UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-CSR CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES Investment Company Act file number 811-04813 --------------------------------------------- Mellon Institutional Funds Investment Trust ----------------------------------------------------------- (Exact name of registrant as specified in charter) One Boston Place, Boston, MA 02108 -------------------------------------------------------------- (Address of principal executive offices) (Zip code) Barbara A. McCann Vice President and Secretary One Boston Place, Boston, MA 02108 ------------------------------------------------------------ (Name and address of agent for service) with a copy to: Leonard Pierce Hale & Dorr Boston, MA ------------------- Registrant's telephone number, including area code: 800-221-4795 -------------------- Date of fiscal year end: 12/31/2003 ----------------------------------------------- Date of reporting period: 12/31/2003 ---------------------------------------------- Item 1. Reports to Stockholders. Standish Mellon Opportunistic Emerging Markets Debt Fund Financial Statements for the Year Ended December 31, 2003 [Logo] Mellon -------------------------- Mellon Institutional Funds [Logo] Mellon -------------------------- Mellon Institutional Funds February 28, 2004 Dear Mellon Institutional Fund Shareholder: Enclosed you will find your Fund's annual report for the fiscal year ended December 31, 2003. In 2003 we experienced a return to risk-taking in the financial markets. It's worth recalling that for most of 2002, market sentiment was notably bearish, characterized by a flight to quality. Indeed, the first half of 2002 produced the worst six-month performance for the S&P 500 Index in more than 30 years, with a loss of almost 14%. In contrast, during 2003, the greatest gains were made by the stock market and the lowest-rated corporate debt. The S&P 500 gained 22%, while the Merrill Lynch C-Rated High Yield Index advanced 42%. In keeping with the risk-taking trend, small cap stocks, as measured by the Russell 2000 Index, advanced 45%. International stocks also have enjoyed a healthy rebound, advancing 17%, as measured by the MSCI EAFE Index. In comparison, intermediate U.S. Treasuries had a total return of just 2%, after providing a total return of 12% in 2002, as measured by the Lehman Treasury Index. The financial markets were reacting to the increasing strength of the economy. After several sluggish quarters, economic activity in the U.S. accelerated in the summer months and remains strong. The sources of strength include a) continuing monetary ease that has induced substantial mortgage refinancing and housing activity, b) Federal fiscal stimulus from large new tax cuts and sharp increases in defense spending, and c) a gradual improvement in business capital spending after many quarters of stagnation. Sluggish spots to date include inventory investment, state and local spending, net exports and employment, although some of these sectors show signs of much-awaited improvement. The renewal of economic strength has created a schizophrenic year for the bond markets. Until late June, the market's tone had been set by an expectation of continued sluggish growth. In June, the Fed made explicit its intent to keep short-term interest rates low for a "considerable period." But the Fed announcement was perceived as a disappointment by the market, which promptly caused a sharp summer selloff in bonds. In September, bonds recouped some of their losses, as market participants felt the selloff had been overdone. At its most recent meeting, the Fed edged closer to a less accommodative stance in dropping the "considerable period" language. Instead, the Fed said it "can be patient" in not raising rates until signs of inflation become evident. The yield curve remains very steep, influenced by the Fed at the short end, but with the intermediate maturities under pressure from the large volume of Treasury financing in that sector. With the recent bump in yields and inflation still relatively quiescent, real interest rates have increased to the lower end of what have been the historic norms. Mellon Funds Distributor, L.P. P.O. Box 51407 o Boston, MA 02205-1407 (800) 221-4795 Toll Free o (617) 350-0042 Fax A Mellon Financial Company. (SM) 1 Looking ahead, it is clear that there are some serious distortions and