the pricing
power to pass along higher costs, and we began to hear talk of a hard landing
for the U.S. economy. The equity markets fell, and the Treasury curve steepened
Is the U.S. Treasury's reduction of debt issuance across the entire maturity
spectrum, or is it focused on specific segments?
The Treasury is attempting to use part of the budget surplus to shorten the
average maturity of the country's outstanding debt. As a consequence, the very
existence of the 30-year bond has been called into question, and auctions for
the one-year bill, and two-, five-, and 10-year notes have all been reduced.
For example, the traditional monthly auction for the one-year bill has now moved
to a quarterly auction.
How was the Fund positioned while interest rates were rising?
The portfolio was positioned to take advantage of rising and very
attractive overnight rates through a significant allocation to overnight
repurchase agreements. This enabled us to capture most of the increases in the
Fed funds rate as it moved upward to 6.5%. We also looked to opportunistically
purchase one-year securities on price declines.
How are fixed income markets adjusting to changing dynamics?
Short-term fixed income mandates revolve around three essential
requirements: safety, liquidity, and return. With the present and expected
future decline in the availability of low risk Treasuries, all three of these
requirements have to be reevaluated and reintegrated into an investment
strategy. For example, we are searching for acceptable alternatives to
Treasuries, such as agency bonds.
3
PORTFOLIO MANAGER Q&A
--------------------------------------------------------------------------------
(Continued)
How are you dealing with these changes at J.P. Morgan?
We're spending a good deal of time educating our clients on the uses of
credit in a conservative portfolio, in particular the tools and strategies
needed to outperform in this market environment.
We've also taken significant steps toward reengineering our credit process
to take advantage of changing market dynamics. One of these steps has been the
development and implementation of improved guidelines regarding concentration
limits per credit.
Beyond this, we are continuing to forge closer relationships with both buy-
and sell-side analysts, and we're examining new electronic-based trading
solutions. These steps and others are helping us to fine-tune our credit
process so that we can meet the demands of today's marketplace.
How do you see things playing out in the fixed income markets over the coming
months?
We anticipate a bond friendly environment, one marked by continued
moderation in U.S. growth. As far as the Fed is concerned, the present behavior
of the market for Fed fund futures suggests that its next move might be an
easing of credit conditions. However, the recent surge in energy prices, the
firmness in unit labor costs, and associated inflationary fears, should keep the
Fed on hold for the time being.
How are you positioning the Fund in light of this outlook?
We are looking for additional opportunities to put more money to work in
one-year maturities, as the LIBOR curve steepens. Even so, we will likely
maintain a significant concentration in repurchase agreements, particularly if
the Fed Funds rate stays at 6.5% over the coming months. This is only sensible,
when you consider that the yield curve has been inverted during much of the last
six months. This means we have been able to pick up a higher yield from
shorter-term treasuries, without the price risk associated with longer-term
bonds.
4
FUND FACTS
--------------------------------------------------------------------------------
INVESTMENT OBJECTIVE
The J.P. Morgan Treasury Money Market Reserves Fund seeks to provide high
current income consistent with the preservation of capital and same-day
liquidity. The Fund is designed for investors who seek to preserve capital and
earn current income from a portfolio of direct obligations primarily issued by
the U.S. Treasury.
--------------------------------------------------------------------------------
Inception Date: 6/1/1999
--------------------------------------------------------------------------------
Fund Net Assets as of 10/31/2000:
$459,957,365
--------------------------------------------------------------------------------
Portfolio Net Assets as of 10/31/2000:
$1,168,240,299
--------------------------------------------------------------------------------
Dividend Payable Dates: MONTHLY
--------------------------------------------------------------------------------
Short-term Capital Gain Payable Date
(if applicable): MONTHLY
--------------------------------------------------------------------------------
Long-term Capital Gain Payable Date
(if applicable): 12/13/2000
EXPENSE RATIO
The Fund's current annualized expense ratio of 0.70% covers shareholders'
expenses for custody, tax reporting investment advisory, and shareholder
services, after reimbursement. The Fund is no-load and does not charge any
sales, redemption, or exchange fees. There are no additional charges for buying,
selling or safekeeping fund shares, or for wiring redemption proceeds from the
Fund.
FUND HIGHLIGHTS
--------------------------------------------------------------------------------
All data as of October 31, 2000
DAYS TO MATURITY
(As of percentage of total investment securities)
[data from pie chart]
0-30 Days 71.5%
31-60 Days 17.0%
90+ Days 11.5%
--------------------------------------------------------------------------------
Average 7-day Yield: 5.89%*
--------------------------------------------------------------------------------
Average Maturity: 30.0 DAYS
* Yield reflects the reimbursement of certain fund expenses as described in the
prospectus. Had expenses not been subsidized the average 7-day current yield
would have been 5.66%
DISTRIBUTED BY FUNDS DISTRIBUTOR, INC. J.P. MORGAN INVESTMENT MANAGEMENT INC.
