As filed with the Securities and Exchange Commission on April 13, 2001
Registration No. 333-___/811-5151
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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 SELECT 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. BAUMGARDNER, JR., ESQ.
PETER B. ELDRIDGE, ESQ. Simpson Thacher & Bartlett Sullivan & Cromwell
J.P. Morgan Fleming Asset 425 Lexington Avenue 125 Broad Street
Management (USA) Inc. New York, NY 10017-3954 New York, NY 10004
522 Fifth Avenue
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. 333-13319/811-7841) 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 INSTITUTIONAL NEW YORK TAX EXEMPT BOND 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
Institutional New York Tax Exempt Bond 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
New York Intermediate Tax Free Income Fund (formerly, Chase Vista New York
Intermediate Tax Free Income Fund) (the "Surviving Fund"), a series of Mutual
Fund Select Trust ("MFST") (the "Reorganization"). After the Reorganization,
shareholders of the Merging Fund would hold shares in the Surviving Fund. The
investment objective and policies of the Surviving Fund generally are similar
to those of the Merging Fund. In connection with the Reorganization, the
Surviving Fund will be renamed "JPMorgan New York Intermediate Tax Free Income
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 an agreement and plan of
reorganization with J.P. Morgan New York Tax Exempt Bond Fund, a fund whose
assets are managed by J.P. Morgan Investment Management Inc. ("JPMIM") and
which has identical investment objectives and policies to the Merging Fund
(the "Concurrent Reorganization"). If the Concurrent Reorganization is
approved by the shareholders of J.P. Morgan New York Tax Exempt Bond Fund and
certain other conditions are met, this other fund 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 MFST. 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, MFST or their
shareholders.
If approval of the Reorganization is obtained, you will
automatically receive shares of 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, __________, 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., 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.
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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 a more diversified fund and in better service
for shareholders, including a wider variety of investment options.
IF THE REORGANIZATION IS APPROVED, WHAT WILL HAPPEN?
In connection with the Reorganization, the Merging Fund 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 shares of 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
-------------- ------------
- Investment objective is to seek to - Investment objective is to provide a
provide monthly dividends that are high level of tax exempt income for
excluded from gross income and are New York residents consistent with
exempt from New York State and New moderate risk of capital.
York City personal income taxes.
The Fund also seeks to protect the
value of your investment.
- Invests in securities rated investment - May invest up to 10% of its assets in
grade or unrated securities of non-investment grade securities
comparable quality. (sometimes called "junk bonds") rated
B or BB/Ba.
- The average dollar-weighted maturity - Portfolio securities may be of any
of the portfolio will be between maturity.
three and 10 years.
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 assets in The New
York Tax Exempt Bond Portfolio (the "Master Portfolio") (which in turn invests
in portfolio securities), the Surviving Fund invests directly in portfolio
securities.
-3-
HOW WILL THE FEES AND EXPENSES ASSOCIATED WITH MY INVESTMENT BE AFFECTED?
As a result of the Reorganization, the contractual (or pre-waiver) total
expense ratios are expected to be higher for your shares in the Surviving
Fund than they are for your shares in the Merging Fund. However, the 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. This is because 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 of the Surviving Fund.
HOW WILL THE PROPOSED CONCURRENT REORGANIZATION AFFECT MY INVESTMENT IF IT IS
APPROVED BY THE SHAREHOLDERS OF THE OTHER FUND?
If the Concurrent Reorganization is approved and certain other conditions are
met, the assets and liabilities of the other merging fund 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 MFST?
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 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
MFST 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.
-4-
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.
-5-
J.P. MORGAN INSTITUTIONAL NEW YORK TAX EXEMPT BOND 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 JULY 3, 2001
To the Shareholders of
J.P. Morgan Institutional New York Tax Exempt Bond Fund:
NOTICE IS HEREBY GIVEN THAT a Special Meeting of the shareholders
("Shareholders") of J.P. Morgan Institutional New York Tax Exempt Bond 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
Select Trust ("MFST"), on behalf of JPMorgan New York
Intermediate Tax Free Income Fund (formerly, Chase Vista
New York Intermediate Tax Free Income 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 Institutional 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 accompanying 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
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COMBINED PROSPECTUS/PROXY STATEMENT
DATED MAY 12, 2001
ACQUISITION OF THE ASSETS AND LIABILITIES OF
J.P. MORGAN INSTITUTIONAL NEW YORK TAX EXEMPT BOND 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 NEW YORK INTERMEDIATE TAX FREE INCOME FUND
(FORMERLY, CHASE VISTA NEW YORK INTERMEDIATE TAX FREE INCOME FUND),
A SERIES OF MUTUAL FUND SELECT TRUST
1211 AVENUE OF THE AMERICAS, 41ST FLOOR
NEW YORK, NEW YORK 10036
(800) 5-_________.
This Combined Prospectus/Proxy Statement relates to the proposed
reorganization of J.P. Morgan Institutional New York Tax Exempt Bond Fund (the
"Merging Fund"), a series of J.P. Morgan Institutional Funds ("JPMIF"), into
JPMorgan New York Intermediate Tax Free Income Fund (formerly, Chase Vista
New York Intermediate Tax Free Income Fund) (the "Surviving Fund"), a series of
Mutual Fund Select Trust ("MFST"). If approved by shareholders of the Merging
Fund, 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 MFST are both
open-end management investment companies offering shares in several portfolios.
In connection with the Reorganization, the Surviving Fund will be renamed
"JPMorgan New York Intermediate Tax Free Income Fund."
If the proposed Reorganization is approved by Merging Fund Shareholders,
each Merging Fund Shareholder will receive Institutional 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 Class A, Class B and
Institutional Class shares. In connection with the Reorganization, the Surviving
Fund will rename the Institutional Class "Select Class" and will introduce a new
Institutional Class.
At the Meeting, you also will be asked to consider and vote upon the
election of Trustees of JPMIF.
-1-
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, MFST, 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, NY, 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 MFST'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 MFST and JPMIF that
an investor should know before voting on the proposals. The current
Prospectuses, Statements of Additional Information and Annual Reports of the
Merging Fund (including the Annual Report of The New York Tax Exempt Bond
Portfolio) and the Surviving Fund, and the current Semi-Annual Report of the
Merging Fund (including the Semi-Annual Report of The New York Tax Exempt Bond
Portfolio), are incorporated herein by reference, and the current Prospectus and
Annual Report for the Surviving Fund are enclosed with this Combined
Prospectus/Proxy Statement. A Statement of Additional Information relating to
this Combined Prospectus/Proxy Statement containing additional information about
MFST 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, Annual Report and Semi-Annual Report of the Merging Fund (including
the Annual Report for the Institutional New York Tax-Exempt Board Portfolio may
be obtained without charge by writing to MFST at its address noted above or by
calling 1-800-766-7722.
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
-2-
MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY MFST 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.
-3-
TABLE OF CONTENTS
PAGE
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INTRODUCTION...................................................................1
PROPOSAL 1: REORGANIZATION PLAN...............................................1
SUMMARY........................................................................1
COMPARATIVE FEE AND EXPENSE TABLES.............................................5
RISK FACTORS...................................................................8
INFORMATION RELATING TO THE PROPOSED REORGANIZATION...........................10
INVESTMENT POLICIES...........................................................14
PURCHASES, REDEMPTIONS AND EXCHANGES..........................................20
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..............................................30
VOTE REQUIRED.................................................................30
INFORMATION RELATING TO VOTING MATTERS........................................34
ADDITIONAL INFORMATION ABOUT MFST.............................................37
ADDITIONAL INFORMATION ABOUT JPMIF............................................37
FINANCIAL STATEMENTS AND EXPERTS..............................................37
OTHER BUSINESS................................................................38
LITIGATION....................................................................38
SHAREHOLDER INQUIRIES.........................................................38
APPENDIX A AGREEMENT AND PLAN OF REORGANIZATION.............................A-1
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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, NY (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
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, and MFST, on behalf of the
Surviving Fund (the Merging Fund and the Surviving Fund are collectively defined
as the "Funds"), and J.P. Morgan Chase & Co. ("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 "J.P. Morgan NY Tax
Free Bond Fund." Further information relating to the Surviving Fund is set forth
herein, and the Surviving Fund's Prospectus and Annual Report is 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 and Annual Report in respect of each of the Surviving
Fund and the Merging
Fund (including the Annual Report of The New York Tax Exempt Bond Portfolio),
the Semi-Annual Report in respect of the Merging Fund (including the Semi-Annual
Report of The New York Tax Exempt Bond Portfolio) 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 Institutional 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 MFST 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 a more diversified fund and in better service
for shareholders, including a wider variety of investment options.
CONCURRENT REORGANIZATION
The Merging Fund currently invests all of its investable assets in The New
York Tax Exempt Bond 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 New York Tax
Exempt Bond Fund, a series of J.P. Morgan Funds with identical investment
objectives and policies as
-2-
the Merging Fund (the "Feeder Portfolio") also currently invests all of its
investable assets in the Master Portfolio. The Surviving Fund has entered into a
substantially similar agreement and plan of reorganization with the Feeder
Portfolio (the "Concurrent Reorganization"). If each of the Reorganization and
the Concurrent Reorganization is approved by the shareholders of the Merging
Fund and the Feeder Portfolio, respectively, and certain other conditions are
met, the Merging Fund and the Feeder Portfolio will be reorganized into the
Surviving Fund and those funds 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 the
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 Portfolio) 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 adviser for the Surviving Fund following
the Reorganization.
INVESTMENT OBJECTIVES AND POLICIES
The investment objective of the Surviving Fund is to seek to provide
monthly dividends that are excluded from gross income and are exempt from New
York State and New York City personal income taxes. The Fund also seeks to
protect the value of your investment. The investment objective of the Merging
Fund is to provide a high level of tax exempt income for New York residents
consistent with moderate risk of capital. See "Risk Factors" and "Investment
Policies."
The investment policies of the Surviving Fund are generally similar to
those of the Merging Fund. However, there are certain important differences. 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. As a fundamental policy, the Surviving Fund normally
invests at least 80% of its total assets in New York municipal obligations whose
interest payments are (i) excluded from gross income and
-3-
exempt from New York State and New York City income taxes and (ii) excluded from
the federal alternative minimum tax on individuals. UNDER NORMAL CIRCUMSTANCES,
THE MERGING FUND INVESTS AT LEAST 65% OF ITS TOTAL ASSETS IN NEW YORK MUNICIPAL
SECURITIES. THIS POLICY IS NON-FUNDAMENTAL, WHICH MEANS IT CAN BE CHANGED
WITHOUT SHAREHOLDER APPROVAL.
The average dollar-weighted maturity of the Surviving Fund's portfolio
will be between three and 10 years. THE MERGING FUND'S SECURITIES MAY BE OF ANY
MATURITY.
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
fixed income securities. In particular, the value of shares of the Surviving
Fund will be influenced by the performance of the securities selected for its
portfolio. The principal value of fixed-income investments tends to fall when
prevailing interest rates rise. The Surviving Fund invests primarily in New York
State and its municipalities and public authorities. A number of municipal
issuers, including the State of New York and New York City, have a history of
financial problems. If more than 5% of the Surviving Fund's assets are invested
in any one municipality, this risk could increase. The Surviving Fund is not
diversified. It may invest a greater percentage of its assets in a particular
issuer or group of issuers than a diversified fund would. That makes the value
of its shares more sensitive to economic problems among those issuing the
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
0.30% of average daily net assets. The Merging Fund currently pays a management
fee indirectly at an annual rate of 0.30% of average daily net assets. Following
the Reorganization, JPMIM will manage the Surviving Fund's assets and will
receive a fee at an annual rate of 60% 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, an affiliate of
the Distributor serves as sub-administrator and DST Systems, Inc. ("DST") serves
as transfer agent and dividend
-4-
disbursing agent for the Surviving Fund. PricewaterhouseCoopers LLP serves as
the Surviving Fund's independent accountants.
ADMINISTRATOR
As administrator, Chase receives a fee of 0.15% 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 0.075% for complex wide
non-money Fund assets in excess of $26 billion.
ORGANIZATION
Each of MFST 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 MFST.
PURCHASES, REDEMPTIONS AND EXCHANGES
After the Reorganization, the procedures for making purchases, redemptions
and exchanges of shares of the Surviving Fund will be 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
of the Merging Fund will receive Institutional Class shares of the Surviving
Fund. Please note that the Surviving Fund currently has three classes of shares:
Class A, Class B and Institutional Class Shares. In connection with the
Reorganization and the Concurrent Reorganization, the Surviving Fund will rename
the Institutional Class "Select Class" and will introduce a new Institutional
Class.
-5-
The table indicates that while contractual (pre-waiver) total expense
ratios for current shareholders of the Merging Fund are anticipated to be higher
following the Reorganization, 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. This is because 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.
THE MERGING FUND THE SURVIVING FUND
-------------------- -----------------------------------------------------------
INSTITUTIONAL CLASS
SHARES CLASS A SHARES CLASS B SHARES SHARES
-------------------- ---------------- ---------------- ---------------------
SHAREHOLDER FEES (FEES PAID
DIRECTLY FROM YOUR INVESTMENT) -
Maximum Sales Charge (Load)
when you buy shares, shown as % of
the offering price.................... None 4.50% None None
Maximum Deferred Sales Charge
(Load) shown as lower of original purchase
price or redemption proceeds.......... None None 5.00% None
ANNUAL FUND OPERATING EXPENSES (expenses that
are deducted from Fund assets)
Management Fees........................... 0.30% 0.30% 0.30% 0.30%
Distribution (12b-1) Fees................. None 0.25% 0.75% None
Other Expenses............................ 0.26% 0.63% 0.63% 0.47%#
Total Annual Fund Operating
Expenses.............................. 0.56% 1.18% 1.68% 0.77%#
Fee Waiver and Expense Reimbursements (A)(B) 0.06% 0.43% 0.04% 0.02%
Net Expenses.............................. 0.50% 0.75% 1.64% 0.75%#
(A) Reflects an agreement by Morgan, an affiliate of JPMC, to reimburse the
Fund to the extent operating expenses (which exclude interest, taxes, and
extraordinary expenses) exceed 0.50% of average daily net assets with
respect to the Merging Fund through 11/30/01.
(B) The actual Distribution Fees for Class A shares are currently expected to
be 0.00% of average daily net assets, the actual Other Expenses for
Class A, B and Institutional shares are expected to be 0.45%, 0.59% and
0.45% of average daily net assets, respectively and Total Annual Fund
Operating Expenses for Class A and B shares are expected not to exceed
0.75%, 1.64% and 0.75% of average daily net assets, respectively. That
is because Chase has agreed not to collect a portion of its fees and to
reimburse others. Chase may end this arrangement after one year.