imbalances in world economies including structural problems in Japan and core Europe, the U.S. current account deficit, and the leverage in the consumer balance sheet. It is impossible to predict when these restraints might undermine economic activity, but the latter part of 2004 or the year 2005 could be a period of vulnerability when there will be a loss of incremental fiscal stimulus as well as the lagged effect of higher interest rates. Nevertheless, the near term economic outlook has brightened, business activity has some significant momentum which should carry over into 2004. The result should be favorable growth, especially in business investment. We expect inflation to remain modest and corporate profit growth to be reasonably strong. We wish to thank you for your business and confidence in Mellon Institutional Funds. Please feel free to contact us with questions or comments. Sincerely, /s/ Patrick J. Sheppard Patrick J. Sheppard Mellon Funds Distributor, L.P. P.O. Box 51407 o Boston, MA 02205-1407 (800) 221-4795 Toll Free o (617) 350-0042 Fax A Mellon Financial Company. (SM) 2 STANDISH MELLON OPPORTUNISTIC EMERGING MARKETS DEBT FUND Management Discussion and Analysis December 2003 The Emerging Market debt asset class performed well in 2003, due to both a supportive environment for risky assets and to fundamental improvements in the economic condition of many emerging market countries. The widely followed JP Morgan EMBI Plus returned 28.82% for the year, while the more diversified JP Morgan EMBI Global managed a 25.67% return. The year 2003 was the second full year for the Opportunistic Emerging Market Fund and it returned 28.82%, over 3% ahead of its EMBI Global benchmark. Ecuador was the best performing market with a return of 101.48%; the country benefited from strong oil prices and good policy implementation by the government. Other notable performers included Brazil, Nigeria and Uruguay, all with returns above 50%. The worst performing market and the only market to produce a negative return was the Dominican Republic; it declined 15.33% in 2003 as a banking crisis negatively impacted the economy in the midst of an election season. Other key markets such as Mexico and Russia returned 11.56% and 22.38%, respectively. Argentina's bond prices also managed to bounce back after a difficult few years and return 19.05%. Emerging market debt was driven by three important factors for most of 2003: the US economic outlook, the performance of the Brazilian authorities, and new inflows into the asset class. In the first half of the year, the US economy and Brazil's reform progress had a very supportive impact on the asset class. The US was continuing its economic recovery but was still showing anemic signs of growth. This kept interest rates low and pushed investors to look for higher yields in sectors such as emerging markets debt. Meanwhile, the newly elected Lula government in Brazil took action to reduce inflation, maintain tight fiscal policy, and tackle much needed reform of the social security and tax systems. This pushed spreads on Brazil bonds lower and helped other high yielding credits in Latin America to rally as well. During this period spreads on the EMBI+ narrowed about 200 bp. In late June the Federal Reserve cut rates by 25 basis points but disappointed the markets with their language change in the accompanying statement. The Treasury market subsequently began selling off by over 100 bp over the next two months. This negatively affected emerging markets spreads as investors remembered the fallout from the 1994 Mexico crisis that was in part caused by a rise in Treasury yields. Spreads remained volatile until the September, when weak inflation and employment growth indicators caused the Fed to stress that interest rates were likely to be kept at low levels for some time. Once US Treasury rates stabilized, emerging market spreads continued to contract, falling by another 100bp by the end of the year. Throughout the year but especially in the second half, new inflows into the asset class from institutional and retail investors helped keep bond prices well supported. Fund positioning during the year emphasized overweights in the higher yielding countries such as Brazil, Ecuador, Venezuela and Colombia. After four years of dramatic tightening in Russian spreads due to strong policy implementation and favorable oil