SERVES AS INVESTMENT ADVISOR. SHARES OF THE FUND ARE NOT INSURED BY THE FDIC,
ARE NOT BANK DEPOSITS OR OTHER OBLIGATIONS OF THE FINANCIAL INSTITUTION AND ARE
NOT GUARANTEED BY THE FINANCIAL INSTITUTION. SHARES OF THE FUND ARE SUBJECT TO
INVESTMENT RISK, INCLUDING POSSIBLE LOSS OF THE PRINCIPAL INVESTED. WHILE THE
FUND SEEKS TO MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER SHARE, IT IS
POSSIBLE TO LOSE MONEY BY INVESTING IN THIS FUND.
Opinions expressed herein are based on current market conditions and are subject
to change without notice. The Fund invests through a master portfolio (another
fund with the same objective).
CALL J.P. MORGAN FUNDS SERVICES AT (800) 766-7722 FOR A PROSPECTUS CONTAINING
MORE COMPLETE INFORMATION ABOUT THE FUND, INCLUDING MANAGEMENT FEES AND OTHER
EXPENSES. PLEASE READ THE PROSPECTUS CAREFULLY BEFORE INVESTING.
5
J.P. MORGAN TREASURY MONEY MARKET RESERVES FUND
STATEMENT OF ASSETS AND LIABILITIES
--------------------------------------------------------------------------------
OCTOBER 31, 2000
<TABLE>
<S> <C>
ASSETS
Investment in The Treasury Money Market
Portfolio ("Portfolio"), at value $462,167,478
Receivable for Expense Reimbursements 92,790
Prepaid Trustees' Fee 935
Prepaid Expenses and Other Assets 80
------------------
TOTAL ASSETS 462,261,283
------------------
LIABILITIES
Dividends Payable to Shareholders 1,931,138
Shareholder Servicing Fee Payable 19,826
Administrative Services Fee Payable 9,533
Fund Services Fee Payable 328
Administration Fee Payable 235
Accrued Expenses and Other Liabilities 342,858
------------------
TOTAL LIABILITIES 2,303,918
------------------
NET ASSETS
Applicable to 460,011,713 Shares of Beneficial
Interest Outstanding (par value $0.001,
unlimited shares authorized) $459,957,365
==================
Net Asset Value, Offering and Redemption Price Per Share $1.00
==================
ANALYSIS OF NET ASSETS
Paid-in Capital $460,011,713
Accumulated Net Realized Loss on Investments (54,348)
------------------
NET ASSETS $459,957,365
==================
</TABLE>
6 The Accompanying Notes are an Integral Part of the Financial Statements.
J.P. MORGAN TREASURY MONEY MARKET RESERVES FUND
STATEMENT OF OPERATIONS
--------------------------------------------------------------------------------
FOR THE YEAR ENDED OCTOBER 31, 2000
INVESTMENT INCOME
<TABLE>
<S> <C>
INCOME
Allocated Interest Income $14,686,794
Allocated Portfolio Expenses (Net of Reimbursement $73,828) (465,583)
------------------
Net Investment Income Allocated from Portfolio 14,221,211
------------------
FUND EXPENSES
Shareholder Servicing Fee 696,365
Distribution Fee 580,304
Registration Fees 155,913
Administrative Services Fee 55,947
Transfer Agent Fees 21,368
Financial and Fund Accounting Services Fee 12,688
Professional Fees 11,300
Printing Expenses 9,634
Fund Services Fee 3,493
Administration Fee 2,522
Trustees' Fees and Expenses 1,211
Miscellaneous 2,621
------------------
Total Fund Expenses 1,553,366
Less: Reimbursement of Expenses (393,942)
------------------
Net Fund Expenses 1,159,424
------------------
NET INVESTMENT INCOME 13,061,787
------------------
NET REALIZED LOSS ON INVESTMENT ALLOCATED FROM PORTFOLIO (46,759)
------------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $13,015,028
==================
</TABLE>
The Accompanying Notes are an Integral Part of the Financial Statements. 7
J.P. MORGAN TREASURY MONEY MARKET RESERVES FUND
STATEMENTS OF CHANGES IN NET ASSETS
--------------------------------------------------------------------------------
FOR THE YEARS ENDED OCTOBER 31
<TABLE>
<CAPTION>
INCREASE IN NET ASSETS 2000 1999*
<S> <C> <C>
FROM OPERATIONS
Net Investment Income $ 13,061,787 $ 1,932,769
Net Realized Loss on Investment Allocated from Portfolio (46,759) (7,589)
--------------------------------
Net Increase in Net Assets Resulting from Operations 13,015,028 1,925,180
--------------------------------
DISTRIBUTIONS TO SHAREHOLDERS FROM
Net Investment Income (13,061,787) (1,932,769)
--------------------------------
TRANSACTIONS IN SHARES OF BENEFICIAL INTEREST
(AT A CONSTANT $1.00 PER SHARE)
Proceeds from Shares of Beneficial Interest Sold 1,535,487,167 385,553,639
Reinvestment of Dividends 3,407,333 1,016,463
Cost of Shares of Beneficial Interest Redeemed (1,167,519,167) (297,933,722)
--------------------------------
Net Increase from Transactions in
Shares of Beneficial Interest 371,375,333 88,636,380
--------------------------------
Total Increase in Net Assets 371,328,574 88,628,791
--------------------------------
NET ASSETS
Beginning of Year 88,628,791 -
--------------------------------
End of Year $ 459,957,365 $ 88,628,791
================= ================
</TABLE>
*For the Period June 1, 1999 (commencement of operations)
through October 31, 1999.