(1) The offering price is the net asset value of the shares purchased plus
any sales charge.
* The table is based on estimated expenses for current fiscal year.
# Restated from the most recent fiscal year to reflect current expense
arrangements.
-6-
THE SURVIVING FUND
----------------------------------------------
PRO FORMA WITH CONCURRENT REORGANIZATION
----------------------------------------------
INSTITUTIONAL CLASS SHARES
----------------------------------------------
SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR
INVESTMENT) -Maximum Sales Charge (Load) when
you buy shares, shown as % of the offering price(A)................. 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......................................................... 0.30%
Distribution (12b-1) Fees............................................... None
Other Expenses.......................................................... 0.32%
Total Annual Fund Operating Expenses.................................... 0.62%
Fee Waivers and Expense Reimbursements(A)............................... 0.12%
Net Expenses............................................................ 0.50%
(A) Reflects an agreement by Chase, a wholly owned subsidiary of JPMC, to
reimburse the fund to the extent operating expenses (which exclude
interest, taxes, and extraordinary expenses) exceed 0.50% of Institutional
Class Shares for three years after the Reorganization.
# The offering price is the net asset value of the shares purchased plus any
sales charges.
The table does not reflect charges or credits which investors might incur
if they invest through a financial institution.
EXAMPLE: This example helps investors compare the cost of investing in the
Funds with the cost of investing in other mutual funds. The example assumes:
- - you invest $10,000;
- - you sell all of your shares at the end of each period;
- - your investment has a 5% return each year; and
- - each Fund's operating expenses are waived for three years after the
Reorganization and are unwaived thereafter.
-7-
Although actual costs may be higher or lower, based upon these assumptions your
costs would be:
1 YEAR 3 YEARS 5 YEARS 10 YEARS
-------- --------- --------- ----------
THE MERGING FUND............................................................ $ 51 $ 171 $ 307 $ 696
THE SURVIVING FUND
Class A Shares*......................................................... $ 523 $ 679 $ 943 $ 1,697
Class A Shares (without sales charge)................................... $ 77 $ 240 $ 516 $ 1,305
Class B Shares**........................................................ $ 658 $ 973 $ 1,301 $ 1,969***
Class B Shares (without sale)........................................... $ 167 $ 517 $ 899 $ 1,969***
Institutional Class Shares.............................................. $ 77 $ 233 $ 413 $ 933
PRO FORMA THE SURVIVING FUND WITH CONCURRENT REORGANIZATION
Institutional Class Shares.............................................. $ 51 $ 160 $ 308 $ 738
- ---------------------
* Assumes sales charge is deducted when shares are purchased. Shareholders
who receive Select Class shares as a result of the proposed reorganization
will not be charged a sales load.
** Assumes applicable deferred sales charge is deducted when shares are sold.
*** Reflects conversion of Class B shares to Class A shares after they have been
owned for eight years.
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.
All mutual funds carry a certain amount of risk. You may lose money on
your investment in the Surviving Fund. The Surviving Fund may not achieve its
objective if JPMFAM's expectations regarding particular securities or markets
are not met. Adverse market conditions may from time to time cause the Fund to
take temporary defensive positions that are inconsistent with its principal
investment strategies and may hinder the Fund from achieving its investment
objective.
The principal value of fixed-income investments tends to fall when
prevailing interest rates rise.
The Surviving Fund invests primarily in New York State and its
municipalities and public authorities. A number of municipal issuers, including
the State of New York and New York City, have a history of financial problems.
If the state, or any of the local government bodies, gets into financial
trouble, it could have trouble paying interest and principal. This would hurt
the Fund's returns and its ability to preserve capital and
-8-
liquidity. If more than 5% of the Fund's assets are invested in any one
municipality, this risk could increase.
Under some circumstances, municipal lease obligations might not pay
interest unless the state or municipal legislature authorizes money for that
purpose. Some securities, including municipal lease obligations, carry
additional risks. For example, they may be difficult to trade or interest
payments may be tied only to a specific stream of revenue.
Normally, the Surviving Fund may invest up to 20% of its total assets in
securities whose interest is subject to the federal alternative minimum tax.
Consult your tax professional for more information.
Since some municipal obligations may be secured or guaranteed by banks and
other institutions, the risk to the Surviving Fund could increase if the banking
or financial sector suffers an economic downturn.
The Surviving Fund may invest in municipal obligations backed by foreign
institutions. This could carry more risk than securities backed by U.S.
institutions, because of political or economic instability, the imposition of
government controls, or regulations that don't match U.S. standards.
The value of zero coupon securities, inverse floaters and interest rate
caps tends to fluctuate according to interest rate changes significantly more
than the value of ordinary interest-paying debt securities. The price of a
security with an interest rate cap will change more often and to a greater
degree than a municipal security without one.
A forward commitment could lose value if the underlying security falls in
value before the settlement date or if the other party fails to meet its
obligation to complete the transaction.
Derivatives may be more risky than other types of investments because they
may respond more to changes in economic conditions than other types of
investments. If they are used for non-hedging purposes, they could cause losses
that exceed the Surviving Fund's original investment.
The Surviving Fund is not diversified. It may invest a greater percentage
of its assets in a particular issuer or group of issuers than a diversified fund
would. That makes the value of its shares more sensitive to economic problems
among those issuing the securities. In addition, more than 25% of the Surviving
Fund's total assets may be invested in securities that rely on similar projects
for their income stream. As a result, the Surviving Fund could be more
susceptible to developments that affect those projects.
Investments in the Surviving Fund are not bank deposits or obligations of,
or guaranteed or endorsed by, any bank and are not insured or guaranteed by the
Federal Deposit Insurance Corporation, the Federal Reserve Board or any other
government agency.
-9-
INFORMATION RELATING TO THE PROPOSED REORGANIZATION
GENERAL
The terms and conditions under which the Reorganization may be consummated
are set forth in the Reorganization Plan. Significant provisions of the
Reorganization Plan are summarized below; however, this summary is qualified in
its entirety by reference to the Reorganization Plan, a copy of which is
attached as Appendix A to this Combined Prospectus/Proxy Statement and which is
incorporated herein by reference.
DESCRIPTION OF THE REORGANIZATION PLAN
In connection with the Reorganization and the Concurrent Reorganization,
the Merging Fund will cease investing in the Merging Fund 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, MFST will issue at the Effective Time of the Reorganization
full and fractional Institutional 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
Select Class 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 Institutional 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
-10-
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.
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 Board met on March 26 and 27, 2001 and the MFST Board met on April 3,
2001, and each considered and discussed the proposed Reorganization. The
Trustees of each Board discussed the advantages of reorganizing 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.
Each 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 larger
fund that has generally had better historical performance. A larger fund should
enhance the ability of the investment adviser to effect portfolio transactions
on more favorable terms and provide greater
-11-
flexibility and the ability to select a larger number of portfolio securities.
This could result in increased diversification for shareholders. In addition,
the larger aggregate asset base could, over time, result in lower overall
expense ratios for shareholders through the spreading of both fixed and variable
costs of operations over a larger asset base. As a general rule, economies of
scale may be realized with respect to fixed expenses, such as costs of printing
and fees for professional services, although expenses that are based on the
value of assets or the number of shareholder accounts, such as custody fees,
would be largely unaffected by the Reorganization.
Each 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 the administrator's undertaking to waive fees or reimburse the
Surviving 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 a reorganization plan which is substantially
similar to the Reorganization Plan you are considering. Concurrently with the
Reorganization and the Concurrent Reorganization, the Merging Fund and the
Feeder Portfolio will no longer invest their assets in the Master Portfolio. The
consummation of the Reorganization is contingent upon the consummation of the
Concurrent Reorganization.
-12-
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 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 another fund 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
-13-
securities of each Fund and daily share purchase and redemption activity in each
Fund. The Surviving Fund currently has three classes of shares: Class A, Class B
and Institutional Class Shares. In connection with the Reorganization and the
Concurrent Reorganization, the Surviving Fund will rename the Institutional
Class "Select Class" and will introduce a new Institutional Class.
CAPITALIZATION
PRO FORMA WITH CONCURRENT REORGANIZATION
------------------------------------------------------------------
BENEFICIAL
INTEREST SHARES NET ASSET VALUE
OUTSTANDING OUTSTANDING NET ASSETS PER SHARE
------------- ------------- ------------ -----------------
J.P. MORGAN FUNDS
J.P. Morgan New York Tax 12,442,492 - 132,943,991 10.68
Exempt Bond Fund
J.P. Morgan Institutional New 19,582,907 - 210,595,176 10.75
York Tax Exempt Bond Fund (Merging Fund)
THE SURVIVING FUND
Class A - 10,744,015 77,464,347 7.21
Class B - 1,764,000 12,718,442 7.21
Institutional (Renamed Select) - 40,992,150 295,494,553 7.21
PRO FORMA COMBINED
Class A - 10,744,015 77,464,347 7.21
Class B - 1,764,000 12,718,442 7.21
Select - 59,422,822 428,427,669 7.21
Institutional - 29,197,815 210,516,247 7.21
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 investment objective of the Surviving Fund is to seek to provide
monthly dividends that are excluded from gross income and are exempt from New
York State and New York City personal income taxes. The Fund also seeks to
protect the value of your investment. THE INVESTMENT OBJECTIVE OF THE MERGING
FUND IS TO PROVIDE A HIGH LEVEL OF TAX EXEMPT INCOME FOR NEW YORK RESIDENTS
CONSISTENT WITH MODERATE RISK OF CAPITAL. Both Funds may change their 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.
As a fundamental policy, the Surviving Fund normally invests at least 80%
of its total assets in New York municipal obligations whose interest payments
are:
- - excluded from gross income and exempt from New York State and New York City
income taxes, and
-14-
- - excluded from the federal alternative minimum tax on individuals.
New York municipal obligations are those issued by New York State, its political
subsidiaries, as well as Puerto Rico, other U.S. territories and their political
subdivisions.
UNDER NORMAL CIRCUMSTANCES, THE MERGING FUND INVESTS AT LEAST 65% OF ITS
TOTAL ASSETS IN NEW YORK MUNICIPAL SECURITIES. THIS POLICY IS NON-FUNDAMENTAL,
WHICH MEANS IT CAN BE CHANGED WITHOUT SHAREHOLDER APPROVAL.
The Surviving Fund invests in securities that are rated as investment
grade by Moody's Investors Service, Inc., Standard & Poor's Corporation or
Fitch Investors Service Inc. or another national rating organization. It may
also invest in unrated securities of comparable quality.
The Surviving Fund may also invest in derivatives, inverse floaters and
interest rate caps, zero coupon securities and forward commitments. These
instruments may be used to increase the Fund's income or gain. Derivatives,
which are financial instruments whose value is based on another security, index
or exchange rate, might also be used to hedge various market risks.
The Surviving Fund seeks to develop an appropriate portfolio by comparing,
among other factors, credit quality, yields and call provisions of different
municipal issuers, and examining structural changes along the yield curve in an
attempt to maximize investment returns while minimizing risk.
The average dollar-weighted maturity of the Surviving Fund's portfolio
will be between three and 10 years. THE MERGING FUND'S SECURITIES MAY BE OF ANY
MATURITY, BUT IT'S DURATION GENERALLY WILL RANGE BETWEEN THREE AND SEVEN YEARS.
Under normal market conditions, the Surviving Fund reserves the right to
invest up to 20% of its total assets in securities that pay interest subject to
federal income tax, the federal alternative minimum tax on individuals or New
York State and New York City personal income taxes. To temporarily defend the
value of its assets during unusual market conditions, the Fund may exceed this
limit.
No more than 25% of total assets may be invested in any one industry,
other than governments and public authorities.
The Surviving Fund may invest in money market funds so that it can easily
convert investments into cash without losing a significant amount of money in
the process.
The Surviving Fund may also invest in municipal lease obligations. These
allow the Fund to participate in municipal lease agreements and installment
purchase contracts. The Surviving Fund may invest up to 25% of its total assets
in municipal lease obligations backed by letters of credit or guarantees from
U.S. and foreign banks and other foreign institutions.
-15-
There may be times when there are not enough securities available to meet
the Surviving Fund's needs. On these occasions, the Fund may invest in
repurchase agreements or Treasury securities that may be subject to federal
income tax.
The Surviving Fund may change any of its non-fundamental investment
policies (including its investment objective) without shareholder approval.
How frequently the Surviving Fund buys and sells securities will vary from
year to year, depending on market conditions.
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.
- ----------------------------------------------------------------------------------------------
SURVIVING FUND MERGING FUND
- ----------------------------------------------------------------------------------------------
The Surviving Fund may not purchase the The Merging Fund may not purchase any
securities of any issuer (other than security which would cause it to concentrate
securities issued or guaranteed by the its investments in the securities of
U.S. government or any of its agencies issuers primarily engaged in any particular
or instrumentalities, or repurchase industry except as permitted by the
agreements secured thereby) if, as a Commission.
result, more than 25% of the Surviving
Fund's total assets would be invested
in the securities of companies whose
principal business activities are in the
same industry. Notwithstanding the
foregoing, with respect to the Surviving
Fund's permissible futures and options
transactions in U.S. Government
securities, positions in such options
and futures shall not be subject to this
restriction. This restriction is not
applicable to investments in municipal
obligations where the issuer is regarded
as a state, city, municipality or other
public authority since such entities are
not members of any "industry."
- ----------------------------------------------------------------------------------------------
The Surviving Fund may not borrow money, The Merging Fund may not borrow money, except
except for temporary or emergency to the extent permitted by applicable law.
purposes, or by engaging in reverse
repurchase transactions, in an amount not
- ----------------------------------------------------------------------------------------------
-16-
- ----------------------------------------------------------------------------------------------
SURVIVING FUND MERGING FUND
- ----------------------------------------------------------------------------------------------
exceeding 33-1/3% of the value of its total
assets at the time when the loan is made
and may pledge, mortgage or hypothecate no
more than 1/3 of its net assets to secure
such borrowings. Any borrowings
representing more than 5% of the Surviving
Fund's total assets must be repaid before
the Surviving Fund may make additional
investments.
