-----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, IeJxoUN5bB0NRXxLC8o6QzEax0cyPbkF7WsdV9ezSkKKIuPw8XbfxGPZ3PNuiIv0 kjSxHRaz4dmAVhWVYGl+zw== 0001047469-03-042145.txt : 20031229 0001047469-03-042145.hdr.sgml : 20031225 20031229171725 ACCESSION NUMBER: 0001047469-03-042145 CONFORMED SUBMISSION TYPE: 40-8F-M PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20031229 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MUTUAL FUND VARIABLE ANNUITY TRUST CENTRAL INDEX KEY: 0000927053 IRS NUMBER: 133782139 STATE OF INCORPORATION: MA FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 40-8F-M SEC ACT: 1940 Act SEC FILE NUMBER: 811-08630 FILM NUMBER: 031076115 BUSINESS ADDRESS: STREET 1: 522 FIFTH AVENUE STREET 2: 16TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 800-348-4782 MAIL ADDRESS: STREET 1: J.P. MORGAN FLEMING ASSET MANAGEMENT STREET 2: 522 FIFTH AVENUE, 16TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 40-8F-M 1 a2125719z40-8f_m.txt 40-8F-M UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-8F APPLICATION FILED PURSUANT TO SECTION 8(f) OF THE INVESTMENT COMPANY ACT OF 1940 (the "Act") AND RULE 8f-1 THEREUNDER FOR ORDER DECLARING THAT COMPANY HAS CEASED TO BE AN INVESTMENT COMPANY I. GENERAL IDENTIFYING INFORMATION 1. Reason fund is applying to deregister (check only one; for descriptions, see Instruction 1): [x] Merger [ ] Liquidation [_] Abandonment of Registration (Note: Abandonments of Registration answer only questions 1 through 15, 24 and 25 of this form and complete verification at the end of the form.) [_] Election of status as a Business Development Company (Note: Business Development Companies answer only questions 1 through 10 of this form and complete verification at the end of the form.) 2. Name of fund: Mutual Fund Variable Annuity Trust 3. Securities and Exchange Commission File No.: 811-08630 4. Is this an initial Form N-8F or an amendment to a previously filed Form N-8F? [x] Initial Application [_] Amendment 5. Address of Principal Executive Office (include No. & Street, City, State Zip Code): Mutual Fund Variable Annuity Trust 522 Fifth Avenue New York, NY 10036 6. Name, address and telephone number of individual the Commission staff should contact with any questions regarding this form: Wayne H. Chan J.P. Morgan Investment Management Inc. 522 Fifth Avenue New York, NY 10036 212-837-1212 7. Name, address and telephone number of individual or entity responsible for maintenance and preservation of fund records in accordance with Rules 31a-1 and 31a-2 under the Act [17 CFR 270.31a-1, .31a-2]: J.P. Morgan Investment Management Inc. 522 Fifth Avenue New York, NY 10036 (800) 753-8275 JPMorgan Chase Bank 3 Chase MetroTech Center Brooklyn, NY 11245 J.P. Morgan Fund Distributors, Inc. 522 Fifth Avenue New York, NY 10036 (800) 753-8275 J.P. Morgan Fleming Asset Management (London) Limited 20 Finsbury Street London, U.K. EC2Y9AQ DST Systems, Inc. 210 W. 10th Street Kansas City, MO 64105 8. Classification of fund (check only one): [x] Management company [_] United investment trust; or [_] Face-amount certificate company. 9. Subclassification if the fund is a management company (check only one): [x] Open-end [_] Closed-end 10. State law under which the fund was organized or formed (e.g., Delaware, Massachusetts): Massachusetts 11. Provide the name and address of each investment adviser of the fund (including sub-advisers) during the last five years, even if the fund's contracts with those advisers have been terminated: FROM FEBRUARY 28, 2001 TO JANUARY 2003 J.P. Morgan Fleming Asset Management (USA), Inc. (On September 1, 2003, J.P. Morgan Fleming Asset Management (USA), Inc. merged into J.P. Morgan Investment Management Inc. ("JPMIM"). The investment advisory services and personnel providing investment advice have not changed as a result of the merger. Effective September 1, 2003, JPMIM, the surviving entity, served as investment adviser to the MFVAT portfolios.) 