8
The Accompanying Notes are an Integral Part of the Financial Statements.
J.P. MORGAN TREASURY MONEY MARKET RESERVES FUND
FINANCIAL HIGHLIGHTS
--------------------------------------------------------------------------------
SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT
EACH PERIOD ARE AS FOLLOWS:
<TABLE>
<CAPTION>
FOR THE PERIOD
JUNE 1, 1999
FOR THE (COMMENCEMENT OF
YEAR ENDED OPERATIONS) THROUGH
OCTOBER 31, 2000 OCTOBER 31, 1999
--------------------------------------
<S> <C> <C>
NET ASSET VALUE PER SHARE, BEGINNING OF PERIOD $1.00 $1.00
----------------------------------------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income 0.05 0.02
Net Realized and Unrealized Gain on Investment 0.00(a) 0.00(a)
----------------------------------------
Total from Investment Operations 0.05 0.02
----------------------------------------
LESS DISTRIBUTIONS TO SHAREHOLDERS FROM
Net Investment Income (0.05) (0.02)
Net Realized Gain 0.00 0.00
----------------------------------------
Total Distributions to Shareholders (0.05) (0.02)
----------------------------------------
NET ASSET VALUE PER SHARE, END OF PERIOD $1.00 $1.00
========================================
RATIOS AND SUPPLEMENTAL DATA
Total Return 5.44% 1.82%(b)
Net Assets, End of Period (in thousands) $459,957 $88,629
Ratio to Average Net Assets
Net Expenses 0.70% 0.70%(c)
Net Investment Income 5.63% 4.38%(c)
Expenses without Reimbursement 0.90% 0.94%(c)
</TABLE>
(a) Less than $0.005.
(b) Not annualized.
(c) Annualized.
The Accompanying Notes are an Integral Part of the Financial Statements.
9
J.P. MORGAN TREASURY MONEY MARKET RESERVES FUND
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
OCTOBER 31, 2000
--------------------------------------------------------------------------------
1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION--J.P. Morgan Treasury Money Market Reserves Fund (the "Fund")
is a separate series of J.P. Morgan Institutional Funds, a Massachusetts
business trust (the "Trust") which was organized on November 4, 1992. The Trust
is registered under the Investment Company Act of 1940, as amended, as an
open-end management investment company. The Fund commenced operations on June
1, 1999.
The Fund invests all of its investable assets in The Treasury Money Market
Portfolio (the "Portfolio"), a diversified open-end management investment
company having the same investment objective as the Fund. The value of such
investment included in the Statement of Assets and Liabilities reflects the
Fund's proportionate interest in the net assets of the Portfolio (approximately
40% at October 31, 2000). The performance of the Fund is directly affected by
the performance of the Portfolio. The financial statements of the Portfolio,
including the Schedule of Investments, are included elsewhere in this report and
should be read in conjunction with the Fund's financial statements.
The preparation of financial statements in accordance with accounting
principles generally accepted in the United States requires management to make
estimates and assumptions that affect the reported amounts and disclosures.
Actual amounts could differ from those estimates. The following is a summary of
the significant accounting policies of the Fund:
SECURITY VALUATION--Valuation of securities by the Portfolio is discussed in
Note 1 of the Portfolio's Notes to Financial Statements that are included
elsewhere in this report.
INVESTMENT INCOME--The fund records its share of net investment income,
realized gain and loss and adjusts its investment in the portfolio each day.
All the net investment income and realized gain and loss of the portfolio is
allocated pro rata among the fund and other investors in the portfolio at the
time of such determination.
EXPENSES--Expenses incurred by the Trust with respect to any two or more
Funds in the Trust are allocated in proportion to the net assets of each Fund in
the Trust, except where allocations of direct expenses to each Fund can
otherwise be made fairly.
FEDERAL INCOME TAXES--Income distributions and capital gain distributions,
if any, are determined in accordance with income tax regulations which may
differ from generally accepted accounting principles. These differences are
primarily due to the differing treatment of net operating losses, foreign
currency and tax allocation. Accordingly, these permanent differences in the
character of income and distributions between financials statements and tax
basis have been reclassified to paid-in-capital.
For federal income tax purposes, the fund had a capital loss carry forward at
October 31, 2000 of $54,348 of which $7,589 expires in 2007 and $46,759 expires
in 2008. To the extent that this capital loss is used to offset future capital
gains, it is probable that gains to offset will not be distributed to
shareholders.