- ----------------------------------------------------------------------------------------------
The Surviving Fund may not purchase or sell The Merging Fund may not purchase or sell
physical commodities unless acquired as a commodities or commodity contracts unless
result of ownership of securities or other acquired as a result of ownership of securities
instruments but this shall not prevent the or other instruments issued by persons that
Fund from (i) purchasing or selling options purchase or sell commodities or commodities
and futures contracts or from investing in contracts; but this shall not prevent the
securities or other instruments backed by Merging Fund from purchasing, selling and
physical commodities or (ii) engaging in entering into financial futures contracts
forward purchases or sales of foreign (including futures contracts on indices of
currencies or securities. 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.
- ----------------------------------------------------------------------------------------------
The Surviving Fund may not make loans, The Merging Fund may make loans to other
except that the Surviving Fund may: (i) persons, in accordance with the Fund's
purchase and hold debt instruments investment objective and policies and to the
(including without limitation, bonds, extent permitted by applicable law.
notes, debentures or other obligations and
certificates of deposit, bankers'
acceptances and fixed time deposits) in
accordance with its investment objectives
and policies; (ii) enter into repurchase
agreements with respect to portfolio
securities; and (iii) lend portfolio
securities with a value not in excess of
one-third of the value of its total
assets. Shareholders of the Surviving Fund
currently are considering a proposal that,
if passed at a shareholder meeting to be
held the same day as the Meeting of the
Merging
- ----------------------------------------------------------------------------------------------
-17-
- ----------------------------------------------------------------------------------------------
SURVIVING FUND MERGING FUND
- ----------------------------------------------------------------------------------------------
Fund, would adopt a fundamental
investment restriction regarding loans
that is identical to the Merging Fund's
restriction.
- ----------------------------------------------------------------------------------------------
Neither Fund may issue senior securities, except as permitted under the
1940 Act or any rule, order or interpretation thereunder.
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.
Neither Fund may purchase or sell real estate (including, for the
Surviving Fund, real estate limited partnerships), except that, to the extent
permitted by applicable law, each Fund may (a) invest in securities or other
instruments directly or indirectly secured by real estate, (b) invest in
securities or other instruments issued by issuers that invest in real estate and
(c) make direct investments in mortgages.
The Merging Fund is not subject to a similar fundamental restriction.
However, the Merging Fund currently does invest all of its investable assets in
the Master Portfolio, following the Reorganization, the Merging Fund will invest
directly in portfolio securities. Notwithstanding any other investment policy or
restriction, the Surviving Fund may seek to achieve its investment objective by
investing all of its investable assets in another investment company having
substantially the same investment objective and policies as the Surviving Fund.
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.
- ----------------------------------------------------------------------------------------------
SURVIVING FUND MERGING FUND
- ----------------------------------------------------------------------------------------------
The Surviving Fund may not invest more The Merging Fund may not acquire any illiquid
than 15% of its net assets in illiquid securities, such as repurchase agreements with
securities. 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 15% of
the market value of the Merging Fund's net
assets would be in investments which are
illiquid.
- ----------------------------------------------------------------------------------------------
The Surviving Fund may not make short sales The Merging Fund may not purchase securities
of securities, other than short sales on margin, make short sales of
- ----------------------------------------------------------------------------------------------
-18-
- ----------------------------------------------------------------------------------------------
SURVIVING FUND MERGING FUND
- ----------------------------------------------------------------------------------------------
"against the box," or purchase securities securities, or maintain a short position,
on margin except for short-term credits provided that this restriction shall not be
necessary for clearance of portfolio deemed to be applicable to the purchase or
transactions, provided that this restriction sale of when-issued or delayed delivery
will not be applied to limit the use of securities, or to short sales that are covered
options, futures contracts and related in accordance with Commission rules.
options, in the manner otherwise permitted
by the investment restrictions, policies
and investment program of the Fund. The
Surviving Fund does not have the current
intention of making short sales against
the box.
- ----------------------------------------------------------------------------------------------
The Surviving Fund may invest up to 5% of The Merging Fund may not acquire securities
its total assets in the securities of any of other investment companies, except as
one investment company, but may not own more permitted by the 1940 Act or any order pursuant
than 3% of the securities of any one thereto.
investment company or invest more than 10%
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.
- ----------------------------------------------------------------------------------------------
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.
combination thereof, provided that this
shall not prevent (i) the writing,
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 may not, with respect The Merging Fund is not subject to a similar
to 50% of its assets, hold more than 10% non-fundamental restriction.
of the outstanding voting securities of any
issuer.
- ----------------------------------------------------------------------------------------------
-19-
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. Please note that the Surviving Fund
currently has three classes of shares: Class A, Class B and Institutional Class
Shares. In connection with the Reorganization and the Concurrent Reorganization,
the Surviving Fund will rename the Institutional Class "Select Class" and will
introduce a new Institutional Class. The following discussion applies to
Institutional 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 Institutional Class shares.
12b-1 FEES
There is no Rule 12b-1 distribution plan for Institutional Class shares of
the Surviving Fund.
BUYING SURVIVING FUND SHARES
THE FOLLOWING DISCUSSION APPLIES TO PURCHASES OF INSTITUTIONAL 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 generally values its assets at fair market values but may use
fair value if market prices are unavailable.
The NAV of each class of the Surviving Fund's shares is generally
calculated once each day at the close of regular trading on the New York Stock
Exchange. A shareholder will pay the next NAV calculated after the J.P. Morgan
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 New York
Stock Exchange is open. If an order is received in proper form by the close of
regular trading on the New York Stock Exchange, it will be processed at that
day's price and the purchaser will be entitled to all dividends declared on that
day. If an order is received after the close of regular trading on the New York
Stock Exchange, it will generally be processed at the next day's price. If a
purchaser pays by check for Surviving Fund shares before the close
-20-
of regular trading on the New York Stock Exchange, it will generally be
processed the next day the Surviving Fund is open for business.
If a shareholder buys through an agent and not directly from the Center,
the agent could set earlier cut-off times. Each shareholder must provide a
Social Security Number or Taxpayer Identification Number when opening an
account.
The Surviving Fund has the right to reject any purchase order for any
reason.
All purchases of Institutional Class shares of the Surviving Fund must be
paid for by federal funds wire. They generally may be purchased only through
financial service firms, such as broker-dealers and banks that have an agreement
with the Fund or the Fund's distributor.
The investment minimum for Select Class Shares is $1,000,000. However,
shareholders who receive Select Class Shares as a result of the Reorganization
may purchase new Select Class Shares in the Surviving Fund or in other J.P.
Morgan Funds without regard to such investment minimum. For Institutional Class
shares, checks should be made out to J.P. Morgan 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 4:00 p.m., Eastern time, on the day the shareholder buys.
Shareholders seeking to buy Institutional 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 Institutional Class shares.
SELLING SURVIVING FUND SHARES
THE FOLLOWING DISCUSSION APPLIES TO SALES OF THE INSTITUTIONAL 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 close of
regular trading on the New York Stock Exchange, the Surviving Fund will send the
proceeds the next business day. An order to sell shares will not be accepted if
the Fund has not
-21-
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 for
Select Class shares. If a shareholder's address of record has changed within the
30 days prior to the sale request or if more than $25,000 of shares is sold by
phone, proceeds will be sent only to the bank account on the Fund's records.
For Institutional 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.
Shareholders may also sell their shares by contacting the Center directly
by calling 1-800-__________.
A systematic withdrawal plan is available for Institutional Class shares.
EXCHANGING SURVIVING FUND SHARES
THE FOLLOWING DISCUSSION APPLIES TO EXCHANGES OF INSTITUTIONAL CLASS
SHARES THAT YOU MIGHT MAKE AFTER THE REORGANIZATION.
Institutional Class shares of the Surviving Fund may be exchanged for
Institutional Class shares in certain other J.P. Morgan 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
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 Institutional Class shares, the Surviving Fund may close an account if
the balance falls below __________. 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.
-22-
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
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 agent. The Surviving Fund may modify or cancel the
sale of shares by phone without notice.
MFST, on behalf of the Surviving Fund has entered into agreements with
certain shareholder servicing agents (including Chase) under which the
shareholder servicing agents 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 0.25% of the average daily net assets of the
Institutional 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 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 Surviving 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 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;
-23-
- take distributions of net investment income in cash or as a deposit in
a pre-assigned bank account and reinvest distributions of net capital
gain in additional shares; or
- 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. Dividends of tax-exempt interest income
are not subject to federal income taxes but will generally be subject to state
and local taxes. However, for the Surviving Fund, New York residents will not
have to pay New York State or New York City personal income taxes on tax-exempt
income from New York municipal obligations. The state or municipality where you
live may not charge you state and local taxes on tax-exempt interest earned on
certain bonds. Dividends earned on bonds issued by the U.S. government and its
agencies may also be exempt from some types of state and local taxes.
If you receive distributions of net capital gain, the tax rate will be
based on how long 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.
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
-24-
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 MFST, which is organized
under the law of the Commonwealth of Massachusetts. As a Massachusetts business
trust, MFST's operations are governed by MFST'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 MFST'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 MFST and JPMIF
is set forth in the Funds' respective Statements of Additional Information,
which are incorporated herein by reference.
SHARES OF FUNDS
Each of MFST 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 portfolio of a trust and may issue multiple classes of
shares. Each share of a series or 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 MFST 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 MFST 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 MFST 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 MFST
or JPMIF.
SHAREHOLDER VOTING RIGHTS
A vacancy in the Board of either MFST 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
-25-
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 MFST 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 MFST 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 MFST 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 MFST 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 MFST 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 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 MFST 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. JPMFAM is
responsible for the day-to-day management of the Surviving Fund.
-26-
DESCRIPTION OF JPMFAM
JPMFAM 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 and, therefore, indirectly to the Merging Fund 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 0.30%.
The Master Portfolio and, therefore, indirectly the Merging Fund also currently
pay 0.30% of average net assets with respect to its assets in the Master
Portfolio to JPMIM for its advisory services. 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 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 MFST or the Surviving Fund in connection with the
performance of the
-27-
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 MFST
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 MFST 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 MFST.
PORTFOLIO MANAGER
Pamela Hunter and Richard Taormina are responsible for the day-to-day
management of the Surviving Fund. Ms. Hunter is a Managing Director at JPMFAM
and heads the team providing tax exempt strategy, research and portfolio
management. She has been employed at JPMFAM and its predecessors since 1980. Mr.
Taormina is a Municipal Portfolio Manager and Analyst at JPMFAM. He joined the
company in October 1997. Before joining JPMFAM, he was a Senior Municipal Bond
Trader at The Vanguard Group of Investment Companies, beginning in 1990. Ms.
Hunter has been a portfolio manager since the Surviving Fund's inception, and
Mr. Taormina since 1997.
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 MFST 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 MFST's
policies and procedures applicable to the Fund. JPMFAM shall use its best
efforts to seek to execute portfolio transactions at prices which, under the
circumstances, result in total costs or proceeds being the most favorable to
such Fund. In assessing the best overall terms available for any transaction,
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
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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 MFST'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, MFST 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 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
-29-
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.
As administrator, Chase receives a fee of 0.15% 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 0.075% for complex
wide non-money market Fund assets in excess of $26 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 MFST 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 MFST and
certain current Trustees of JPMIF (including certain members of JPMF'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 MFST are concurrently considering the election of the same
individuals to the Board of Trustees of MFST. Biographical information about the
Nominees and other relevant information is set forth below. More information
regarding the current Trustees of MFST 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 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.
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The following are the nominees:
----------------------------------------------
The Board of Trustees of JPMIF met four times during the fiscal year ended
July 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), Eschenlaur, 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 July 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 , which is allocated
among all investment companies for which the Trustee serves 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 for the calendar year ended
December 31, 2000 are set forth below.
Aggregate Trustee
Compensation Paid Total Trustee Compensation Accrued by
Name of Trustee by the Trust During 2000 Fund Complex(1) During 2000(2)
- ------------------------------------------- -------------------------- ---------------------------------------
Frederick S. Addy, Trustee $ 11,238 $ 75,000
William G. Burns, Trustee $ 11,238 $ 75,000
Arthur C. Eschenlauer, Trustee $ 11,238 $ 75,000
Matthew Healey, Trustee(3)
Chairman and Chief Executive Officer $ 11,238 $ 75,000
Michael P. Mallardi, Trustee $ 11,238 $ 75,000
- ----------------------------
(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
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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 fiscal year ended March 31, 1999: $ . For the four
months ended July 31, 1999: $ . For the fiscal year ended July 31, 2000: $ .
MASTER PORTFOLIO-- For the fiscal year ended March 31, 1999: $6,630. For the
four months ended July 31, 1999: $2,300. For the fiscal year ended July 31,
2000: $4,457.
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:
-32-
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 Distributor, Inc.
("FDI"), 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:
NAME AND POSITION AGE PRINCIPAL OCCUPATION AND OTHER INFORMATION
- ---------------------------------------------------- ------------- ----------------------------------------------------------
Matthew Healey 63 Chief Executive Officer; Chairman, Pierpont Group, 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.
-33-
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. Pricewaterhouse Coopers LLP also
performs other professional accounting, auditing, tax and advisory services when
MFST or JPMIF engages it to do so.
AUDIT FEES. The aggregate fees paid to Pricewaterhouse Coopers LLP in
connection with the annual audit of the Merging Fund and the Master Portfolio
for the last fiscal year was $37,500.
FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES. The
aggregate fees billed for financial information systems design and
implementation services rendered by Pricewaterhouse Coopers LLP to the Merging
Fund, the Master Portfolio, 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 Pricewaterhouse
Coopers LLP to the Merging Fund, the Master Portfolio, JPMIM and JPMIM's
affiliates that provide services to the Fund for the calendar year ended
December 31, 2000 was $11,029,300.
The Audit Committee has considered whether the provision of non-audit
services is compatible with maintaining the independence of
PricewaterhouseCoopers LLP.
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
_________, 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.
-34-
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 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
-35-
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 shares of the Surviving Fund 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 Merging Percentage of Surviving
Amount of Shares Fund Owned on Record Fund Owned Upon
Name and Address Owned Date Consummation
- -------------------------------------- ------------------ ----------------------- -------------------------
On the record date, the Trustees and officers of MFST 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 shares of the Surviving 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:
Percentage of Surviving Percentage of Surviving
Amount of Shares Fund Owned on Fund Owned Upon
Name and Address Owned Record Date Consummation
- -------------------------------------- ------------------ ----------------------- -------------------------
-36-
ADDITIONAL INFORMATION ABOUT MFST
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 MFST'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 1-800-548-4782. MFST 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 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 July 31, 2000 and the Surviving
Fund for the fiscal year ended August 31, 2000 and the audited financial
statements, notes thereto and supplementary data of the Master Portfolio for the
fiscal year ended July 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 Surviving Fund and the Master Portfolio have been incorporated herein
by reference in
-37-
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 Merging Fund for the fiscal period ended January 31, 2001 and the
unaudited financial statements, notes thereto and supplementary data of the
Master Portfolio for the fiscal period ended January 31, 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 MFST nor JPMIF is involved in any litigation that would have any
material adverse effect upon either the Merging Fund or the Surviving Fund.