prices, we reduced our allocation to Russia early in the year. However, in summer Russian credit spreads widened on concerns that the government's prosecution of the powerful Yukos oil company chairman represented a wider assault 3 on capitalism. We used that opportunity to increase our positioning. One area of disappointment was our overweight in the Dominion Republic, which was negatively affected by a banking scandal and poor fiscal results. In 2004 we expect the first half of the year to be somewhat of a continuation of the trends in 2003 with the Federal Reserve on hold and continued credit improvement in many emerging markets. During the second half of the year the outlook is more cautious as we expect the Federal Reserve to consider a change in policy which is likely to impact all fixed income assets including emerging market debt. Other factors such a large decline in the value of the US dollar, another terrorist strike or a significant change in the economic policies of a dominant emerging market country could pose challenges during the course of the year. We thank you for your continued support. /s/ John L. Peta John L. Peta 4 - -------------------------------------------------------------------------------- Mellon Institutional Funds Investment Trust Standish Mellon Opportunistic Emerging Markets Debt Fund Comparison of Change in Value of $100,000 Investment in Standish Mellon Opportunistic Emerging Markets Debt Fund and the J.P. Morgan EMBI Global Index [The following data was represented as a line chart in the printed material]. Standish Mellon Opportunistic Emerging J.P. Morgan Markets Debt EMBI Global 100,000 100,000 99,650 98,879 98,200 98,402 101,550 100,776 103,682 102,313 98,559 97,013 101,551 101,357 98,473 98,043 101,926 98,097 105,739 96,843 108,943 97,998 111,162 99,811 2002 115,108 103,554 115,846 103,668 116,721 104,684 116,159 104,140 110,305 98,891 106,109 94,411 112,212 101,322 109,152 98,516 115,364 104,574 118,987 107,544 123,321 110,846 125,132 112,675 2003 129,960 116,280 133,398 118,164 141,909 124,900 147,217 130,083 146,937 130,078 142,456 125,473 145,077 128,522 149,705 133,033 151,172 133,685 153,545 135,329 158,827 139,304 ----------------------------- Average Annual Total Return (for period ended 12/31/2003) ----------------------------- Since Inception 1 Year 3/27/2001 ------ --------- 28.82% 17.74% ----------------------------- Must be preceded or accompanied by a prospectus which contains more complete information and should be read carefully before investing. Copyright 2003, Mellon Funds Distributor, L.P. Member, NASD. The investment return and principal value of an investment will fluctuate, and an investor's shares, when redeemed, may be worth more or less than their original cost. Past performance is not predictive of future performance. - -------------------------------------------------------------------------------- 5 MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST STANDISH MELLON OPPORTUNISTIC EMERGING MARKETS DEBT FUND STATEMENT OF ASSETS AND LIABILITIES DECEMBER 31, 2003 - -------------------------------------------------------------------------------- ASSETS Investments, at value (Note 1A) (identified cost, $15,291,231) $15,841,193 Cash 209,882 Interest receivable 344,924 Receivable for closed forward foreign currency contracts (Note 6) 13,111 Prepaid expenses 1,583 ----------- Total assets 16,410,693 LIABILITIES Unrealized depreciation on forward foreign currency exchange contracts (Note 6) $ 7,109 Distributions payable 125,252 Options written, at value (Note 6) (premiums received, $8,187) 7,859 Accrued accounting, custody and transfer agent fees 9,121 Accrued trustees' fees and expenses (Note 2) 777 Accrued expenses and other liabilities 28,263 ------- Total liabilities 178,381 ----------- NET ASSETS $16,232,312 =========== NET ASSETS CONSIST OF: Paid-in capital $15,525,572 Accumulated net realized gain 168,854 Distributions in excess of net investment income (4,825) Net unrealized appreciation 542,711 ----------- TOTAL NET ASSETS $16,232,312 =========== SHARES OF BENEFICIAL INTEREST OUTSTANDING 780,068 =========== NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE (Net Assets/Shares outstanding) $ 20.81 =========== The accompanying notes are an integral part of the financial statements. 