DISTRIBUTION TO SHAREHOLDERS--Distributions to a shareholder are recorded
on the ex-dividend date. Distributions from net investment income are declared
daily and paid monthly. Distributions from net short-term realized gains, if
any, will be distributed in accordance with the requirements of the Internal
Revenue Code of 1986 (the "Code"), as amended, and may be reflected in the
Fund's daily dividends. Distributions from net long-term realized gains, if any,
will be distributed annually, except that an additional capital gains
distribution may be made in a given year to the extent necessary to avoid the
imposition of federal excise tax on the Fund.
--------------------------------------------------------------------------------
2. TRANSACTIONS WITH AFFILIATES
ADMINISTRATIVE SERVICES--The Trust has an Administrative Services Agreement
(the "Services Agreement") with Morgan Guaranty Trust Company of New York
("Morgan") a wholly owned subsidiary of J.P. Morgan & Co. Incorporated ("J.P.
Morgan"), under which Morgan is responsible for certain aspects of the
administration and operation of the Fund. Under the Services Agreement, the
Trust has agreed to pay Morgan a fee equal to its allocable share of an annual
complex-wide charge. This charge is calculated based on the aggregate average
daily net assets of the Trust and certain other registered investment companies
for which J.P. Morgan Investment Management, Inc. ("JPMIM") acts as investment
advisor in accordance with the following annual schedule: 0.09% on the first $7
billion of their aggregate average daily net assets and 0.04% of their aggregate
average daily net assets in excess of $7 billion less the complex-wide fees
payable to Funds Distributor, Inc. The portion of this charge payable by the
Fund is determined by the proportionate share that its net assets bear to the
net assets of the Trust and certain other investment companies for which Morgan
provides similar services.
Morgan has agreed to reimburse the Fund to the extent necessary to maintain
the total operating expenses (which excludes interest and dividend expenses,
taxes and
10
J.P. MORGAN TREASURY MONEY MARKET RESERVES FUND
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
(Continued)
OCTOBER 31, 2000
--------------------------------------------------------------------------------
2. TRANSACTIONS WITH AFFILIATES (CONTINUED)
extraordinary items) of the Fund, including the expenses allocated to the
Fund from the Portfolio, at no more than 0.70% of the average daily net assets
of the Fund. This reimbursement arrangement can be changed or terminated at
any time after February 28, 2001, at the option of Morgan.
ADMINISTRATION--The Trust has retained Funds Distributor, Inc. ("FDI"), a
registered broker-dealer, to serve as the co-administrator and distributor for
the Fund. Under a Co-Administration Agreement between FDI and the Trust, FDI
provides administrative services necessary for the operations of the Fund,
furnishes office space and facilities required for conducting the business of
the Fund and pays the compensation of the Fund's officers affiliated with FDI.
The Fund has agreed to pay FDI fees equal to its allocable share of an annual
complex-wide charge of $425,000 plus FDI's out-of-pocket expenses. The portion
of this charge payable by the Fund is determined by the proportionate share that
its net assets bear to the net assets of the Trust and certain other investment
companies for which FDI provides similar services.
DISTRIBUTION PLAN--The Trust, on behalf of the Fund, has a Distribution Plan
with respect to services related to distributing fund shares, which authorizes
it to compensate certain financial institutions, securities dealers, and other
industry professionals that have entered into written agreements with the Fund
in respect to these services. The agreement provides for the Fund to pay a fee
for these services which is computed daily and paid monthly at an annual rate
not to exceed 0.25% of the value of the average daily net assets of the Fund.
The amount paid to such institutions is based on the daily value of shares owned
by their clients.
SHAREHOLDER SERVICING--The Trust has a Shareholder Servicing Agreement with
Morgan under which Morgan provides account administration and personal account
maintenance service to Fund shareholders. The agreement provides for the Fund to
pay Morgan a fee for these services that is computed daily and paid monthly at
an annual rate of 0.05% of the average daily net assets of the Fund.
The Trust on behalf of the Fund, has a service Plan with respect to fund
shares which authorizes it to compensate Service Organizations for providing
account administration and other services to their customers who are beneficial
owners of such shares. The Fund will enter into agreements with Service
Organizations which purchase shares on behalf of their customers ("Service
Agreements"). The Service Agreements provide that the Fund pay Service
Organizations a fee which is computed daily and paid monthly at an annual rate
of up to 0.25% of the average daily net assets of the Fund with respect to the
shares of the Fund attributable to or held in the name of the Service
Organization for its customers.
FUND SERVICES--The Trust has a Fund Services Agreement with Pierpont Group,
Inc. ("PGI") to assist the Trustees in exercising their overall supervisory
responsibilities for the Trust's affairs. The Trustees of the Trust represent
all the existing shareholders of PGI.
Each Trustee receives an aggregate annual fee of $75,000 for serving on the
boards of the Trust, the J.P. Morgan Funds, the J.P. Morgan Institutional Funds,
and other registered investment companies in which they invest. The Trustees'
Fees and Expenses shown in the financial statements represent the Fund's
allocated portion of the total Trustees' fees and expenses. The Trust's Chairman
and Chief Executive Officer also serves as Chairman of PGI and receives
compensation and employee benefits from PGI. The allocated portion of such
compensation and benefits included in the Fund Services Fee shown on the
Statement of Operations was $700.