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 J.P.
Morgan Institutional New York Tax Exempt Bond Fund (the "Transferor
Portfolio"), Mutual Fund Select Trust (the "Acquiring Trust"), a
Massachusetts business trust, on behalf of JPMorgan New York Intermediate
Tax Free Income Fund (formerly, Chase Vista New York Intermediate Tax Free
Income 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 Institutional Class share class in
A-1
exchange 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 Chase Manhattan Bank (the "Custodian"), as custodian and
pricing agent for the Transferor Portfolio and the Acquiring Portfolio. The
determination of said Custodian shall be conclusive and binding on all
parties in interest.
(ii) As of the Effective Time of the Reorganization, the
Transferor Trust will liquidate and distribute pro rata to its shareholders
of record ("Transferor Portfolio Shareholders") as of the Effective Time of
the Reorganization the Acquiring Portfolio Shares received by such Transferor
Portfolio pursuant to Section 1(a)(i) in actual or constructive exchange for
the shares of the Transferor Portfolio held by the Transferor Portfolio
shareholders. Such liquidation and distribution will be accomplished by the
transfer of the Acquiring Portfolio Shares then credited 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 _________, 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
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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 Institutional 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
Institutional 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 beneficial interest, of which as of February 28, 2001
there were outstanding shares 10,743,651 in Class A, 1,764,212 in Class B and
40,992,150 in the Institutional Class (renamed Select Shares) of the
Acquiring Portfolio, and no shares of such Portfolio were held in the
treasury of the Acquiring Trust. All of the outstanding shares of the
Acquiring Trust have been duly authorized and are validly issued, fully paid
and nonassessable (except as disclosed in the Acquiring Trust's prospectus
and recognizing that under Massachusetts law, shareholders of an Acquiring
Trust portfolio could, under certain circumstances, be held personally liable
for the obligations of such Acquiring Trust portfolio). Because the Acquiring
Trust is an open-end investment company engaged in the continuous offering
and redemption of its shares, the number of outstanding shares may change
prior to the Effective Time of the Reorganization. All of the issued and
outstanding shares of the Acquiring Portfolio have been offered and sold in
compliance in all material respects with applicable registration requirements
of the Securities Act and applicable state securities laws.
(e) FINANCIAL STATEMENTS. The financial statements of the
Acquiring Trust with respect to the Acquiring Portfolio for the fiscal year
ended August 31, 2000, which have been audited by PricewaterhouseCoopers LLP,
fairly present the financial position of the Acquiring Portfolio as of the
dates thereof and the respective results of operations and changes in net
assets for each of the periods indicated in accordance with generally
accepted accounting principles ("GAAP").
(f) SHARES TO BE ISSUED UPON REORGANIZATION. The Acquiring
Portfolio Shares to be issued in connection with the Reorganization will be
duly authorized and upon consummation of the Reorganization will be validly
issued, fully paid and nonassessable (except as disclosed in the Trust's
prospectus and recognizing that under Massachusetts law, shareholders of an
Acquiring Trust portfolio could, under certain circumstances, be held
personally liable for the obligations of such portfolio).
(g) AUTHORITY RELATIVE TO THIS PLAN. The Acquiring Trust, on
behalf of the Acquiring Portfolio, has the power to enter into this Plan and
to carry out its obligations hereunder. The execution and delivery of this
Plan and the consummation of the transactions contemplated hereby have been
duly authorized by the Acquiring Trust's Board of Trustees and no other
proceedings by the Acquiring Trust other than those contemplated under this
Plan are necessary to authorize its officers to effectuate this Plan and the
transactions contemplated hereby. The Acquiring Trust is not a party to or
obligated under any provision of its Declaration of Trust or By-laws, or
under any indenture or contract provision or any other commitment or
obligation, or subject to any order or decree, which would be violated by or
which would prevent its execution and performance of this Plan in accordance
with its terms.
(h) LIABILITIES. There are no liabilities of the Acquiring
Portfolio, whether actual or contingent and whether or not determined or
determinable, other than liabilities disclosed or
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provided for in the Acquiring Trust's financial statements with respect to
the Acquiring Portfolio and liabilities incurred in the ordinary course of
business subsequent to August 31, 2000 or otherwise previously disclosed to
the Acquiring Trust with respect to the Acquiring Portfolio, none of which
has been materially adverse to the business, assets or results of operations
of the Acquiring Portfolio.
(i) NO MATERIAL ADVERSE CHANGE. Since August 31, 2000, there has
been no material adverse change in the financial condition, results of
operations, business, properties or assets of the Acquiring Portfolio, other
than those occurring in the ordinary course of business (for these purposes,
a decline in net asset value and a decline in net assets due to redemptions
do not constitute a material adverse change).
(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 "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.
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
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Massachusetts and has the power to carry on its business as it is now being
conducted. The Transferor Portfolio is a validly existing series of shares of
such business trust representing interests therein under the laws of
Massachusetts. Each of Transferor Portfolio and the Transferor Trust has all
necessary federal, state and local authorization to own all of its properties
and assets and to carry on its business as now being conducted.
(b) REGISTRATION AS INVESTMENT COMPANY. The Transferor Trust is
registered under the Act as an open-end investment company of the management
type; such registration has not been revoked or rescinded and is in full
force and effect.
(c) CURRENT OFFERING DOCUMENTS. The current prospectus and
statement of additional information of the Transferor Trust, as amended,
included in the Transferor Trust's registration statement on Form N-1A filed
with the Commission, comply in all material respects with the requirements of
the Securities Act and the Act and do not contain an untrue statement of a
material fact or omit to state a material fact necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading.
(d) CAPITALIZATION. The Transferor Trust has an unlimited number
of authorized shares of beneficial interest, of which as of February 28, 2001
there were outstanding 19,582,907 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.
(e) FINANCIAL STATEMENTS. The financial statements for the
Transferor Trust with respect to the Transferor Portfolio and The New York
Tax Exempt Bond Portfolio for the fiscal year ended July 31, 2000 which have
been audited by PricewaterhouseCoopers LLP fairly present the financial
position of the Transferor Portfolio and The New York Tax Exempt Bond
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. The unaudited financial statements for the Transferor Trust with
respect to the Transferor Portfolio and The New York Tax Exempt
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Bond Portfolio for the fiscal period ended January 31, 2001 fairly present
the financial position of the Transferor Portfolio and The New York Tax
Exempt Bond 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 January 31, 2001 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 January 31, 2001, 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.
(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 for all taxable years to and including
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July 31, 2000, 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.
(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
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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 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
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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 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.
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(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
J.P. Morgan New York Tax Exempt Bond Fund, a series of J.P. Morgan Funds,
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:
(a) APPROVAL BY THE TRANSFEROR PORTFOLIO'S SHAREHOLDERS. The
Transferor Shareholder Approval shall have been obtained.
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(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
January 31, 2001.
(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 J.P. Morgan
New York Tax Exempt Bond Fund, a series of J.P. Morgan Funds, 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.
(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
A-12
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 Select Class Shares and the Institutional Class
Shares of the Acquiring Portfolio are not higher than those set forth in the
Registration Statement for a period of three years after the Exchange Date.
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
A-13
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.
(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
A-14
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 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 Select Trust" is the designation of its
Trustees under a Declaration of Trust dated October 1, 1996, 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 Institutional New York Tax Exempt Bond Fund
By:
-----------------------------------------------------------------
Name:
Title:
MUTUAL FUND SELECT TRUST
on behalf of JPMorgan New York Intermediate Tax Free Income 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
JPMORGAN INSTITUTIONAL NEW YORK TAX EXEMPT BOND FUND,
A SERIES OF J.P. MORGAN 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 JPMorgan
Institutional New York Tax Exempt Bond Fund (the "Merging Fund"), a series of
JPMorgan 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 MFST'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.
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, MFST, on behalf of the Surviving Fund, 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 MFST 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 Institutional Class shares
of the Surviving Fund 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, NY, 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 audited financial statements, notes
thereto and supplementary data of the Master Portfolio contained in their
respective Annual Reports, each dated July 31, 2000, are incorporated by
reference into this Statement of Additional Information related to this
Combined Prospectus/Proxy Statement. The audited financial highlights,
financial statements and notes thereto of the Surviving Fund contained in its
Annual Report dated August 31, 2000 are incorporated by reference into this
Statement of Additional Information related to this Combined Prospectus/Proxy
Statement. The unaudited financial highlights, financial statements and notes
thereto of the Merging Fund and the unaudited financial statements, notes
thereto and supplementary data of the Master Portfolio contained in their
respective Semi-Annual Reports, each dated January 31, 2001, are incorporated
by reference into this Statement of Additional Information related to this
Combined Prospectus/Proxy Statement. The audited 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 July 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.
3
THE NEW YORK TAX EXEMPT BOND PORTFOLIO / JPMORGAN NEW YORK INTERMEDIATE
TAX FREE INCOME FUND
COMBINED PORTFOLIO OF INVESTMENTS
FOR THE YEAR ENDED FEBRUARY 28, 2001 (UNAUDITED)
(AMOUNTS IN THOUSANDS)
SHARES MARKET VALUE
- -------------------------------------------- --------------------------------------------
PRO FORMA PRO FORMA
COMBINED COMBINED
JPMORGAN JPMORGAN
NEW YORK NEW YORK
JPMORGAN THE INTERME- JPMORGAN THE INTERME-
NEW YORK NEW YORK DIATE TAX NEW YORK NEW YORK DIATE TAX
INTERMEDIATE TAX EXEMPT FREE INTERMEDIATE TAX EXEMPT FREE
TAX FREE BOND PRO FORMA INCOME TAX FREE BOND PRO FORMA INCOME
INCOME FUND PORTFOLIO ADJUSTMENTS FUND INCOME FUND PORTFOLIO ADJUSTMENTS FUND
- ----------- --------- ----------- --------- ----------- ---------- ----------- --------
MUNICIPALS 98.98%
GENERAL OBLIGATIONS & HOUSE
AUTHORITY 54.97%
CALIFORNIA 0.70%
Bay Area Governments
Association Lease Rev.,
Series 2001 A, (Bart SFO
Extension-FTA Capital
Grant), 4.88%,
5,000 5,000 6/15/09 (AMBAC) $ - $ 5,121 $ 5,121
--------------------------------------------
NEW YORK 47.58%
Babylon, (Waste Facilities),
3,000 3,000 9.00%, 8/1/11 (FGIC) 4,102 4,102
New York City, Series 1998 A,
6,455 6,455 5.00%, 8/1/05 6,737 6,737
New York City, Series 1999 I,
4,325 4,325 4.00%, 4/15/02 4,350 4,350
New York, Series 1993 A-1,
7,000 7,000 5.75%, 8/1/14 7,243 7,243
4,375 4,375 New York, 6.00%, 3/1/07 4,807 4,807
New York, Series 1996 A,
5,250 5,250 6.50%, 7/15/06 5,876 5,876
New York, Series 2001 A,
12,110 12,110 5.25%, 3/15/14 12,600 12,600
Yonkers, Series 1996 C, 5.50%,
3,230 3,230 8/1/04 (AMBAC) 3,407 3,407
Albany County, New York, Airport
2,000 2,000 Authority, Rev., 5.30%, 12/15/2015 2,056 2,056
Allegany County, New York, IDA, Civic
Facility, Alfred University, Rev.,
1,120 1,120 5.25%, 8/1/2011 1,192 1,192
Amherst, New York, IDA, Civic
Facility, Faculty Student Housing,
1,290 1,290 Ser. B, Rev., 5.75%, 8/1/2015 1,411 1,411
Amherst, New York, IDA, Civic
Facility, Student Housing Corp., Ser.
1,175 1,175 A, Rev., 5.50%, 8/1/2015 1,251 1,251
Amherst, New York, IDA, Civic
Facility, Student Housing Corp., Ser.