6 MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST STANDISH MELLON OPPORTUNISTIC EMERGING MARKETS DEBT FUND STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2003 - -------------------------------------------------------------------------------- INVESTMENT INCOME (NOTE 1C) Interest income (including securities lending income of $206 (Note 7)) $ 745,629 EXPENSES Investment advisory fee (Note 2) $ 46,799 Accounting, custody, and transfer agent fees 86,314 Legal and audit services 30,419 Registration fees 4,710 Insurance expense 3,995 Trustees' fees and expenses (Note 2) 2,907 Miscellaneous 5,409 --------- Total expenses 180,553 Deduct: Waiver of investment advisory fee (Note 2) (46,799) Reimbursement of Fund operating expenses (Note 2) (105,675) --------- Total expense deductions (152,474) --------- Net expenses 28,079 ---------- Net investment income 717,550 ---------- REALIZED AND UNREALIZED GAIN (LOSS) Net realized gain (loss) Investment security transactions 1,333,270 Financial futures contracts (11,550) Written options transactions 360 Foreign currency transactions and forward foreign currency exchange contracts (36,127) --------- Net realized gain 1,285,953 Change in unrealized appreciation (depreciation) Investment securities 228,968 Written options (1,967) Foreign currency and forward foreign currency exchange contracts (4,388) --------- Change in net unrealized appreciation (depreciation) 222,613 ---------- Net realized and unrealized gain 1,508,566 ---------- NET INCREASE IN NET ASSETS FROM OPERATIONS $2,226,116 ========== The accompanying notes are an integral part of the financial statements. 7 MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST STANDISH MELLON OPPORTUNISTIC EMERGING MARKETS DEBT FUND STATEMENTS OF CHANGES IN NET ASSETS - -------------------------------------------------------------------------------- YEAR ENDED YEAR ENDED DECEMBER 31, 2003 DECEMBER 31, 2002 ----------------- ----------------- INCREASE (DECREASE) IN NET ASSETS FROM INVESTMENT OPERATIONS Net investment income $ 717,550 $ 659,881 Net realized gain 1,285,953 130,459 Change in net unrealized appreciation (depreciation) 222,613 217,507 ----------- ----------- Net increase in net assets from investment operations 2,226,116 1,007,847 ----------- ----------- DISTRIBUTIONS TO SHAREHOLDERS (NOTE 1F) From net investment income (694,242) (592,613) From net realized gains on investments (1,050,575) -- ----------- ----------- Total distributions to shareholders (1,744,817) (592,613) ----------- ----------- FUND SHARE (PRINCIPAL) TRANSACTIONS (NOTE 4) Net proceeds from sale of shares 11,826,248 10,547,142 Value of shares issued to shareholders in payment of distributions declared 1,543,165 577,427 Cost of shares redeemed (4,887,894) (7,972,702) ----------- ----------- Net increase in net assets from Fund share transactions 8,481,519 3,151,867 ----------- ----------- TOTAL INCREASE IN NET ASSETS 8,962,818 3,567,101 NET ASSETS At beginning of year 7,269,494 3,702,393 ----------- ----------- At end of year (including distributions in excess of net investment income of $4,825 and $13,147) $16,232,312 $ 7,269,494 =========== =========== The accompanying notes are an integral part of the financial statements. 8 MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST STANDISH MELLON OPPORTUNISTIC EMERGING MARKETS DEBT FUND FINANCIAL HIGHLIGHTS - -------------------------------------------------------------------------------- FOR THE PERIOD YEAR ENDED MARCH 26, 2001 DECEMBER 31, (COMMENCEMENT OF ---------------- OPERATIONS) 2003 2002 TO DECEMBER 31, 2001 ------- ------- -------------------- NET ASSET VALUE, BEGINNING OF YEAR $ 18.39 $17.67 $20.00 ------- ------ ------ FROM INVESTMENT OPERATIONS: Net investment income*(1) 1.61 1.59 1.58 Net realized and unrealized gain on investments 3.59 0.65 0.10 ------- ------ ------ Total from investment operations 5.20 2.24 1.68 ------- ------ ------ LESS DISTRIBUTIONS TO SHAREHOLDERS: From net investment income (1.32) (1.52) (3.90) From net realized gain on investments (1.46) -- -- From tax return of capital -- -- (0.11) ------- ------ ------ Total distributions to shareholders (2.78) (1.52) (4.01) ------- ------ ------ NET ASSET VALUE, END OF YEAR $ 20.81 $18.39 $17.67 ======= ====== ====== TOTAL RETURN+++ 28.82% 13.20% 8.94%++ RATIOS/SUPPLEMENTAL DATA: Expenses (to average daily net assets)* 0.30% 0.30% 0.30%+ Net Investment Income (to average daily net assets)* 7.64% 