--------------------------------------------------------------------------------
3. SUBSEQUENT EVENTS
On September 13, 2000, J.P. Morgan & Co. Incorporated and The Chase
Manhattan Corporation announced that they have entered into an agreement and
plan of merger. The transaction is expected to close in December 2000 and is
subject to approval by shareholders of both companies.
11
REPORT OF INDEPENDENT ACCOUNTANTS
--------------------------------------------------------------------------------
To the Trustees and Shareholders of
J.P. Morgan Treasury Money Market Reserves Fund
In our opinion, the accompanying statement of assets and liabilities and the
related statements of operations and of changes in net assets and the financial
highlights present fairly, in all material respects, the financial position of
J.P. Morgan Treasury Money Market Reserves Fund (one of the series constituting
part of the J.P. Morgan Institutional Funds, hereafter referred to as the
"Fund") at October 31, 2000, the results of its operations for the year then
ended, and the changes in its net assets and the financial highlights for the
year then ended and for the period June 1, 1999 (commencement of operations)
through October 31, 1999, in conformity with accounting principles generally
accepted in the United States of America. These financial statements and
financial highlights (hereafter referred to as "financial statements") are the
responsibility of the Fund's management; our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audits of these financial statements in accordance with auditing standards
generally accepted in the United States of America, which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
PricewaterhouseCoopers LLP
New York, New York
December 21, 2000
12
THE TREASURY MONEY MARKET PORTFOLIO
Annual Report October 31, 2000
(The following pages should be read in conjunction with J.P. Morgan Treasury
Money Market Reserves Fund Annual Financial Statements)
13
THE TREASURY MONEY MARKET PORTFOLIO - SCHEDULE OF INVESTMENTS
--------------------------------------------------------------------------------
OCTOBER 31, 2000
<TABLE>
<CAPTION>
PRINCIPAL AMOUNT VALUE
--------------------------------------------------------------------------------
<S> <C> <C>
REPURCHASE AGREEMENTS - 71.5%
$ 50,000,000 Chase Repurchase Agreement, 6.56%, dated
10/31/00, proceeds include interest
$50,009,111, due 11/01/00
(collateralized by $49,563,000
U.S. Treasury Notes, 6.50%,
due 08/31/01 through 02/15/10,
valued at $50,989,865) $ 50,000,000
50,000,000 Credit Suisse First Boston Repurchase
Agreement, 6.52% dated 10/31/00,
proceeds include interest
$50,009,056, due 11/1/00 (a) 50,000,000
200,000,000 Deutsche Morgan Grenfel Repurchase
Agreement, 6.55%, dated 10/31/00,
proceeds include interest
$200,036,389, due 11/1/00 (b) 200,000,000
133,650,000 Goldman Sachs Repurchase Agreement,
6.55%, dated 10/31/00, proceeds include
interest $133,674,317,
due 11/1/00 (c) 133,650,000
50,000,000 Greenwich Repurchase Agreement, 6.55%,
dated 10/31/00, proceeds include interest
$50,009,097, due 11/1/00 (collateralized by
$50,380,000 U.S. Treasury Notes, 5.50%,
due 5/31/03, valued at
$51,003,290) 50,000,000
50,000,000 Lehman Repurchase Agreement, 6.56%,
dated 10/31/00, proceeds include interest
$50,009,111, due 11/1/00 (collateralized
by $47,615,000 U.S.
Treasury Note, 4.25% due 1/15/10,
valued at $51,004,911) 50,000,000
50,000,000 Merrill Lynch Repurchase Agreement, 6.50%,
dated 10/31/00, proceeds include interest
$50,009,028, due 11/1/00 (d) 50,000,000
50,000,000 Morgan Stanley Repurchase Agreement,
6.48%, dated 10/31/00, proceeds include
interest $50,009,000,
due 11/1/00 (e) 50,000,000
200,000,000 Salomon Repurchase Agreement, 6.56%,
dated 10/31/00, proceeds include interest
$200,036,444, due 11/1/00 (f) 200,000,000
------------------
TOTAL REPURCHASE AGREEMENTS 833,650,000
------------------
</TABLE>
<TABLE>
<CAPTION>
U.S. TREASURY SECURITIES - 28.5%
<S> <C> <C>
$200,000,000 United States Treasury Bills, 6.31%, 12/21/00 $ 198,250,000
35,000,000 United States Treasury Notes, 4.50%, 1/31/01 34,831,646
25,000,000 United States Treasury Notes, 4.88%, 3/31/01 24,831,022
40,000,000 United States Treasury Notes, 5.63%, 5/15/01 39,830,350
35,000,000 United States Treasury Notes, 6.50%, 8/31/01 35,047,852
------------------
TOTAL U.S. TREASURY SECURITIES 332,790,870
------------------
TOTAL INVESTMENTS AT AMORTIZED
COST AND VALUE - 100% $1,166,440,870
==================
</TABLE>
<TABLE>
<S> <C>
(a) Collateralized by:
U.S. Treasury Note $14,792,000, 6.13% due 12/31/01
U.S. Treasury Note $12,678,000, 6.50% due 5/31/02
U.S. Treasury Note $23,425,000, 5.75% due 10/31/02