1,000 1,000 B, Rev., 5.50%, 8/1/2015 1,065 1,065
Arkport, New York, Central School
150 150 District, GO, 5.20%, 6/15/2009 160 160
Arkport, New York, Central School
50 50 District, GO, 5.20%, 6/15/2010 53 53
Attica, New York, Central School
500 500 District, GO, 5.00%, 6/15/2015 507 507
Barker, New York, Central School
420 420 District, GO,5.13%, 6/1/2004 438 438
Barker, New York, Central School
480 480 District, GO, 5.15%, 6/1/2006 507 507
Battery Park City Authority, New
2,000 2,000 York, Ser. A, Rev., 5.50%, 11/1/2026 2,045 2,045
Beacon, New York, City School
1,040 1,040 District, GO, 5.50%, 7/15/2011 1,130 1,130
Brentwood, New York, Union Free
250 250 School District, GO, 5.63%, 6/15/2011 273 273
Brentwood, New York, Union Free
100 100 School District, GO, 5.63%, 6/15/2012 109 109
Brentwood, New York, Union Free
650 650 School District, GO, 5.63%, 6/15/2013 704 704
Burnt Hills-Ballston Lake, New York,
Central School District, GO, 5.40%,
590 590 7/15/2016 616 616
Burnt Hills-Ballston Lake, New York,
Central School District, GO, 5.50%,
305 305 7/15/2017 320 320
Burnt Hills-Ballston Lake, New York,
Central School District, GO, 5.50%,
375 375 7/15/2018 392 392
Chenango Forks, New York, Central
250 250 School District, GO, 5.63%, 6/15/2011 273 273
Chenango Forks, New York, Central
850 850 School District, GO, 5.70%, 6/15/2012 930 930
Cleveland Hill, New York, Union Free
School District, Cheektowaga, GO,
1,655 1,655 5.50%, 10/15/2013 1,775 1,775
Cleveland Hill, New York, Union Free
School District, Cheektowaga, GO,
1,730 1,730 5.50%, 10/15/2014 1,844 1,844
Colonie, New York, Public
Improvement, Ser. B, GO, 5.20%,
175 175 4/1/2004 182 182
Colonie, New York, Public
Improvement, Ser. B, GO, 5.20%,
375 375 4/1/2005 394 394
East Meadow, New York, Fire District,
185 185 GO, 5.30%, 4/1/2004 193 193
East Meadow, New York, Fire District,
250 250 GO, 5.30%, 4/1/2005 263 263
East Meadow, New York, Fire District,
250 250 GO, 5.30%, 4/1/2006 265 265
Erie County, New York, Public
885 885 Improvement, GO, 6.00%, 1/15/2005 919 919
Erie County, New York, Ser. B, GO,
855 855 6.00%, 3/15/2006 889 889
See Notes to Pro Forma Financial Statements
4
Erie County, New York, Water
Authority, Improvement & Extension,
1,695 1,695 Rev., ^, 5.75%, 12/1/2008 1,815 1,815
Goshen, New York, Central School
1,050 1,050 District, GO, 5.00%, 6/15/2016 1,078 1,078
Goshen, New York, Central School
1,050 1,050 District, GO, 5.00%, 6/15/2017 1,071 1,071
Lindenhurst, New York, Union Free
1,070 1,070 School District, GO, 5.25%, 7/15/2012 1,132 1,132
Lindenhurst, New York, Union Free
1,295 1,295 School District, GO, 5.25%, 7/15/2016 1,341 1,341
Lindenhurst, New York, Union Free
1,460 1,460 School District, GO, 5.25%, 7/15/2017 1,500 1,500
Long Island Power Authority, New
York, Electric Systems, Ser. A, Rev.,
5,000 5,000 5.50%, 12/1/2011 5,508 5,508
Longwood Central School District at
Middle Island, New York, GO, 4.80%,
405 405 6/15/2011 418 418
Longwood Central School District at
Middle Island, New York, GO, 4.80%,
1,290 1,290 6/15/2013 1,311 1,311
Mahopac, New York, Central School
525 525 District, Ser. B, GO, 5.60%, 6/15/2014 568 568
Mahopac, New York, Central School
815 815 District, Ser. B, GO, 5.60%, 6/15/2015 876 876
Massapequa, New York, Union Free
School District, Ser. A, GO, 5.38%,
1,090 1,090 6/15/2009 1,179 1,179
Massapequa, New York, Union Free
School District, Ser. A, GO, 5.38%,
2,180 2,180 6/15/2012 2,341 2,341
Massapequa, New York, Union Free
School District, Ser. A, GO, 5.40%,
2,485 2,485 6/15/2013 2,653 2,653
Massapequa, New York, Union Free
School District, Ser. A, GO, 5.70%,
3,135 3,135 6/15/2016 3,374 3,374
Metropolitan Transportation
Authority, New York, Commuter
Facilities, Ser. B, Rev., 6.10%,
500 500 7/1/2009 565 565
Metropolitan Transportation
Authority, New York, Dedicated Tax
2,000 2,000 Fund, Ser. A, Rev., 5.50%, 4/1/2016 2,085 2,085
Metropolitan Transportation
Authority, New York, Transportation
Facilities, Ser. C, Rev., 4.75%,
200 200 7/1/2016 197 197
Metropolitan Transportation
Authority, New York, Transportation
Facilities, Ser. C, Rev., 5.25%,
510 510 7/1/2016 545 545
Monroe County, New York, IDA, Public
Improvement, Canal Ponds Park, Ser.
550 550 A, Rev., 7.00%, 6/15/2013 581 581
Monroe County, New York, Public
1,050 1,050 Improvement, GO, 4.50%, 6/1/2009 1,073 1,073
Monroe County, New York, Public
775 775 Improvement, GO, 4.50%, 6/1/2010 788 788
Monroe County, New York, Public
100 100 Improvement, GO, 6.00%, 3/1/2001 100 100
Monroe County, New York, Public
1,230 1,230 Improvement, GO,6.00%, 3/1/2012 1,401 1,401
Monroe County, New York, Public
1,000 1,000 Improvement, GO, 6.00%, 3/1/2014 1,140 1,140
Monroe County, New York, Public
1,000 1,000 Improvement, GO, 6.00%, 3/1/2018 1,132 1,132
Monroe County, New York, Public
1,000 1,000 Improvement, GO, 6.00%, 3/1/2019 1,129 1,129
Monticello, New York, Central School
1,020 1,020 District, GO, 5.63%, 6/15/2006 1,101 1,101
Municipal Assistance Corp. for New
York City, Ser. E, Rev., 6.00%,
2,400 2,400 7/1/2005 2,607 2,607
Municipal Assistance Corp. for New
York City, Ser. E, Rev., 6.00%,
6,740 6,740 7/1/2006 7,392 7,392
Municipal Assistance Corp. for New
York City, Ser. G, Rev., 6.00%,
6,500 6,500 7/1/2008 7,250 7,250
Nassau County, New York, General
Improvement, Ser. Q, GO, 5.20%,
2,000 2,000 8/1/2012 2,099 2,099
Nassau County, New York, General
Improvement, Ser. R, GO, 5.13%,
1,800 1,800 11/1/2003 1,870 1,870
Nassau County, New York, IDA, Civic
Facility, Hofstra University Project,
4,740 4,740 Rev., 5.25%, 7/1/2009 5,077 5,077
Nassau County, New York, IDA, Civic
Facility, Hofstra University Project,
2,010 2,010 Rev., 5.00%, 7/1/2003 2,075 2,075
Nassau County, New York, IDA, Civic
Facility, Hofstra University Project,
1,705 1,705 Rev., 5.00%, 7/1/2006 1,791 1,791
Nassau County, New York, Ser. E, GO,
1,000 1,000 7.00%, 3/1/2004 1,077 1,077
New York City, New York, IDA, Civic
Facility, Mt. St. Vincent College,
450 450 Rev., 7.00%, 5/1/2008 479 479
New York City, New York, IDA, Civic
Facility, New School for Social
Research, Ser. A, Rev., 5.75%,
1,000 1,000 9/1/2015 1,057 1,057
New York City, New York, IDA, Civic
Facility, New York Blood Center Inc.
1,430 1,430 Project, Rev., ^, 7.20%, 5/1/2012 1,577 1,577
New York City, New York, IDA, Civic
Facility, YMCA Greater New York
1,500 1,500 Project, Rev., 5.80%, 8/1/2016 1,471 1,471
New York City, New York, IDA, IDR,
Brooklyn Navy Yard Cogen Partners
3,010 3,010 Project, Rev., 6.20%, 10/1/2022 3,040 3,040
See Notes to Pro Forma Financial Statements
5
New York City, New York, Industrial
Development Agency, Civic Facility,
Polytechnic University Project, Rev.,
1,435 1,435 5.13%, 11/1/2006 1,470 1,470
New York City, New York,
Industrial Development Agency,
Civic Facility, Polytechnic
University Project, Rev.,
1,380 1,380 5.00%,11/1/2004 1,404 1,404
New York City, New York, Municipal
Water Finance Authority, Water &
2,500 2,500 Sewer Systems, Rev., 5.66%, 6/15/2033 2,571 2,571
New York City, New York, Municipal
Water Finance Authority, Water &
Sewer Systems, Ser. A, Rev., ^,
725 725 7.00%, 6/15/2009 740 740
New York City, New York, Municipal
Water Finance Authority, Water &
Sewer Systems, Ser. A, Rev., 5.75%,
3,000 3,000 6/15/2031 3,156 3,156
New York City, New York, Municipal
Water Finance Authority, Water &
Sewer Systems, Ser. A, Rev., 7.00%,
1,010 1,010 6/15/2009 1,030 1,030
New York City, New York, Municipal
Water Finance Authority, Water &
Sewer Systems, Ser. B, Rev., 5.50%,
2,000 2,000 6/15/2027 2,047 2,047
New York City, New York, Ser. A, GO,
500 500 ^, 6.10%, 8/1/2002 518 518
New York City, New York, Ser. A, GO,
475 475 ^, 6.38%, 8/1/2002 501 501
New York City, New York, Ser. A, GO,
1,000 1,000 6.25%, 8/1/2003 1,049 1,049
New York City, New York, Ser. A, GO,
1,025 1,025 6.38%, 8/1/2005 1,077 1,077
New York City, New York, Ser. D, GO,
60 60 ^, 7.65%, 2/1/2002 63 63
New York City, New York, Ser. E, GO,
2,500 2,500 6.00%, 8/1/2007 2,765 2,765
New York City, New York, Ser. F, GO,
2,000 2,000 5.75%, 2/1/2012 2,121 2,121
New York City, New York, Ser. F, GO,
400 400 8.25%, 11/15/2002 419 419
New York City, New York, Ser. G, GO,
1,250 1,250 5.75%, 2/1/2004 1,318 1,318
New York City, New York, Ser. H, GO,
975 975 ^, 7.10%, 2/1/2002 1,023 1,023
New York City, New York, Ser. H, GO,
25 25 ^, 7.10%, 2/1/2012 26 26
New York City, New York, Ser. H, GO,
460 460 ^, 7.00%, 2/1/2002 482 482
New York City, New York, Ser. H, GO,
75 75 6.88%, 2/1/2002 77 77
New York City, New York, Ser. H, GO,
40 40 7.00%, 2/1/2006 42 42
New York City, New York, Ser. I, GO,
315 315 7.75%, 8/15/2001 321 321
New York City, New York, Transit
Authority, Metropolitan
Transportation Authority, Triborough,
1,000 1,000 Ser. A, COP, 5.63%, 1/1/2012 1,090 1,090
New York City, New York, Transitional
Finance Authority, Future Tax
1,700 1,700 Secured, Ser. A, Rev., 5.5%, 2/15/2008 1,836 1,836
New York City, New York, Transitional
Finance Authority, Future Tax
Secured, Ser. A, Rev., 5.00%,
4,575 4,575 11/15/2009 4,822 4,822
New York City, New York, Trust
Cultural Resources, Museum of Modern
1,550 1,550 Art, Ser. A, Rev., 5.40%, 1/1/2012 1,596 1,596
New York State, Dorm Authority,
Canisius College, Rev., 4.75%,
100 100 7/1/2012 102 102
New York State, Dorm Authority,
Canisius College, Rev., 4.85%,
525 525 7/1/2013 536 536
New York State, Dorm Authority,
Canisius College, Rev., 4.95%,
295 295 7/1/2014 299 299
New York State, Dorm Authority,
Canisius College, Rev., 5.00%,
230 230 7/1/2015 232 232
New York State, Dorm Authority, City
University System, Ser. D, Rev.,
1,545 1,545 5.75%, 7/1/2006 1,675 1,675
New York State, Dorm Authority, City
University System, 3rd General
1,000 1,000 Reserve, Ser. 1, Rev., 5.25%, 7/1/2008 1,059 1,059
New York State, Dorm Authority, City
University System, 3rd General
2,500 2,500 Reserve, Ser. 2, Rev., 5.38%, 7/1/2013 2,637 2,637
New York State, Dorm Authority, City
University System, 3rd General
3,000 3,000 Reserve, Ser. 2, Rev., 5.00%, 7/1/2017 2,954 2,954
New York State, Dorm Authority, City
University System, Ser. A, Rev.,
3,565 3,565 5.75%, 7/1/2013 3,973 3,973
New York State, Dorm Authority, City
University System, Ser. B, Rev.,
2,000 2,000 5.75%, 7/1/2007 2,188 2,188
New York State, Dorm Authority, City
University System, Ser. D, Rev.,
3,080 3,080 7.00%, 7/1/2009 3,504 3,504
New York State, Dorm Authority, City
University System, Ser. D, Rev.,
2,470 2,470 7.00%, 7/1/2009 2,810 2,810
New York State, Dorm Authority, Long
Island University, Rev., 5.13%,
1,020 1,020 9/1/2010 1,078 1,078
See Notes to Pro Forma Financial Statements
6
New York State, Dorm Authority, Long
Island University, Rev., 5.25%,
1,000 1,000 9/1/2011 1,065 1,065
New York State, Dorm Authority, Long
Island University, Rev., 5.00%,
470 470 9/1/2012 487 487
New York State, Dorm Authority,
Memorial Sloan Kettering Cancer
1,000 1,000 Center, Ser. C, Rev., 5.50%, 7/1/2009 1,081 1,081
New York State, Dorm Authority,
Memorial Sloan Kettering Cancer
1,000 1,000 Center, Ser. C, Rev., 5.50%, 7/1/2023 1,063 1,063
New York State, Dorm Authority,
Mental Health Services, Facilities
Improvement, Ser. B, Rev., 5.50%,
1,215 1,215 2/15/2012 1,300 1,300
New York State, Dorm Authority,
Mental Health Services, Facilities
Improvement, Ser. B, Rev., 5.60%,
1,665 1,665 8/15/2013 1,787 1,787
New York State, Dorm Authority, New
York University, Rev., ^, 6.38%,
170 170 7/1/2001 175 175
New York State, Dorm Authority, New
York University, Rev., ^, 6.38%,
2,580 2,580 7/1/2007 2,651 2,651
New York State, Dorm Authority, New
York University, Ser. A, Rev., 5.75%,
2,000 2,000 7/1/2009 2,212 2,212
New York State, Dorm Authority, New
York University, Ser. A, Rev., 5.75%,
1,000 1,000 7/1/2015 1,112 1,112
New York State, Dorm Authority, New
York University, Ser. A, Rev., 5.75%,
3,500 3,500 7/1/2016 3,878 3,878
New York State, Dorm Authority,
Nursing Home, Ser. A, Rev., 5.50%,
500 500 8/1/2020 513 513
New York State, Dorm Authority,
Rockefeller University, Rev., 5.00%,
2,015 2,015 7/1/2012 2,101 2,101
New York State, Dorm Authority,
Rockefeller University, Rev., 5.00%,
1,400 1,400 7/1/2028 1,366 1,366
New York State, Dorm Authority,
Special Act, School Districts
1,305 1,305 Program, Rev., 5.30%, 7/1/2011 1,394 1,394
New York State, Dorm Authority, State
Service Contract, Albany County,
2,065 2,065 Rev., 5.25%, 4/1/2012 2,153 2,153
New York State, Dorm Authority, State
Service Contract, Albany County,
340 340 Rev., 5.50%, 4/1/2008 366 366
New York State, Dorm Authority, State
University Educational Facilities,
1,000 1,000 Ser. A, Rev., 5.25%, 5/15/2011 1,059 1,059
New York State, Dorm Authority, State
University Educational Facilities,
1,380 1,380 Ser. A, Rev., 5.50%, 5/15/2006 1,480 1,480
New York State, Dorm Authority, State
University Educational Facilities,
6,500 6,500 Ser. A, Rev., 5.50%, 5/15/2013 7,112 7,112
New York State, Dorm Authority, State
University Educational Facilities,
2,000 2,000 Ser. C, Rev., ^, 7.38%, 5/15/2010 2,353 2,353
New York State, Energy Research &
Development Authority, Electric
Facilities, Lilco Project, Ser. B,
2,500 2,500 Rev., FRDO, 5.30%, 11/1/2023 2,429 2,429
New York State, Energy Research &
Development Authority, PCR, New York
State Electric and Gas Corp., Ser. E,
5,000 5,000 Rev., 5.90%, 12/1/2006 5,494 5,494
New York State, Environmental
Facilities Corp., PCR, State Water
Revolving Fund, New York City
Municipal Water, Rev., 5.75%,
7,200 7,200 6/15/2012 8,051 8,051
New York State, Environmental
Facilities Corp., PCR, State Water
Revolving Fund, Ser. A, Rev., 7.25%,
1,425 1,425 6/15/2010 1,469 1,469
New York State, Environmental
Facilities Corp., PCR, State Water
Revolving Fund, Ser. E, Rev., 6.00%,
5,415 5,415 6/15/2012 6,185 6,185
1,000 1,000 New York State, GO, 2.75%, 7/1/2004 972 972
345 345 New York State, GO, 5.25%, 3/1/2009 366 366
New York State, Housing Finance
Agency, Health Facilities, Monroe
1,280 1,280 County, Ser. A, Rev., 7.63%, 5/1/2005 1,314 1,314
New York State, Housing Finance
Agency, Multi-Family Housing, Ser. A,
300 300 Rev., 6.95%, 8/15/2012 314 314
New York State, Housing Finance
530 530 Agency, Rev., 8.00%, 11/1/2008 540 540
New York State, Housing Finance
Agency, Service Contract Obligation,
650 650 Ser. A, Rev., ^, 7.38%, 3/15/2002 689 689
New York State, Housing Finance
Agency, State University
Construction, Ser. A, Rev., ^, 8.00%,
1,550 1,550 5/1/2011 1,949 1,949
New York State, Medical Care
Facilities Finance Agency, Mortgage
Project, Ser. A, Rev., 5.40%,
205 205 8/15/2004 216 216
New York State, Medical Care
Facilities Finance Agency, Rev. ^,
70 70 7.70%, 8/15/2003 72 72
New York State, Mortgage Agency, Ser.