8.83% 10.33%+ Portfolio Turnover 224% 421% 505%++ Net Assets, End of Year (000's omitted) $16,232 $7,269 $3,702 - ----------------- * For the periods indicated, the investment adviser voluntarily agreed not to impose any of its investment advisory fee and reimbursed the Fund for a portion of its operating expenses. If this voluntary action had not been taken, the investment income per share and ratios would have been: Net investment income per share(1) $ 1.26 $ 1.23 $ 1.34 Ratios (to average daily net assets): Expenses 1.92% 2.31% 1.82%+ Net investment income 6.02% 6.82% 8.81%+ + Computed on an annualized basis. ++ Not annualized. +++ Total return would have been lower in the absence of fee waivers and expense limitations. (1) Calculated based on average shares outstanding. The accompanying notes are an integral part of the financial statements. 9 MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST STANDISH MELLON OPPORTUNISTIC EMERGING MARKETS DEBT FUND SCHEDULE OF INVESTMENTS - DECEMBER 31, 2003 - -------------------------------------------------------------------------------- PAR VALUE SECURITY RATE MATURITY VALUE (NOTE 1A) - -------------------------------------------------------------------------------------------------------------- BONDS AND NOTES -- 92.3% CORPORATE -- 10.0% ENERGY -- 4.2% Gazprom OAO 9.625% 03/01/2013 USD 70,000 $ 77,476 Gazprom OAO 144A Notes 9.625% 03/01/2013 115,000 127,281 Petroliam Nasional Berhad 144A 7.750% 08/15/2015 405,000 486,029 ----------- 690,786 ----------- FINANCIAL -- 5.8% Banque Centrale de Tunisie 7.375% 04/25/2012 50,000 56,000 Banque Centrale de Tunisie 7.375% 04/25/2012 30,000 33,600 Pemex Project Funding Master Trust 7.375% 12/15/2014 240,000 256,200 Pemex Project Funding Master Trust 8.625% 02/01/2022 240,000 265,800 Telefonos de Mexico SA 8.250% 01/26/2006 295,000 325,263 ----------- 936,863 ----------- Total Corporate (Cost $1,615,472) 1,627,649 ----------- SOVEREIGN BONDS -- 78.8% Dominican Republic 144A 9.500% 09/27/2006 60,000 48,600 Dominican Republic Euro Registered 9.500% 09/27/2006 15,000 12,150 Ministry Finance Russia 3.000% 05/14/2008 335,000 299,406 Nigeria Promissory Notes Series RC 5.092% 01/05/2010 460,000 174,800 Republic of Argentina 0.000% 06/19/2018 143,269 35,817 Republic of Brazil(a) 2.063% 04/15/2012 540,000 488,700 Republic of Brazil 8.000% 04/15/2014 615,705 605,700 Republic of Brazil 8.875% 04/15/2024 170,000 165,750 Republic of Brazil 10.000% 01/16/2007 65,000 72,800 Republic of Brazil 10.000% 08/07/2011 145,000 160,225 Republic of Brazil 10.125% 05/15/2027 75,000 79,500 Republic of Brazil 11.000% 08/17/2040 690,000 759,000 Republic of Brazil 11.500% 03/12/2008 415,000 481,400 Republic of Brazil 12.000% 04/15/2010 175,000 210,000 Republic of Brazil 12.250% 03/06/2030 240,000 298,800 Republic of Brazil 14.500% 10/15/2009 280,000 366,100 Republic of Bulgaria 144A 8.250% 01/15/2015 65,000 76,212 Republic of Bulgaria IAB PDI(a) 1.938% 07/28/2011 185,250 182,008 Republic of Bulgaria Series A(a) 1.938% 07/28/2024 100,000 99,000 Republic of Chile 7.125% 01/11/2012 130,000 148,414 Republic of Colombia 7.625% 02/15/2007 90,000 96,750 Republic of Colombia 9.750% 04/23/2009 190,000 209,570 Republic of Colombia 11.750% 02/25/2020 75,000 90,375 Republic of Columbia 10.375% 01/28/2033 80,000 85,800 Republic of Ecuador 7.000% 08/15/2030 330,000 255,750 Republic of Ecuador 144A 12.000% 11/15/2012 195,000 190,612 Republic of El Salvador 7.750% 01/24/2023 100,000 105,000 Republic of El Salvador 7.750% 01/24/2023 45,000 47,250 Republic of El Salvador 8.500% 07/25/2011 20,000 22,050 Republic of Panama 8.875% 09/30/2027 35,000 36,750 Republic of Panama 9.625% 02/08/2011 195,000 225,225 The accompanying notes are an integral part of the financial statements. 