Valued at $51,510,530
(b) Collateralized by:
U.S. Treasury Bond $41,395,000, 14.25% due 2/15/02
U.S. Treasury Bond $8,933,000, 12.50% due 8/15/14
U.S. Treasury Bond $43,158,000, 10.38% due 11/15/12
U.S. Treasury Bond $66,933,000, 3.63% due 4/15/28
U.S. Treasury STRIP $67,235,000 due 11/15/21
Valued at $200,000,081
(c) Collateralized by:
U.S. Treasury Note $97,885,000, 5.88% due 11/15/04
U.S. Treasury Bond $22,000,000, 14.00% due 11/15/11
U.S. Treasury STRIP $6,919,000 due 2/15/14 through 11/15/14
Valued at $133,650,624
(d) Collateralized by:
U.S. Treasury Bills $250,000, 14.00% due 11/15/11
U.S. Treasury Bonds $22,580,000, 9.00% due 11/15/18
U.S. Treasury Note $2,016,000, 5.25% due 5/31/01
U.S. Treasury STRIP $33,843,000 due 11/15/11
Valued at $51,001,202
(e) Collateralized by:
U.S. Treasury Bills $42,100,000 due 04/19/01 through 08/30/01
U.S. Treasury Note $12,000,000, 5.00% due 04/30/01
Valued at $51,530,566
(f) Collateralized by:
U.S. Treasury Note $172,475,000, 5.63% due 5/15/08
U.S. Treasury Note $28,760,000, 6.13% due 8/15/07
Valued at $200,462,878
</TABLE>
STRIP - Separate Trading of Registered Interest and Principal.
14 The Accompanying Notes are an Integral Part of the Financial Statements.
THE TREASURY MONEY MARKET PORTFOLIO
STATEMENT OF ASSETS AND LIABILITIES
--------------------------------------------------------------------------------
OCTOBER 31, 2000
<TABLE>
<S> <C>
ASSETS
Investments at Amortized Cost and Value $ 332,790,870
Repurchase Agreement at Amortized Cost and Value 833,650,000
Interest Receivable 2,085,769
Prepaid Trustees' Fees and Expenses 1,866
Prepaid Expenses and Other Assets 1,832
Receivable for Expense Reimbursement 23,122
--------------------
Total Assets 1,168,553,459
--------------------
LIABILITIES
Advisory Fee Payable 179,762
Due to Custodian 28,450
Administrative Services Fee Payable 22,731
Fund Services Fee Payable 747
Administration Fee Payable 290
Accrued Expenses and Other Liabilities 81,180
--------------------
Total Liabilities 313,160
--------------------
NET ASSETS
Applicable to Investors' Beneficial Interests $1,168,240,299
====================
</TABLE>
The Accompanying Notes are an Integral Part of the Financial Statements. 15
THE TREASURY MONEY MARKET PORTFOLIO
STATEMENT OF OPERATIONS
--------------------------------------------------------------------------------
FOR THE YEAR ENDED OCTOBER 31, 2000
<TABLE>
<S> <C>
INVESTMENT INCOME
INCOME
Interest Income $61,912,210
--------------------
EXPENSES
Advisory Fee 2,000,272
Administrative Services Fee 251,048
Custodian Fees and Expenses 110,976
Professional Fees 40,739
Fund Services Fee 16,550
Trustees' Fees and Expenses 12,280
Administration Fee 6,803
Miscellaneous Expenses 12,798
--------------------
Total Expenses 2,451,466
Less: Reimbursement of Expenses (394,705)
--------------------
Net Expenses 2,056,761
--------------------
NET INVESTMENT INCOME 59,855,449
--------------------
NET REALIZED LOSS ON INVESTMENTS (267,969)
--------------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $59,587,480
====================
</TABLE>
The Accompanying Notes are an Integral Part of the Financial Statements.
16
THE TREASURY MONEY MARKET PORTFOLIO
STATEMENTS OF CHANGES IN NET ASSETS
--------------------------------------------------------------------------------
FOR THE YEARS ENDED OCTOBER 31
<TABLE>
<CAPTION>
INCREASE (DECREASE) IN NET ASSETS 2000 1999
<S> <C> <C>
FROM OPERATIONS
Net Investment Income $ 59,855,449 $ 41,654,130
Net Realized Loss on Investments (267,969) (49,014)
------------------ -----------------
Net Increase in Net Assets Resulting from Operations 59,587,480 41,605,116
------------------ -----------------
TRANSACTIONS IN INVESTORS' BENEFICIAL INTERESTS
Contributions 4,912,395,308 4,599,123,657
Withdrawals (4,978,197,544) (4,171,320,392)
------------------ -----------------
Net Increase (Decrease) from Investors' Transactions (65,802,236) 427,803,265
------------------ -----------------
Total Increase (Decrease) in Net Assets (6,214,756) 469,408,381
------------------ -----------------
NET ASSETS
Beginning of Year 1,174,455,055 705,046,674
------------------ -----------------
End of Year $1,168,240,299 $1,174,455,055
================== =================
</TABLE>
SUPPLEMENTARY DATA
<TABLE>
<CAPTION>
FOR THE PERIOD
JULY 7, 1997
(COMMENCEMENT OF
FOR THE YEARS ENDED OCTOBER 31 OPERATIONS) THROUGH
2000 1999 1998 OCTOBER 31, 1997
-------------------------------------------------------------
<S> <C> <C> <C> <C>
RATIOS TO AVERAGE NET ASSETS
Net Expenses 0.20% 0.20% 0.12% 0.04%(a)
Net Investment Income 5.82% 4.75% 5.35% 5.52%(a)
Expenses without Reimbursement 0.24% 0.24% 0.27% 0.52%(a)
</TABLE>
(a) Annualized.
