-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PP0qO4FTRUNunBJvCYa/1vInwfu6L898yMLEBiTb232NMV2hPR760KM7i9XiVwhT c4s/La0XMjk57HEMCoofBA== 0000912057-01-519206.txt : 20010611 0000912057-01-519206.hdr.sgml : 20010611 ACCESSION NUMBER: 0000912057-01-519206 CONFORMED SUBMISSION TYPE: 485BPOS PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010608 EFFECTIVENESS DATE: 20010608 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MUTUAL FUND TRUST CENTRAL INDEX KEY: 0000919034 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: MA FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: SEC FILE NUMBER: 333-48570 FILM NUMBER: 1657153 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: SEC FILE NUMBER: 811-08358 FILM NUMBER: 1657154 BUSINESS ADDRESS: STREET 1: 1 CHASE MANHATTAN PLAZA STREET 2: 3RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10081 MAIL ADDRESS: STREET 1: ONE CHASE SQUARE 7TH FLOOR CITY: ROCHESTER STATE: NY ZIP: 14643 485BPOS 1 a2050863z485bpos.txt 485POS As filed with the Securities and Exchange Commission on June 8, 2001 Registration No. 333-48570/811-8358 ================================================================================ U.S. Securities and Exchange Commission Washington, DC 20549 FORM N-14 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Pre-Effective Amendment No. Post-Effective Amendment No. 1 (Check appropriate box or boxes) Exact Name of Registrant as Specified in Charter: MUTUAL FUND TRUST Area Code and Telephone Number: 1-800-348-4782 Address of Principal Executive Offices: 522 Fifth Avenue New York, NY 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. BAUMGARDNER, c/o J.P. Morgan Fleming Asset Simpson Thacher & Bartlett JR. ESQ. Management (USA) Inc. 425 Lexington Avenue Sullivan & Cromwell 522 Fifth Avenue New York, NY 10017-3954 125 Broad Street New York, NY 10036 New York, NY 10004 ================================================================================ It is proposed that this filing will become effective immediately upon filing pursuant to Rule 485(b) under the Securities Act of 1933. EXPLANATORY NOTE The combined prospectus/proxy statement and statement of additional information included in Registrant's filing pursuant to Rule 497 on December 13, 2000 are incorporated herein by reference. 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 Part C-1 Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a trustee, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such trustee, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. Item 16. Exhibits. --------------- Declaration of Trust. 1 Declaration of Trust, as amended. (1) 2 By-laws. (1) 3 None. 4 Agreement and Plan of Reorganization filed as Appendix A to the Combined Prospectus/Proxy Statement. (12) 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).(13) 10(d) Form of Rule 18f-3 Multi-Class Plan.(13) Part C-2 11 None. 12 Opinion and Consent of Simpson Thacher & Bartlett as to Tax Consequences.(10) 13(a) Transfer Agency Agreement. (1) 13(b) Form of Shareholder Servicing Agreement. (6) 13(c) Form of Administration Agreement.(6) 14 None. 15 None. 16 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. (13) 16(b) Powers of Attorney for: Sarah E. Jones and Leonard M. Spalding, Jr. (13) 17 (a) Form of Proxy Card. (12) 17 (b) Prospectus for Chase Vista Prime Money Market Fund. (12) 17 (c) Prospectus for Chase Money Market Fund. (12) 17 (d) Statement of Additional Information of MFT. (12) 17 (e) Statement of Additional Information of MFIT. (12) 17 (f) Annual Report to Shareholders of Chase Vista Prime Money Market Fund dated August 31, 2000. (12) 17 (g) Annual Report to Shareholders of Chase Money Market Fund dated December 31, 1999. (12) 17 (h) Semi-Annual Report to Shareholders of Chase Money Market Fund dated June 30, 2000. (12) - -------- (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. (12) Filed as an Exhibit to the Registration Statement on Form N-14 of the Registrant (File No. 333-48570) as filed with the Securities and Exchange Commission on October 25, 2000. (13) Filed as an Exhibit to the Registration Statement on Form N-14 of the Registrant (File No. 333-58884) as filed with the Securities and Exchange Commission on April 13, 2001. 