522 Fifth Avenue New York, NY 10036 212-837-1212 SUB-ADVISOR TO THE INTERNATIONAL EQUITY PORTFOLIO OF MFVAT J.P. Morgan Fleming Asset Management (London) Limited (formerly Chase Asset Management (London) Limited) 20 Finsbury Street London, U.K. EC2Y9AQ FROM INCEPTION UNTIL FEBRUARY 28, 2001 JPMorgan Chase Bank (formerly The Chase Manhattan Bank) 522 Fifth Avenue 2 New York, NY 10036 SUB-ADVISER TO THE PORTFOLIOS OF MFVAT Chase Asset Management Inc. 522 Fifth Avenue New York, NY 10036 12. Provide the name and address of each principal underwriter of the fund during the last five years, even if the fund's contracts with those underwriters have been terminated: J.P. Morgan Fund Distributors, Inc. (formerly Vista Fund Distributors, Inc.) 522 Fifth Avenue New York, NY 10036 13. If the fund is a unit investment trust ("UIT") provide: (a) Depositors' name(s) and address(es): Not Applicable. (b) Trustee's name(s) and address(es): Not Applicable. 14. Is there a UIT registered under the Act that served as a vehicle for investment in the fund (e.g., an insurance company separate account)? [_] Yes [x] No If Yes, for each UIT state: Name(s): File No.: Business Address: 15. (a) Did the fund obtain approval from the board of directors concerning the decision to engage in a Merger, Liquidation or Abandonment of Registration? [x] Yes [_] No If Yes, state the date on which the board vote took place: July 17, 2003 If No, explain: (b) Did the fund obtain approval from the shareholders concerning the decision to engage in a Merger, Liquidation or Abandonment of Registration? [x] Yes [_] No If Yes, state the date on which the shareholder vote took place: December 1, 2003 If No, explain: 3 II. DISTRIBUTIONS TO SHAREHOLDERS 16. Has the fund distributed any assets to its shareholders in connection with the Merger or Liquidation? [_] Yes [x] No (a) If Yes, list the date(s) on which the fund made those distributions: (b) Were the distributions made on the basis of net assets? [_] Yes [_] No (c) Were the distributions made pro rata based on share ownership? [_] Yes [_] No (d) If No to (b) or (c) above, describe the method of distributions to shareholders. For Mergers, provide the exchange ratio(s) used and explain how it was calculated: To be furnished by amendment. (e) Liquidations only: Were any distributions to shareholders made in kind? [_] Yes [_] No If Yes, indicate the percentage of fund shares owned by affiliates or any other affiliation of shareholders: 17. Closed-end funds only: Has the fund issued senior securities? [_] Yes [_] No If Yes, describe the method of calculating payments to senior securityholders and distributions to other shareholders: 18. Has the fund distributed all of its assets to the fund's shareholders? [_] Yes [x] No If No, (a) How many shareholders does the fund have as of the date this form is filed? None (b) Describe the relationship of each remaining shareholder to the fund: None 4 19. Are there any shareholders who have not yet received distributions in complete liquidation of their interests? [_] Yes [x] No If Yes, describe briefly the plans (if any) for distributing to, or preserving the interests of, those shareholders: III. ASSETS AND LIABILITIES 20. Does the fund have any assets as of the date this form is filed? [_] Yes [x] No If Yes, (a) Describe the type and amount of each asset retained by the fund as of the date this form is filed: (b) Why has the fund retained the remaining assets? (c) Will the remaining assets be invested in securities? [_] Yes [_] No 21. Does the fund have any outstanding debts (other than face-amount certificates if the fund is a face-amount certificate company) or any other liabilities? [_] Yes [x] No If yes, (a) Describe the type and amount of each debt or other liability: (b) How does the fund intend to pay these outstanding debts or other liabilities? IV. INFORMATION ABOUT EVENT(S) LEADING TO REQUEST FOR DEREGISTRATION 22. (a) List the expenses incurred in connection with the Merger or Liquidation: (i) Legal expenses: To be furnished by amendment (ii) Accounting expenses: To be furnished by amendment 5 (iii) Other expenses (list and identify separately):