The Accompanying Notes are an Integral Part of the Financial Statements.
17
THE TREASURY MONEY MARKET PORTFOLIO NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
OCTOBER 31, 2000
--------------------------------------------------------------------------------
1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION--The Treasury Money Market Portfolio (the "Portfolio") is one
of two subtrusts ("Portfolios") comprising Series Portfolio II. Series Portfolio
II is registered under the Investment Company Act of 1940, as amended, as a
no-load diversified, open-end management investment company which was organized
as a trust under the laws of the State of New York on January 9, 1997. The
Portfolio commenced operations on July 7, 1997. The Portfolio's investment
objective is to provide high current income consistent with the preservation of
capital and same-day liquidity. The Declaration of Trust permits the Trustees to
issue an unlimited number of beneficial interests in the Portfolio.
The preparation of financial statements in accordance with accounting
principles generally accepted in the United States requires management to make
estimates and assumptions that affect the reported amounts and disclosures.
Actual amounts could differ from those estimates. The following is a summary of
the significant accounting policies of the Portfolio:
SECURITY VALUATIONS--Investments are valued at amortized cost which
approximates market value. The amortized cost method of valuation values a
security at its cost at the time of purchase and thereafter assumes a constant
amortization to maturity of any discount or premium, regardless of the impact
of fluctuating interest rates on the market value of the instruments.
REPURCHASE AGREEMENTS--The Portfolio's custodian (or designated
subcustodians, as the case may be under tri-party repurchase agreements) takes
possession of the collateral pledged for investments in repurchase agreements
on behalf of the Portfolio. It is the policy of the Portfolio to mark-to-market
the collateral on a daily basis to determine that the value, including accrued
interest, is at least equal to the repurchase price plus accrued interest. In
the event of default of the obligation to repurchase, the Portfolio has the
right to liquidate the collateral and apply the proceeds in satisfaction of the
obligation. In the event of default or bankruptcy by the seller of the
agreement, realization and/or retention of the collateral or proceeds may be
subject to legal proceedings.
SECURITY TRANSACTIONS--Security transactions are accounted for as of the
trade date. Realized gains and losses are determined on the identified cost
basis, which is also used for federal income tax purposes.
INVESTMENT INCOME--Interest income is recorded on the accrual basis and
includes accretion of discounts and amortization of premiums.
EXPENSES--Expenses incurred by Series Portfolio II with respect to any two
or more portfolios in Series Portfolio II, are allocated in proportion to the
net asssets of each portfolio in Series Portfolio II, except where allocations
of direct expenses to each portfolio can otherwise be made fairly. Expenses
directly attributable to a portfolio are charged to that portfolio.
INCOME TAX STATUS--The Portfolio intends to be treated as a partnership for
federal income tax purposes. As such, each investor in the Portfolio will be
taxed on its share of the Portfolio's ordinary income and capital gains. It is
intended that the Portfolio's assets will be managed in such a way that an
investor in the Portfolio will be able to satisfy the provisions of the Internal
Revenue Code. The cost of securities is substantially the same for book and
tax purposes.
DISTRIBUTION TO SHAREHOLDERS--Distributions to a shareholder are recorded
on the ex-dividend date. Distributions from net investment income are declared
daily and paid monthly. Distributions from net short-term realized gains, if
any, will be distributed in accordance with the requirements of the Internal
Revenue Code of 1986 (the "Code"), as amended, and may be reflected in the
Fund's daily dividends. Distributions from net long-term realized gains, if any,
will be distributed annually, except that an additional capital gains
distribution may be made in a given year to the extent necessary to avoid the
imposition of federal excise tax on the Fund.
--------------------------------------------------------------------------------
2. TRANSACTIONS WITH AFFILIATES
ADVISORY--The Portfolio has an Investment Advisory Agreement with J.P.
Morgan Investment Management Inc. ("JPMIM"), an affiliate of Morgan Guaranty
Trust Company of New York ("Morgan") and a wholly owned subsidiary of J.P.
Morgan & Co. Incorporated ("J.P. Morgan"). Under the terms of the agreement,
the Portfolio pays JPMIM at an annual rate of 0.20% of the Portfolio's average
daily net assets up to $1 billion and 0.10% on any excess over $1 billion.