3,365 3,365 19, Rev., ^, 4.45%, 10/1/2015 3,366 3,366
See Notes to Pro Forma Financial Statements
7
New York State, Municipal Bond Bank
Agency, Special Program, Buffalo,
1,000 1,000 Ser. A, Rev., 6.88%, 3/15/2006 1,035 1,035
New York State, Thruway Authority,
Highway & Bridge Trust Fund, Ser. B,
120 120 Rev., 5.00%, 4/1/2008 126 126
New York State, Thruway Authority,
3,000 3,000 Ser. D, Rev., 5.25%, 1/1/2021 3,015 3,015
New York State, Thruway Authority,
Service Contract, Local Highway &
Bridge, Ser. A-2, Rev., 5.38%,
5,930 5,930 4/1/2010 6,345 6,345
New York State, Thruway Authority,
Service Contract, Local Highway &
Bridge, Ser. A-2, Rev., 5.00%,
5,000 5,000 4/1/2018 4,960 4,960
New York State, Thruway Authority,
Service Contract, Local Highway &
3,315 3,315 Bridge, 6.00%, 4/1/2011 3,622 3,622
New York State, Urban Development
Corp., Community Enhancement
Facilities, Ser. A, Rev., 5.00%,
1,490 1,490 4/1/2003 1,529 1,529
New York State, Urban Development
Corp., Correctional Facilities
Service Contract, Ser. D, Rev.,
100 100 5.00%, 1/1/2014 102 102
New York State, Urban Development
Corp., Youth Facilities Services
Contract, Ser. B, Rev., 5.60%,
250 250 4/1/2011 271 271
New York State, Urban Development
Corp., Youth Facilities Services
Contract, Ser. B, Rev., 5.88%,
95 95 4/1/2014 103 103
Niagara, New York, Frontier
Transportation Authority, Greater
Buffalo International Airport, Ser.
1,035 1,035 B, Rev., 5.75%, 4/1/2004 1,090 1,090
Oneida County, New York, GO, 5.5%,
1,045 1,045 3/15/2011 1,146 1,146
Oneida-Herkimer, New York, Solid
Waste Management Authority, Solid
1,000 1,000 Waste Systems, Rev., 5.50%, 4/1/2011 1,085 1,085
Port Authority of New York & New
Jersey, Special Obligation, 3rd
Installment, Special Project, Ser. 4,
3,000 3,000 Rev., 7.00%, 10/1/2007 3,149 3,149
Randolph, New York, Central School
275 275 District, GO, 5.00%, 6/15/2006 289 289
Rochester, New York, Ser. A, GO,
2,180 2,180 5.70%, 8/15/2004 2,332 2,332
Rome, New York, City School District,
1,905 1,905 GO, 5.50%, 6/15/2013 2,036 2,036
Scotia Glenville, New York, Central
1,050 1,050 School District, GO, 5.40%, 6/15/2012 1,124 1,124
Scotia Glenville, New York, Central
1,050 1,050 School District, GO, 5.50%, 6/15/2013 1,125 1,125
Scotia Glenville, New York, Central
1,025 1,025 School District, GO, 5.50%, 6/15/2014 1,092 1,092
Shenendehowa, New York, Central
School District, Clifton Park, GO,
275 275 5.50%, 7/15/2011 302 302
Stillwater, New York, Central School
500 500 District, GO, 5.20%, 6/15/2011 531 531
Suffolk County, New York, IDA, IDR,
Nissequogue Cogen Partners Facility,
1,000 1,000 Rev., 5.30%, 1/1/2013 914 914
Suffolk County, New York, Public
Improvement, Ser. C, GO, 5.10%,
1,780 1,780 11/1/2002 1,830 1,830
Suffolk County, New York, Southwest
5,000 5,000 Sewer District, GO, 6.00%, 2/1/2005 5,396 5,396
Sullivan County, New York, Public
1,065 1,065 Improvement, GO, 5.00%, 3/15/2008 1,100 1,100
Triborough Bridge & Tunnel Authority,
New York, General Purpose, Ser. Y,
7,125 7,125 Rev., 6.00%, 1/1/2012 8,073 8,073
Utica, New York, IDA, Civic Facility,
Munson William Porter Institute,
1,000 1,000 Rev., 5.40%, 7/15/2030 1,007 1,007
Utica, New York, Public Improvement,
295 295 GO, 6.10%, 1/15/2013 314 314
Utica, New York, Public Improvement,
295 295 GO, 6.20%, 1/15/2014 314 314
Utica, New York, Public Improvement,
320 320 GO, 6.25%, 1/15/2015 339 339
Utica, New York, Public Improvement,
440 440 GO, 6.00%, 1/15/2003 454 454
Utica, New York, Public Improvement,
465 465 GO, 6.00%, 1/15/2004 486 486
Utica, New York, Public Improvement,
700 700 GO, 6.00%, 1/15/2011 750 750
Utica, New York, Public Improvement,
675 675 GO, 6.00%, 1/15/2012 718 718
Warwick Valley, Central School
District, New York, GO, 5.50%,
565 565 1/15/2014 602 602
Watertown, New York, City School
600 600 District, GO, 5.63%, 6/15/2016 637 637
Watertown, New York, City School
1,365 1,365 District, GO, 5.63%, 6/15/2017 1,443 1,443
Watertown, New York, City School
1,245 1,245 District, GO, 5.63%, 6/15/2018 1,311 1,311
Westchester County, New York, GO, ^,
1,150 1,150 6.70%, 11/1/2006 1,317 1,317
Westchester County, New York, IDA,
AGR Realty Co. Project, Rev., ^,
480 480 5.75%, 1/1/2002 487 487
Westchester County, New York, IDA,
Civic Facility, Children's Village
Project, Ser. A, Rev., 5.30%,
2,000 2,000 3/15/2014 2,036 2,036
See Notes to Pro Forma Financial Statements
8
Westchester County, New York, IDA,
Civic Facility, Rippowam-Cisqua
1,000 1,000 School Project, Rev., 5.75%, 6/1/2029 1,001 1,001
Westchester County, New York, IDA,
Resource Recovery, Resco Co. Project,
2,000 2,000 Ser. A, Rev., 5.70%, 7/1/2008 2,110 2,110
Windsor, New York, Central School
1,000 1,000 District, GO, 5.50%, 6/15/2013 1,075 1,075
Windsor, New York, Central School
1,170 1,170 District, GO, 5.50%, 6/15/2014 1,251 1,251
Windsor, New York, Central School
650 650 District, GO, 5.50%, 6/15/2015 691 691
--------------------------------------------
TOTAL NEW YORK 297,830 49,122 346,952
NORTHER MARIANA ISLANDS 0.07%
Northern Mariana Islands, Public
School System Project, Ser. A, GO,
500 500 3.70%, 10/1/2003 503 503
PUERTO RICO 2.20%
Puerto Rico Commonwealth,
Infrastructure Financing Authority,
Special Obligation, Ser. A, ^, 4.75%,
160 160 10/1/2012 166 166
Puerto Rico Commonwealth, Public
3,500 3,500 Improvement, GO, 6.00%, 7/1/2029 3,674 3,674
Puerto Rico Electric Power Authority,
4,390 4,390 Ser. AA, Rev., 5.40%, 7/1/2013 4,688 4,688
Puerto Rico Electric Power Authority,
1,250 1,250 Ser. AA, Rev., 6.25%, 7/1/2010 1,455 1,455
Puerto Rico Electric Power Authority,
1,300 1,300 Ser. HH, Rev., 5.50%, 7/1/2010 1,439 1,439
Puerto Rico Electric Power Authority,
1,800 1,800 Ser. X, Rev., 6.00%, 7/1/2011 1,951 1,951
Puerto Rico Municipal Finance Agency,
1,000 1,000 Ser. A, GO, 5.00%, 8/1/2002 1,023 1,023
Puerto Rico Municipal Finance Agency,
1,500 1,500 Ser. A, GO, 6.00%, 8/1/2015 1,679 1,679
--------------------------------------------
TOTAL PUERTO RICO 16,075 - 16,075
SOUTH CAROLINA 1.80%
South Carolina, Series 2001 A, (State
15,000 15,000 School Facilities), 3.50%, 1/1/14 - 13,143 13,143
--------------------------------------------
VIRGIN ISLANDS 2.61%
Virgin Islands Public Finance
Authority, Gross Receipts, Taxes Lien
1,090 1,090 Notes, Ser. A, Rev., 5.25%, 10/1/2001 1,096 1,096
Virgin Islands Public Finance
Authority, Gross Receipts, Taxes Lien
1,000 1,000 Notes, Ser. A, Rev., 5.50%, 10/1/2002 1,017 1,017
Virgin Islands Public Finance
Authority, Gross Receipts, Taxes Lien
1,390 1,390 Notes, Ser. A, Rev., 5.00%, 10/1/2003 1,406 1,406
Virgin Islands Public Finance
Authority, Gross Receipts, Taxes Lien
4,000 4,000 Notes, Ser. A, Rev., 6.38%, 10/1/2019 4,275 4,275
Virgin Islands Public Finance
Authority, Matching Fund Lien Notes,
1,150 1,150 Ser. A, Rev., ^, 7.25%, 10/1/2002 1,241 1,241
Virgin Islands Public Finance
Authority, Senior Lien, Fund Lien
2,000 2,000 Notes, Ser. C, Rev., 5.00%, 10/1/2001 2,007 2,007
Virgin Islands Public Finance
Authority, Senior Lien, Fund Lien
3,075 3,075 Notes, Ser. C, Rev., 5.00%, 10/1/2002 3,096 3,096
Virgin Islands Public Finance
Authority, Senior Lien, Ser. A, Rev.,
5,000 5,000 5.50%, 10/1/2022 4,858 4,858
--------------------------------------------
TOTAL VIRGIN ISLANDS 18,996 - 18,996
TOTAL GENERAL OBLIGATIONS &
HOUSE AUTHORITY 333,404 67,386 400,790
INSURED 5.84%
NEW YORK 5.84%
Babylon Industrial Development
Agency, Series 2000 A, (Civic
Facilities Rev.), 6.63%, 8/1/19
6,895 6,895 (AMBAC) 7,840 7,840
City University of New York, (John
Jay College), 5.75%, 8/15/05 (MBIA
4,200 4,200 IBC) 4,527 4,527
Metropolitan Transportation Auth.
Rev., Series 1996 A, 6.25%, 4/1/11
5,500 5,500 (MBIA) 6,294 6,294
1,065 1,065 Monroe County, 5.88%, 6/1/08 (AMBAC) 1,192 1,192
65 65 Monroe County, 5.88%, 6/1/08 (AMBAC) 73 73
New York City, Series 1991 A, 3.00%,
5,000 5,000 8/15/02 (MBIA IBC) 4,969 4,969
New York City, Series 1996 G, 5.75%,
750 750 2/1/06 (AMBAC) 808 808
New York City, Series 1997 I, 6.25%,
4,000 4,000 4/15/07 (MBIA) 4,462 4,462
New York State Dormitory Auth. Rev.,
2,280 2,280 (Columbia University), 5.25%, 7/1/07 2,437 2,437
New York State Dormitory Auth. Rev.,
(North Shore University Hospital),
2,530 2,530 5.50%, 11/1/10 (MBIA) 2,733 2,733
New York State Medical Care
Facilities Finance Agency, Series
1994 A, (N.Y. Hospital Federal
Housing Authority Insured Mortgage),
2,100 2,100 6.80%, 8/15/24 (AMBAC) 2,378 2,378
Suffolk County, (Southwest Sewer
4,365 4,365 District), 6.00%, 2/1/08 (MBIA) 4,840 4,840
--------------------------------------------
TOTAL INSURED - 42,553 42,553
PRE-REFUNDED 3.41%
NEW YORK 3.41%
New York City Municipal Water
Finance Auth. Rev., Series 1996 B,
5,500 5,500 6.25%,6/15/20 6,198 6,198
See Notes to Pro Forma Financial Statements
9
New York Power Auth. Rev., Series
6,000 6,000 1992 AA, 6.25%, 1/1/23 6,264 6,264
New York State Medical Care
Facilities Finance Agency, Series
1992 A, (Methodist Nursing Federal
4,425 4,425 Housing Authority), 6.70%, 8/15/23 4,720 4,720
New York State Medical Care
Facilities Finance Agency, Series
1995 F, (Federal Housing Authority
Insured Mortgage Project), 6.20%,
470 470 8/15/15 509 509
New York State Thruway Auth. Rev.,
(Local Highway & Bridge), 6.45%,
4,950 4,950 4/1/15 5,557 5,557
Triborough Bridge & Tunnel Auth.