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 Part C-4 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 Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant has certified that it meets all requirements for effectiveness pursuant to 485(b) under the Securities Act of 1933 and has duly caused this Post-Effective Amendment to its Registration Statement on Form N-14 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York and the State of New York on the 8th day of June, 2001. MUTUAL FUND TRUST Registrant By: /s/ Fergus Reid, III ----------------------------------------- Fergus Reid, III Chairman Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment to the Registration Statement has been signed below by the following persons in the capacities indicated on June 8, 2001. /s/ Fergus Reid, III Chairman and Trustee - ------------------------------- Fergus Reid, III * 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/ Martin R. Dean Attorney in Fact* - ------------------------------- Martin R. Dean EXHIBITS ITEM DESCRIPTION (12) Opinion and Consent of Simpson Thacher & Bartlett as to Tax Consequences. EX-99.(12) 2 a2050863zex-99_12.txt EXHIBIT 99.(12) - OPINION AND CONSENT Simpson Thacher & Bartlett 425 Lexington Avenue New York, New York 10017 February 16, 2001 Mutual Fund Investment Trust 1211 Avenue of the Americas 41st Floor New York, NY 10036 Mutual Fund Trust 1211 Avenue of the Americas 41st Floor New York, NY 10036 Re: Agreement and Plan of Reorganization dated as of October 31, 2000 by and between Mutual Fund Investment Trust and Mutual Fund Trust ------------------------------------------------------------ Ladies and Gentlemen: We have acted as legal counsel for Mutual Fund Investment Trust ("Transferor Trust"), a Massachusetts business trust, Chase Money Market Fund ("Transferor Portfolio"), Mutual Fund Trust ("Acquiring Trust"), a Massachusetts business trust, and Chase Vista Prime Money Market Fund ("Acquiring Portfolio") in connection with the proposed transfer of the assets and liabilities of Transferor Portfolio to Acquiring Portfolio pursuant to the Agreement and Plan of Reorganization by and between Transferor Trust and Acquiring Trust, dated as of October 31, 2000 (the "Plan"). Except as otherwise provided, any capitalized term not defined herein shall have the meaning given to such term in the Plan. In that connection, you have requested our opinion regarding the material United States federal income tax consequences of the Reorganization. In providing our opinion, we have examined the Plan, the Registration Statement under the Securities Act of 1933 on form N-14, dated as of February 16, 2001, related to the Plan, the Representation Letters (as hereinafter defined), and such other documents and corporate records as we have deemed necessary or appropriate for purposes of our opinion. In our examination of such documents and in our 2 reliance upon them in issuing this opinion, we have assumed, with your consent, that all the documents submitted to us as photocopies or by telecopy faithfully reproduce the originals thereof; that the originals are authentic; that all such documents submitted to us have been or will be duly executed and validly signed (or filed, where applicable) to the extent required in substantially the same form as they have been provided to us; and that each executed document will constitute the legal, valid, binding, and enforceable agreement of the signatory parties. In rendering our opinion, we have also assumed that (i) the Reorganization will be consummated in accordance with the provisions set forth in the Plan, (ii) the statements concerning the Reorganization set forth in the Plan and the Registration Statement are and will remain true, correct and complete, (iii) the factual representations made to us by Acquiring Trust and Transferor Trust in their respective letters to us each dated the date hereof, and delivered to us for purposes of this opinion are and will remain true, correct and complete (such letters, collectively, the "Representation Letters"), and (iv) all obligations imposed on, or covenants agreed to by, the parties pursuant to any of the documents have been or will be performed or satisfied in accordance with their terms in all material respects. Based upon the foregoing, in our opinion, for United States federal income tax purposes: (i) the Reorganization will constitute a reorganization within the meaning of Section 368(a)(1) of the Internal Revenue Code of 1986, as amended (the "Code"), with respect to Acquiring Portfolio and Transferor Portfolio; (ii) no gain or loss will be recognized by Acquiring Portfolio or Transferor Portfolio upon the transfer of all the assets and liabilities, if any, of