ADMINISTRATIVE SERVICES--The Portfolio has an Administrative Services
Agreement (the "Services Agreement") with Morgan under which Morgan is
responsible for certain aspects of the administration and operation of the
Portfolio. Under the Services Agreement, the Portfolio has agreed to pay Morgan
a fee equal to its allocable share of an annual complex-wide charge. This charge
is calculated based on the aggregate average daily net assets of the Portfolio
and certain other registered
18
THE TREASURY MONEY MARKET PORTFOLIO NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
(Continued)
OCTOBER 31, 2000
--------------------------------------------------------------------------------
2. TRANSACTIONS WITH AFFILIATES (CONTINUED)
investment companies for which JPMIM acts as investment advisor in
accordance with the following annual schedule: 0.09% on the first $7 billion of
their aggregate average daily net assets and 0.04% of their aggregate average
daily net assets in excess of $7 billion less the complex-wide fees payable to
Funds Distributor, Inc. The portion of this charge payable by the Portfolio is
determined by the proportionate share that its net assets bear to the net
assets of the Trust and certain other investment companies for which Morgan
provides similar services.
Morgan has agreed to reimburse the Portfolio to the extent necessary to
maintain the total operating expenses (which excludes interest and dividend
expenses, taxes and extraordinary items) of the Portfolio at no more than
0.20% of the average daily net assets of the Portfolio. This reimbursement
arrangement can be changed or terminated at any time after February 28, 2001,
at the option of J.P. Morgan.
ADMINISTRATION--The Portfolio has retained Funds Distributor, Inc. ("FDI"),
a registered broker-dealer, to serve as the co-administrator and distributor
for the Fund. Under a Co-Administration Agreement between FDI and the Portfolio,
FDI provides administrative services necessary for the operations of the
Portfolio, furnishes office space and facilities required for conducting the
business of the Portfolio and pays the compensation of the Portfolio's officers
affiliated with FDI. The Portfolio has agreed to pay FDI fees equal to its
allocable share of an annual complex-wide charge of $425,000 plus FDI's out-of-
pocket expenses. The portion of this charge payable by the Portfolio is
determined by the proportionate share that its net assets bear to the net
assets of the Trust and certain other investment companies for which FDI
provides similar services.
FUND SERVICES--The Portfolio has a Fund Services Agreement with Pierpont
Group, Inc. ("PGI") to assist the Trustees in exercising their overall
supervisory responsibilities for the Portfolio's affairs. The Trustees of the
Portfolio represent all the existing shareholders of PGI.
Each Trustee receives an aggregate annual fee of $75,000 for serving on the
boards of the Trust, the J.P. Morgan Funds, the J.P. Morgan Institutional Funds,
and other registered investment companies in which they invest. The Trustees'
Fees and Expenses shown in the financial statements represent the Portfolio's
allocated portion of the total Trustees' fees and expenses. The Trust's Chairman
and Chief Executive Officer also serves as Chairman of PGI and receives
compensation and employee benefits from PGI. The allocated portion of such
compensation and benefits included in the Fund Services Fee shown on the
Statement of Operations was $3,100.
--------------------------------------------------------------------------------
3. SUBSEQUENT EVENTS
On September 13, 2000, J.P. Morgan & Co. Incorporated and The Chase
Manhattan Corporation announced that they have entered into an agreement and
plan of merger. The transaction is expected to close in December 2000 and is
subject to approval by shareholders of both companies.
19
REPORT OF INDEPENDENT ACCOUNTANTS
--------------------------------------------------------------------------------
To the Trustees and Investors of
The Treasury Money Market Portfolio
In our opinion, the accompanying statement of assets and liabilities, including
the schedule of investments, and the related statements of operations and of
changes in net assets and the supplementary data present fairly, in all material
respects, the financial position of The Treasury Money Market Portfolio (the
"Portfolio") at October 31, 2000, the results of its operations for the year
then ended, the changes in its net assets for each of the two years in the
period then ended and the supplementary data for each of the three years in the
period then ended and for the period July 7, 1997 (commencement of operations)
through October 31, 1997, in conformity with accounting principles generally
accepted in the United States of America. These financial statements and
supplementary data (hereafter referred to as "financial statements") are the
responsibility of the Portfolio's management; our responsibility is to express
an opinion on these financial statements based on our audits. We conducted our
audits of these financial statements in accordance with auditing standards
generally accepted in the United States of America, which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits, which included confirmation of securities at October
31, 2000 by correspondence with the custodian and brokers, provide a reasonable
basis for our opinion.
PricewaterhouseCoopers LLP
New York, New York
December 21, 2000
[back cover]
J.P. MORGAN INSTITUTIONAL FUNDS
Prime Money Market Reserves Fund
---------------------------------------------------------------------
Treasury Money Market Reserves Fund
---------------------------------------------------------------------
For more information on the J.P. Morgan Institutional Funds, call J.P.
Morgan Funds Services at (800) 766-7722.
---------------------------------------------------------------------
Morgan Guaranty Trust Company MAILING
500 Stanton Christiana Road INFORMATION
Newark, Delaware 19713-2107
IN-ANN-23746 1000