Final Audit To be furnished by amendment Final Tax Return $26,600 2003 Tax return $26,600 Exise Tax $16,200 File for Tax Extension N/A ===============================
(iv) Total expenses (sum of lines (i) - (iii) above): To be furnished by amendment (b) How were those expenses allocated? The costs associated with the Merger will not be borne by the acquiring or acquired funds, but rather will be split among AIG SunAmerica Life Assurance Company (formerly Anchor National Life Insurance Company), an Arizona corporation; First SunAmerica Life Insurance Company, a New York corporation; and JPMorgan Chase Bank, as mutually agreed by these parties. The costs to be so split include attorneys' fees, accountants' fees, the costs of printing, assembling and mailing the Prospectus/Proxy Statement and additional proxy solicitation materials to Contract Owners and tabulation costs. In addition, the costs of certain technology changes to accommodate the acquisitions will be borne by AIG SunAmerica Life Assurance Company and First SunAmerica Life Insurance Company. (c) Who paid those expenses? - Paid by AIG SunAmerica Life Assurance Company and First SunAmerica Life Insurance Company: To be furnished by amendment. - Paid by JPMorgan Chase Bank: To be furnished by amendment. (d) How did the fund pay for unamortized expenses (if any)? None 23. Has the fund previously filed an application for an order of the Commission regarding the Merger or Liquidation? [_] Yes [x] No If Yes, cite the release number of the Commission's notice and order or, if no notice or order has been issued, the file number and date the application was filed: V. CONCLUSION OF FUND BUSINESS 24. Is the fund a party to any litigation or administrative proceeding? [_] Yes [x] No 6 If Yes, describe the nature of any litigation or proceeding and the position taken by the fund in that litigation: 25. Is the fund now engaged, or intending to engage, in any business activities other than those necessary for winding up its affairs? [_] Yes [x] No If Yes, describe the nature and extent of those activities: VI. MERGERS ONLY 26. (a) State the name of the fund surviving the Merger: The following series of SunAmerica Series Trust were the surviving funds: International Growth and Income Portfolio Marsico Growth Portfolio Davis Venture Value Portfolio MFS Total Return Portfolio Cash Management Portfolio (b) State the Investment Company Act file number of the fund surviving the Merger: 811-07238 (c) If the merger or reorganization agreement has been filed with the Commission, state the file number(s), form type used and date the agreement was filed: 333-108115; N-14AE; August 21, 2003 (d) If the merger or reorganization agreement has not been filed with the Commission, provide a copy of the agreement as an exhibit to this form. VERIFICATION The undersigned states that (i) she has executed this Form N-8F application for an order under Section 8(f) of the Investment Company Act of 1940 on behalf of the Mutual Fund Variable Annuity Trust, (ii) she is the Secretary of Mutual Fund Variable Annuity Trust, and (iii) all actions by shareholders, trustees, and any other body necessary to authorize the undersigned to execute and file this Form N-8F application have been taken. The undersigned also states that the facts set forth in this Form N-8F application are true to the best of her knowledge, information, and belief. Date: December 29, 2003 Signature ------------------------ /s/ Sharon J. Weinberg --------------------------- Name: Sharon J. Weinberg Title: Secretary 7 -----END PRIVACY-ENHANCED MESSAGE-----