Rev., Series 1992 Y, 5.90%, 1/1/07
1,500 1,500 (GO ofAuth.) 1,641 1,641
--------------------------------------------
TOTAL PRE-REFUNDED - 24,889 24,889
PRIVATE PLACEMENT 3.67%
ILLINOIS 0.41%
Illinois Development Finance Auth.
3,000 3,000 Rev., 4.65%, 8/1/2028 - 3,009 3,009
--------------------------------------------
MICHIGAN 0.17%
1,198 1,198 City of Detroit, 5.49%, 10/15/01 - 1,207 1,207
--------------------------------------------
NEW JERSEY 0.28%
2,000 2,000 Trust Cultural, 4.60%, 1/1/08 - 2,027 2,027
--------------------------------------------
NEW YORK 2.61%
New York Convention Center Operating
Corp. Certificates of Partnership,
(Yale Building Acquisition), 6.50%,
1,000 10,000 11,000 12/1/04 1,018 10,189 11,207
New York Office of Temporary &
5,967 5,967 Disability Assistance, 5.21%, 7/1/04 6,110 6,110
1,706 1,706 New York State Office, 4.48%, 3/31/05 1,707 1,707
--------------------------------------------
1,018 18,006 19,024
PUERTO RICO 0.21%
Puerto Rico Commonwealth, 7.47%,
1,428 1,428 12/4/03 1,506 1,506
TOTAL PRIVATE PLACEMENT 1,018 25,755 26,773
REVENUE BONDS 23.71%
ARIZONA 0.82%
Arizona Health Facilities Auth. Rev.,
Series 1999 A, (Catholic Healthcare
6,000 6,000 West), 6.13%, 7/1/09 - 5,975 5,975
--------------------------------------------
MICHIGAN 0.70%
Michigan State Hospital Finance Auth.
Rev., Series 1999 B, (Ascension
5,000 5,000 Health Credit), 5.30%, 11/15/33 - 5,118 5,118
--------------------------------------------
NEW YORK 19.19%
Islip Community Development Agency,
(NY Institute of Technology), 7.50%,
2,000 2,000 3/1/26 2,362 2,362
Long Island Power Auth. Rev., 5.00%,
10,000 10,000 4/1/04 (MBIA) 10,368 10,368
Municipal Assistance Corp. for the
City of New York, Series1997 H,
5,000 5,000 6.00%, 7/1/05 5,428 5,428
New York City Transitional Finance
4,000 4,000 Auth. Rev., Series B, 6.13%, 11/15/14 4,481 4,481
New York City Transitional Finance
6,000 6,000 Auth., Series 2001 B, 5.50%, 2/1/13 6,435 6,435
New York Local Government Assistance
9,000 9,000 Corp., Series 1995 A, 5.90%, 4/1/11 9,919 9,919
New York Mortgage Agency Rev., Series
2000-94, (Homeowner Mortgage), 5.35%,
2,885 2,885 4/1/23 2,954 2,954
New York Power Auth. Rev., Series
2,000 2,000 1990 W, 6.63%, 1/1/03 2,111 2,111
New York State Dormitory Auth. Rev.,
(Concord Nursing Home Inc.), 6.25%,
3,745 3,745 7/1/16 (LOC: Fleet Bank N.A.) 4,003 4,003
New York State Dormitory Auth. Rev.,
(Manhattan College), 5.50%, 7/1/09
2,055 2,055 (Asset Guaranty GO of University) 2,172 2,172
New York State Dormitory Auth. Rev.,
(Manhattan College), 5.50%, 7/1/10
1,770 1,770 (Asset Guaranty GO of University) 1,867 1,867
New York State Dormitory Auth. Rev.,
3,450 3,450 (Pratt Institute), 6.25%, 7/1/14 3,827 3,827
New York State Dormitory Auth. Rev.,
Series 1993 A, (State University
Educational Facilities), 5.25%,
5/15/15 (MBIA-IBC) (Asset Guaranty GO
5,000 5,000 of University) 5,303 5,303
New York State Dormitory Auth. Rev.,
Series 1994 A, (University of
Rochester), 6.50%, 7/1/06 (Asset
1,210 1,210 Guaranty GO of University) 1,352 1,352
New York State Dormitory Auth. Rev.,
Series 2001 A, (New York University),
8,360 8,360 5.75%, 7/1/13 (AMBAC) 9,296 9,296
New York State Dormitory Auth.,
Series 2001 A, (Columbia University),
2,000 2,000 5.25%, 7/1/12 2,133 2,133
New York State Dormitory Auth.,
Series 2001 A, (Columbia University),
1,545 1,545 5.25%, 7/1/13 1,635 1,635
New York State Dormitory Auth.,
Series 2001 A, (Columbia University),
2,880 2,880 5.25%, 7/1/14 3,024 3,024
New York State Dormitory Auth.,
Series 2001 A, (Columbia University),
1,145 1,145 5.25%, 7/1/16 1,180 1,180
See Notes to Pro Forma Financial Statements
10
New York State Environmental
Facilities Corp., (NYC Municipal
5,000 5,000 Water), 5.75%, 6/15/11 5,534 5,534
New York State Environmental
Facilities Corp., (Pooled Loan
Program), Series 2000 B, 5.70%,
5,110 5,110 7/15/14 5,554 5,554
New York State Thruway Auth., Series
4,000 4,000 2000 B-1, 5.50%, 4/1/08 (FGIC) 4,323 4,323
New York State Urban Development
2,635 2,635 Corp., 6.00%, 1/1/06 2,858 2,858
Port Authority of New York & New
3,600 3,600 Jersey, 6.95%, 6/1/08 3,746 3,746
Port Authority of New York & New
Jersey, 120th Series, 5.75%, 10/15/07
9,425 9,425 (MBIA) 10,248 10,248
Triborough Bridge & Tunnel Auth.
8,000 8,000 Rev., Series 1992 Y, 5.50%, 1/1/17 8,568 8,568
Tsasc Inc., Series 1999-1, 4.80%,
3,690 3,690 7/15/06 3,751 3,751
Tsasc Inc., Series 1999-1, 4.88%,
4,175 4,175 7/15/07 4,195 4,195
Tsasc Inc., Series 1999-1, 5.00%,
2,690 2,690 7/15/08 2,715 2,715
Westchester County Healthcare Corp.
Rev., Series 2000 B, (County
8,140 8,140 Guaranteed), 5.25%, 11/1/12 8,577 8,577
--------------------------------------------
TOTAL NEW YORK - 139,919 139,919
PENNSYLVANIA 0.55%
Clinton County Industrial Development
Auth. Rev., Series 1992
A,(International Paper Co.), 4.73%,
4,000 4,000 1/15/02 (v) 4,000 4,000
--------------------------------------------
TEXAS 2.45%
Dallas-Fort Worth International
Airport Facility Improvement Corp.
Rev., Series 2000 B, (American
5,000 5,000 Airlines), 6.05%, 5/1/29 5,123 5,123
Lubbock Health Facilities Development
Corp., (St. Joseph Health Systems),
5,000 5,000 5.25%, 7/1/14 5,005 5,005
Texas Municipal Power Agency Rev.,
(Capital Appreciation), 0.00%,
12,000 12,000 9/1/10 (AMBAC) (y) 7,744 7,744
--------------------------------------------
TOTAL TEXAS - 17,872 17,872
TOTAL REVENUE BONDS - 172,884 172,884
TAX ANTICIPATION NOTES 0.42%
CALIFORNIA 0.42%
Tustin Unified School District Rev.,
(Community Facilities 97-1), 6.10%,
3,000 3,000 9/1/02 - 3,045 3,045
--------------------------------------------
TOTAL TAX ANTICIPATION NOTES - 3,045 3,045
SHORT-TERM MUNICIPAL SECURITIES 6.96%
NEW YORK 6.96%
Long Island Power Authority, New
York, Electric Systems, Sub. Ser. 2,
4,000 4,000 Rev., FRDO, 2.95%, 3/1/2001 4,000 4,000
New York City, New York, Housing
Development Corp., Multi-Family
Rental Housing, Carnegie Park, Ser.
4,000 4,000 A, Rev., FRDO, 2.95%, 3/2/2001 4,000 4,000
New York City, New York, Municipal
Water Finance Authority, Water &
Sewer Systems, Ser. C, Rev., FRDO,
6,900 6,900 2.95%, 3/1/2001 6,900 6,900
New York City, New York, Municipal
Water Finance Authority, Water &
Sewer Systems, Ser. C, Rev., FRDO,
1,050 1,050 2.95%, 3/1/2001 1,050 1,050
New York City, New York, Ser. B, Sub.
2,700 2,700 Ser. B-3, GO, FRDO, 2.95%, 3/1/2001 2,700 2,700
New York City, New York, Ser. B, Sub.
300 300 Ser. B-4, GO, FRDO, 2.95%, 3/1/2001 300 300
New York City, New York, Sub. Ser.
800 800 A-5, GO, FRDO, 2.95%, 3/1/2001 800 800
New York City, New York, Transitional
Finance Authority, Floating Rate
Trusts Receipts, Ser. L-3, Regulation
14,000 14,000 D, Rev., FRDO, 3.30%, 3/6/2001 14,000 14,000
New York State, Energy Research &
Development Authority, PCR, Rochester
Gas & Electric Corp., Ser. C, Rev.,
1,000 1,000 FRDO, 2.80%, 3/6/2001 1,000 1,000
New York State, Housing Finance
Agency, Worth Street Housing, Ser. A,
5,000 5,000 Rev., FRDO, 3.20%, 3/7/2001 5,000 5,000
Port Authority of New York & New
Jersey, Special Obligation, Versatile
Structure Obligation, Ser. 6, Rev.,
1,750 1,750 FRDO, 3.00%, 3/1/2001 1,750 1,750
Provident New York Money Market Fund,
9,271 9,271 3.35%, 12/31/2049 9,271 9,271
--------------------------------------------
TOTAL SHORT-TERM MUNICIPAL SECURITIES 50,771 - 50,771
TOTAL MUNICIPALS $385,194 $336,511 $721,705
SHORT-TERM INVESTMENTS 3.76%
INVESTMENT COMPANIES 3.76%
J.P. Morgan Institutional Tax Exempt
27,383 27,383 Money Market Fund (a) 27,383 27,383
--------------------------------------------
TOTAL SHORT-TERM INVESTMENTS - $27,383 $27,383
See Notes to Pro Forma Financial Statements
11
- -----------------------------------------------------------------------------------------------------------------------------------
TOTAL INVESTMENTS 102.74% $385,194 $363,894 $749,088
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
TOTAL COST $369,764 $355,450 $725,214
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
TOTAL NET ASSETS $385,590 $344,731 $729,128
- -----------------------------------------------------------------------------------------------------------------------------------
AMBAC - AMBAC Assurance Corporation
COP - Certificate of Participation
GO - General Obligation
FGIC - Financial Guarantee Insurance Company
IBC - IBC Financial Data, Inc.
IDA - Industrial Development Authority
IDR - Industrial Development Revenue
LOC - Letter of Credit
MBIA - MBIA Insurance Corp.
PCR - Pollution Control Revenue
(a) Money market mutual fund registered under the Investment Company Act of
1940, as amended, and advised by J.P. Morgan Investment Management, Inc.
(y) Yield to maturity call.
The Accompanying Notes are an Integral Part of the Financial Statements.
See Notes to Pro Forma Financial Statements
12
J.P. MORGAN NEW YORK TAX EXEMPT BOND FUND / J.P. MORGAN INSTITUTIONAL NEW YORK
TAX EXEMPT BOND FUND / THE NEW YORK TAX EXEMPT PORTFOLIO / JPMORGAN NEW YORK
INTERMEDIATE TAX FREE INCOME FUND
PRO FORM COMBINING STATEMENT OF ASSETS AND LIABILITIES
AS OF FEBRUARY 28, 2001 (UNAUDITED)
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
J.P. MORGAN NEW J.P. MORGAN THE NEW
YORK TAX EXEMPT INSTITUTIONAL YORK TAX
BOND FUND NEW YORK TAX EXEMPT BOND
EXEMPT BOND PORTFOLIO
FUND
ASSETS:
Investment Securities, at Value $ - $ - $ 363,894
Investment in The New York Tax Exempt Bond Portfolio
("Portfolio"), at value 133,397 211,334 -
Cash - - -
Other Assets - - -
Receivables: - - -
Investment Securities Sold - - 27,739
Margin Account For Futures Contracts - - -
Fund Shares Sold - - -
Accrued Income Receivable - - 3,535
Expense Reimbursements - 11 -
Interest - - 311
------------------------------------------------
Total Assets 133,397 211,345 395,479
------------------------------------------------
LIABILITIES:
Payables: - - -
Due To Custodian - - 22,076
Investment Securities Purchased - - 28,536
Payable for Fund Shares Redeemed - - -
Dividends 379 677 -
Accrued Liabilities: - - -
Investment Advisory Fees - - 78
Administration Fees 2 4 6
Shareholder Servicing Fees 26 15 -
Distribution Fees - - -
Custodian Fees - - 2
Other 47 54 50
------------------------------------------------
Total Liabilities 454 750 50,748
------------------------------------------------
NET ASSETS:
Paid-in Capital 129,436 205,985 -
Undistributed (Distributions in Excess of) Net
Investment Income (39) (42) -
Accumulated Net Realized Gain/(Loss) (90) (156) -
Net Unrealized Appreciation of Investments 3,636 4,808 -
------------------------------------------------
Net Assets $ 132,943 $ 210,595 $ 344,731
================================================
Shares of beneficial interest outstanding ($.001 par
value; unlimited number of shares authorized) 12,442 19,583 -
Net Asset Value Per Share $ 10.68 $ 10.75 -
Net Asset Value: - - -
- - -
- - -
PRO FORMA WITH CONCURRENT REORGANIZATION
JPMORGAN NEW YORK INTERMEDIATE TAX FREE INCOME FUND
Shares Outstanding
Class A - - -
Class B - - -
Select - - -
Institutional - - -
Net Asset Value Per Share
Class A - - -
Class B - - -
Select - - -
Institutional - - -
------------------------------------------------
Cost of Investments $ - $ - $ 355,450
================================================
JPMORGAN NEW PRO FORMA PRO FORMA
YORK ADJUSTMENT COMBINED
INTERMEDIATE TAX JPMORGAN NEW YORK
FREE INCOME INTERMEDIATE TAX
FUND FREE INCOME FUND
ASSETS:
Investment Securities, at Value $ 385,194 $ - $ 749,088
Investment in The New York Tax Exempt Bond Portfolio
("Portfolio"), at value - (344,731)(a) -
Cash 1 - 1
Other Assets 5 - 5
Receivables: - - -
Investment Securities Sold 4,065 - 31,804
Margin Account For Futures Contracts 4,529 - 4,529
Fund Shares Sold 172 - 172
Accrued Income Receivable - - 3,535
Expense Reimbursements - - 11
Interest - - 311
--------------------------------------------
Total Assets 393,966 (344,731) 789,456
--------------------------------------------
LIABILITIES:
Payables: - - -
Due To Custodian - - 22,076
Investment Securities Purchased 6,959 - 35,495
Payable for Fund Shares Redeemed 30 - 30
Dividends 997 - 2,053
Accrued Liabilities: - - -
Investment Advisory Fees 72 - 150
Administration Fees 29 - 41
Shareholder Servicing Fees 57 - 98
Distribution Fees 2 - 2
Custodian Fees 30 - 32
Other 200 - 351
--------------------------------------------
Total Liabilities 8,376 - 60,328
--------------------------------------------
NET ASSETS:
Paid-in Capital 372,370 - 707,791
Undistributed (Distributions in Excess of) Net
Investment Income (53) - (134)
Accumulated Net Realized Gain/(Loss) (2,157) - (2,403)
Net Unrealized Appreciation of Investments 15,430 - 23,874
--------------------------------------------
Net Assets $ 385,590 $ (344,731) $ 729,128
============================================
Shares of beneficial interest outstanding ($.001 par
value; unlimited number of shares authorized) 10,744 (a)* (42,769) (c) -
1,764 (b)* (1,764) (c)
40,992 (i)* (40,992) (c)
Net Asset Value Per Share - - -
Net Asset Value: $ 7.21 (a)* - -
$ 7.21 (b)* - -
$ 7.21 (i)* - -
PRO FORMA WITH CONCURRENT REORGANIZATION
JPMORGAN NEW YORK INTERMEDIATE TAX FREE INCOME FUND
Shares Outstanding
Class A - 10,744 (b) 10,744
Class B - 1,764 (b) 1,764
Select - 59,421 (b) 59,421
Institutional - 29,198 (b) 29,198
Net Asset Value Per Share
Class A - $ 7.21
Class B - $ 7.21
Select - $ 7.21
Institutional - $ 7.21
--------------------------------------------
Cost of Investments $ 369,764 $ - $ 725,214
============================================
(a) Reflects reallocation of investment from the feeder funds to master
portfolio.