Transferor Portfolio to Acquiring Portfolio solely in exchange for shares of Acquiring Portfolio or upon the distribution of the shares of Acquiring Portfolio to the holders of the shares of Transferor Portfolio solely in exchange for all of their shares of Transferor Portfolio; (iii) no gain or loss will be recognized by the shareholders of Transferor Portfolio upon the exchange of shares of Transferor Portfolio solely for shares of Acquiring Portfolio pursuant to the Reorganization; (iv) the tax basis of the shares of Acquiring Portfolio received by a holder of shares of Transferor Portfolio pursuant to the Reorganization will be the same as the tax basis of the Transferor Portfolio shares held by such holder immediately prior to the Reorganization; (v) the holding period of the shares of Acquiring Portfolio received by a holder of shares of Transferor Portfolio pursuant to the Reorganization will be determined by including the period for which such holder held the shares of Transferor Portfolio exchanged therefor (provided the shares of Transferor Portfolio were held as a capital asset on the date of the Reorganization); (vi) the tax basis of the assets acquired by Acquiring Portfolio from Transferor Portfolio will be the same as the tax basis of those assets in the hands of Transferor Portfolio 3 immediately prior to the Reorganization; and (vii) the holding period of the assets acquired by Acquiring Portfolio from Transferor Portfolio will be determined by including the period such assets were held by Transferor Portfolio. The payment by The Chase Manhattan Bank of certain expenses of Transferor Trust and Transferor Portfolio and Acquiring Trust and Acquiring Portfolio which are directly related to the Reorganization (referred to in Section 9 of the Plan) will not affect the opinions set forth above regarding the United States federal income tax consequences of the Reorganization. However, no opinion is expressed as to any other United States federal income tax consequences to any of the parties of the payment of such expenses by The Chase Manhattan Bank. The opinions expressed herein are based upon existing statutory, regulatory and judicial authority, any of which may be changed at any time with retroactive effect. Nevertheless, we undertake no responsibility to advise you of any new developments in the application or interpretation of the United States federal income tax laws. Our opinions are not binding upon the Internal Revenue Service or the courts, and there is no assurance that the Internal Revenue Service will not successfully assert a contrary position. In addition, our opinions are based solely on the documents that we have examined, the additional information that we have obtained, and the assumptions referred to above, all of which we have assumed (without independent verification) are and will be true, correct and complete as of the Effective Time of the Reorganization. Our opinions may be adversely affected and cannot be relied upon if any facts pertinent to the United States federal income tax treatment of the Reorganization stated in such documents or in such additional information is, or later becomes, inaccurate. Finally, our opinions are limited to the tax matters specifically covered hereby, and we have not been asked to address, nor have we addressed, any other tax consequences of the Reorganization or any other transactions. This opinion is given for the purpose of satisfying mutual closing conditions set forth in Sections 6(d) and 7(f) of the Plan and is intended solely for the benefit of Transferor Trust and Acquiring Trust; it may not be relied upon for any other purpose or by any other person or entity (other than shareholders of Transferor Portfolio who are receiving shares of Acquiring Portfolio pursuant to the terms of the Plan), and may not be made available to any other person or entity without our prior written consent. We consent to the filing of this opinion as Exhibit 12 to the Registration Statement and to the reference to our firm name in the section of the Combined Prospectus/Proxy Statement contained in the Registration Statement under the heading "Federal Income Tax Consequences." In giving such consent, we do not admit that we are an "expert" within the meaning of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission promulgated thereunder. Sincerely, /s/Simpson Thacher & Bartlett ----------------------------- Simpson Thacher & Bartlett -----END PRIVACY-ENHANCED MESSAGE-----