(b) Reflects the difference in number of shares outstanding due to the
Concurrent Reorganization.
(c) Reallocation of feeder fund's beneficial interest to Class A, Class B,
Select and Institutional Shares due to the Concurrent Reorganization.
(*) Share Classes of Fund.
See Notes to Pro Forma Financial Statements
13
J.P. MORGAN NEW YORK TAX EXEMPT BOND FUND / J.P. MORGAN INSTITUTIONAL NEW YORK
TAX EXEMPT BOND FUND / THE NEW YORK TAX EXEMPT PORTFOLIO / JPMORGAN NEW YORK
INTERMEDIATE TAX FREE INCOME FUND
PRO FORMA COMBINING STATEMENT OF OPERATIONS
FOR THE TWELVE MONTHS ENDED FEBRUARY 28, 2001 (UNAUDITED)
(AMOUNTS IN THOUSANDS)
J.P. MORGAN J.P. MORGAN THE NEW
NEW YORK TAX INSTITUTIONAL YORK TAX
EXEMPT BOND NEW YORK TAX EXEMPT BOND
FUND EXEMPT BOND PORTFOLIO
FUND
INCOME:
Interest Income $ - $ - $ 14,905
Allocated Investment Income from Portfolio 6,117 8,788 -
Allocated Portfolio Expenses (439) (631) -
---------------------------------------------
Investment Income 5,678 8,157 14,905
---------------------------------------------
EXPENSES:
Investment Advisory Fees - - 897
Administration Fees 29 42 72
Shareholder Servicing Fee 306 176 -
Distribution Fee - - -
Custodian Fees and Expenses - - 40
Printing and Postage 15 13 12
Professional Fees 15 15 40
Registration Fees 1 16 -
Transfer Agent Fees 27 18 -
Trustees' Fees and Expenses 2 2 3
Financial and Fund Accounting Services Fee 35 35 -
Insurance Expense - - 1
Fund Services Fee 2 3 4
Administration Fees 1 2 2
Other 23 19
---------------------------------------------
Total Expenses 456 341 1,071
---------------------------------------------
Less: Amounts Waived
Less: Expense Reimbursements 32 94 21
---------------------------------------------
Net Expenses 424 247 1,050
---------------------------------------------
---------------------------------------------
Net Investment Income 5,254 7,910 13,855
---------------------------------------------
REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS:
Net Realized Gain (loss) on Investments 1,546 2,364 3,911
Net Change in Net Unrealized Appreciation
(depreciation) on Investments 4,815 6,597 11,411
---------------------------------------------
Net Realized and Unrealized Gain (Loss) on
Investments Allocated from Portfolio 6,361 8,961 15,322
---------------------------------------------
---------------------------------------------
Net (Decrease) Increase in Net Assets from
Operations $ 11,615 $ 16,871 $ 29,177
=============================================
JPMORGAN NEW PRO FORMA PRO FORMA
YORK ADJUSTMENTS COMBINED
INTERMEDIATE TAX JPMORGAN NEW YORK
FREE INCOME INTERMEDIATE TAX
FUND FREE INCOME FUND
INCOME:
Interest Income $ 14,163 $ - $ 29,068
Allocated Investment Income from Portfolio - (14,905)(c) -
Allocated Portfolio Expenses - 1,070 (b) -
---------------------------------------------
Investment Income 14,163 (13,835) 29,068
---------------------------------------------
EXPENSES:
Investment Advisory Fees 843 270 (a) 2,010
Administration Fees 421 308 (a,e) 872
Shareholder Servicing Fee 702 (152) (a) 1,032
Distribution Fee 7 91 (a) 98
Custodian Fees and Expenses 96 11 (f,g) 147
Printing and Postage 12 (17) (g) 35
Professional Fees 30 (52) (g) 48
Registration Fees 24 - 41
Transfer Agent Fees 23 - 68
Trustees' Fees and Expenses 14 - 21
Financial and Fund Accounting Services Fee - (70) (f) -
Insurance Expense - - 1
Fund Services Fee - - 9
Administration Fees - - 5
Other 27 - 69
---------------------------------------------
Total Expenses 2,199 389 4,456
---------------------------------------------
Less: Amounts Waived 87 389 (a) 476
Less: Expense Reimbursements 89 (a) 236
---------------------------------------------
Net Expenses 2,112 (89) 3,744
---------------------------------------------
---------------------------------------------
Net Investment Income 12,051 (13,746) 25,324
---------------------------------------------
REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS:
Net realized gain (loss) on investments 564 (3,910)(d) 4,475
Net change in net unrealized appreciation
(depreciation) on investments 15,921 (11,412)(d) 27,332
---------------------------------------------
Net realized and unrealized gain (loss) on
investments Allocated from Portfolio 16,485 (15,322) 31,807
--------------------------------------------
--------------------------------------------
Net (decrease) increase in net assets from
operations $ 28,536 $ (29,068) $ 57,131
============================================
(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) Reflects adjustment to master portfolio expenses for reclass of feeder
expense reimbursements.
(f) Reflects reclassification of combined fund according and custody fees
in new agreement.
(g) Reduction reflects expected benefit of combined operations.
See Notes to Pro Forma Financial Statements
14
PRO FORMA FINANCIAL STATEMENTS
J.P. MORGAN NEW YORK TAX EXEMPT BOND / J.P. MORGAN INSTITUTIONAL NEW YORK
TAX EXEMPT BOND / THE NEW YORK TAX EXEMPT BOND PORTFOLIO /
JPMORGAN NEW YORK INTERMEDIATE TAX FREE INCOME FUND
NOTES TO PRO FORMA FINANCIAL STATEMENTS
(UNAUDITED)
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 New York Tax Exempt Portfolio ("Master Portfolio"), J.P. Morgan
New York Tax Exempt Bond Fund ("Tax Exempt Bond Fund"), J.P. Morgan
Institutional New York Tax Exempt Bond Fund ("Institutional Fund")
(collectively the "feeder funds" of the Master Portfolio) and JPMorgan New
York Intermediate Tax Free Income Fund (JPMINYTF) 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 (JPMINYTF). 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.
SHARES OF BENEFICIAL INTEREST:
Immediately prior to the Concurrent Reorganization, (JPMINYTF) would commence
offering Select Shares and Institutional Shares. The net asset value per share
for Select and Institutional Shares at the commencement of offering would be
identical to the closing net asset value per share for Class A Shares
immediately prior to Concurrent Reorganization.
Under the Concurrent Reorganization, the existing shares of Institutional Fund,
New York Tax Exempt Bond Fund, Chase Class A and Chase Class B would be renamed
Institutional, Select, Class A and Class B, respectively. The net asset values
per share for Institutional Shares and Select Shares at the commencement of
offering would be identical to the closing net asset value per share for the
Class A Shares immediately prior to the organization In addition, the net asset
value per share for Class A and Class B at the commencement of offering would be
identical to the closing net asset value per share for Chase Class A and Chase
Class B respectively.
Under the proposed Concurrent Reorganization, each shareholder of
Institutional Fund and Tax Exempt Bond Fund would receive shares of (JPMINYTF)
with a value equal to their holding in their respective funds. Holders of the
Institutional Fund will receive Institutional Shares in (JPMINYTF) and holders
of the New York Tax Exempt Bond Fund will receive Select Shares in (JPMINYTF).
Therefore, as a result of the proposed Concurrent Reorganization, current
shareholders of New York Tax Exempt Bond Fund and Institutional Tax Exempt
Bond Fund will become shareholders of (JPMINYTF).
The Pro Forma net asset value per share assumes the issuance of additional
shares of CVTEBF 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 Institutional
Fund and New York Tax Exempt Bond Fund and the net asset value per share of
CVTEBF - Class A.
JPMORGAN NEW YORK INTERMEDIATE TAX FREE INCOME FUND
(amounts in thousands except for per share data)
INSTITUTIONAL
Increase in Shares Issued 29,198
Net Assets 2/28/01 210,516
Pro Forma Net Asset Value 2/28/01 7.21
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 and/or the related waivers
are based on the fee schedule in effect for Institutional Fund at the combined
level of average net assets for the twelve months ended February 28, 2001.
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 (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.(1)
7 Form of Distribution and Sub-Administration
Agreement (1)
8(a) Form of Retirement Plan for Eligible Trustees.(2)
8(b) Form of Deferred Compensation Plan for Eligible
Trustees.(2)
9 Form of Custodian Agreement. (1)
10(a) Rule 12b-1 Distribution Plan of Mutual Funds including
Selected Dealer Agreement and Shareholder Service
Agreement. (2)
10(b) Rule 12b-1 Distribution Plan - Class B Shares
(including forms of Selected Dealer Agreement and
Shareholder Servicing Agreement).(4)
10(c) Form of Rule 12b-1 Distribution Plan - Class C Shares
(including forms of Shareholder Servicing
Agreements).(5)
10(d) Form of Rule 18f-3 Multi-Class Plan.(4)
Part C-2
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.
13(a) Form of Transfer Agency Agreement. (1)
13(b) Form of Shareholder Servicing Agreement. (4)
13(c) Form of Administration Agreement.(1)
13(d) Form of Administration Agreement (to be Filed by
Amendment)
13(e) Form of Sub-Administrative Agreement (to be filed by
Amendment)
14 Consent of PricewaterhouseCoopers LLP.
15 None.
16 Powers of Attorney
17(a) Form of Proxy Card.
17(b) Prospectus for the Surviving Fund to be filed by
Amendment.
17(c) Prospectus for the Merging Fund.
17(d) Statement of Additional Information for the
Surviving Fund to be filed by Amendment.
17(e) Statement of Additional Information for the Merging
Fund.
17(f) Annual Report of the Surviving Fund dated
August 31, 2000.
17(g) Annual Report of the Merging Fund (including the Annual
Report of the Master Portfolio) dated July 31, 2000.
17(h) Semi-Annual Report of the Merging Fund (including the
Semi-Annual Report of the Master Portfolio) dated
January 31, 2001.
- --------------------
(1) Filed as an exhibit to the Registration Statement on Form N-1A of the
Registrant (File No. 333-13319) as filed with the Securities and Exchange
Commission on October 2, 1996.
(2) Incorporated by reference to Amendment No. 6 to the Registration
Statement on Form N-1A of Mutual Fund Group (File No. 33-14196) as filed with
the Securities and Exchange Commission on March 23, 1990.
Part C-3
(3) Filed as an exhibit to Pre-Effective Amendment No. 2 as filed with the
Securities and Exchange Commission on December 19, 1996.
(4) Filed as an Exhibit to Amendment No. 32 to the Registration Statement on
Form N-1A of Mutual Fund Group (File No. 33-14196) on December 28, 1995.
(5) Filed as an Exhibit to Amendment No. 45 to the Registration Statement on
Form N-1A of Mutual Fund Group (File No. 33-14196) filed on October 28, 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 SELECT 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 12th, 2001.
* Chairman and Trustee
- --------------------------
Fergus Reid, III
/s/ H. Richard Vartabedian President
- --------------------------
H. Richard Vartabedian and Trustee
* 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
- ----------------------------
Martin R. Dean Principal Financial
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 Institutional New York Tax
Exempt Bond Fund.
(e) Statement of Additional Information for J.P. Morgan
Institutional New York Tax Exempt Bond Fund.
(f) Annual Report of JPMorgan New York Intermediate Tax
Free Income Fund (formerly, Chase Vista New York
Intermediate Tax Free Income Fund) dated
August 31, 2000.
(g) Annual Report of J.P. Morgan Institutional New York Tax
Exempt Bond Fund (including the Annual Report of The
New York Tax Exempt Bond Portfolio) dated July 31, 2000.
(h) Semi-Annual Report of J.P. Morgan Institutional New York
Tax Exempt Bond Fund (including the Semi-Annual Report
of The New York Tax Exempt Bond Portfolio) dated
January 31, 2001.