10 MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST STANDISH MELLON OPPORTUNISTIC EMERGING MARKETS DEBT FUND SCHEDULE OF INVESTMENTS - DECEMBER 31, 2003 - -------------------------------------------------------------------------------- PAR VALUE SECURITY RATE MATURITY VALUE (NOTE 1A) - -------------------------------------------------------------------------------------------------------------- SOVEREIGN BONDS (CONTINUED) Republic of Peru 8.750% 11/21/2033 USD 75,000 $ 75,000 Republic of Peru 9.125% 02/21/2012 115,000 128,225 Republic of Peru FLIRB(a) 4.500% 03/07/2017 200,000 178,000 Republic of Peru PDI(a) 5.000% 03/07/2017 94,000 86,950 Republic of Philippines 8.375% 03/12/2009 145,000 152,794 Republic of Philippines 9.375% 01/18/2017 220,000 237,050 Republic of Philippines 9.875% 01/15/2019 95,000 100,462 Republic of Philippines 10.625% 03/16/2025 140,000 155,750 Republic of Turkey 11.750% 06/15/2010 215,000 270,900 Republic of Turkey Senior Unsub Notes 11.875% 01/15/2030 165,000 223,575 Republic of Turkey Senior Unsub Notes 12.375% 06/15/2009 210,000 266,700 Republic of Uruguay 0.000% 01/15/2033 755 516 Republic of Uruguay 3.875% 01/15/2033 32,000 21,840 Republic of Uruguay 7.500% 03/15/2015 158,000 126,400 Republic of Venezuela 5.375% 08/07/2010 100,000 82,000 Republic of Venezuela 9.250% 09/15/2027 525,000 477,750 Republic of Venezuela(a) 2.125% 12/18/2007 95,238 90,476 Republic of Venezuela 144A 10.750% 09/19/2013 115,000 122,762 Russian Federation 5.000% 03/31/2030 1,355,000 1,304,188 Russian Federation 8.250% 03/31/2010 320,000 357,600 Russian Federation 11.000% 07/24/2018 230,000 309,925 State of Qatar 144A 9.750% 06/15/2030 55,000 77,000 Ukraine Government Senior Notes 11.000% 03/15/2007 147,002 163,539 United Mexican States 6.625% 03/03/2015 95,000 98,325 United Mexican States 7.500% 04/08/2033 170,000 175,525 United Mexican States 8.300% 08/15/2031 90,000 101,025 United Mexican States 8.625% 03/12/2008 240,000 282,600 United Mexican States 9.875% 02/01/2010 325,000 410,313 United Mexican States 10.375% 02/17/2009 115,000 145,475 United Mexican States 11.500% 05/15/2026 100,000 144,750 United Mexican States MTN 8.000% 09/24/2022 265,000 289,910 ----------- Total Sovereign Bonds (Cost $12,263,023) 12,786,839 ----------- YANKEE BONDS -- 2.6% Celulosa Arauco Constitution 5.125% 07/09/2013 50,000 48,915 Innova S de RL de CV 144A 9.375% 09/19/2013 140,000 143,675 Salomon Bros. (Sibneft) 10.750% 01/15/2009 195,000 220,350 ----------- Total Yankee Bonds (Cost $408,852) 412,940 ----------- FOREIGN DENOMINATED -- 0.9% FRANCE -- 0.3% Ivory Coast FLIRB{*}(a) 2.000% 03/29/2018 FRF 1,820,000 54,119 ----------- SOUTH AFRICA -- 0.6% Republic of South Africa 13.000% 08/31/2010 ZAR 555,000 99,338 ----------- Total Foreign Denominated (Cost $143,577) 153,457 ----------- TOTAL BONDS AND NOTES (COST $14,430,924) 14,980,885 ----------- The accompanying notes are an integral part of the financial statements. 11 MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST STANDISH MELLON OPPORTUNISTIC EMERGING MARKETS DEBT FUND SCHEDULE OF INVESTMENTS - DECEMBER 31, 2003 - -------------------------------------------------------------------------------- PAR VALUE SECURITY RATE MATURITY VALUE (NOTE 1A) - -------------------------------------------------------------------------------------------------------------- SHORT-TERM INVESTMENTS -- 5.3% U.S. TREASURY BILLS -- 0.3% U.S. Treasury Bill=/= 0.864% 03/04/2004 USD 50,000 $ 49,927 -------- REPURCHASE AGREEMENTS -- 5.0% Tri-party repurchase agreement dated 12/31/03 with Salomon Smith Barney, Inc. and Investors Bank and Trust Company, due 01/02/04, with a maturity value of $810,391 and an effective yield of 0.20%, collateralized by a U.S. Government Obligation with a rate of 5.18%, a maturity date of 02/15/26 and an aggregate market value of $827,400. 810,381 -------- TOTAL SHORT-TERM INVESTMENTS (COST $860,307) 860,308 -------- TOTAL INVESTMENTS -- 97.6% (COST $15,291,231) $15,841,193 OTHER ASSETS, LESS LIABILITIES -- 2.4% 391,119 ----------- NET ASSETS -- 100.0% $16,232,312 =========== NOTES TO SCHEDULE OF INVESTMENTS: 144A - Securities exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration to qualified buyers. FLIRB - Front Loaded Interest Reduction Bond FRF - French Franc IAB - Interest Arrears Bonds MTN - Medium Term Notes PDI - Past Due Interest Bonds USD - United States Dollar ZAR - South African Rand (a) Variable Rate Security; rate indicated is as of 12/31/03. {*} Defaulted security. =/= Rate noted is yield to maturity. The accompanying notes are an integral part of the financial statements. 12 MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST STANDISH MELLON OPPORTUNISTIC EMERGING MARKETS DEBT FUND SCHEDULE OF INVESTMENTS - DECEMBER 31, 2003 - -------------------------------------------------------------------------------- PERCENTAGE OF NET TOP TEN COUNTRIES ASSETS - -------------------------------------------------------------------------------- Brazil 22.7% Mexico 16.3% Russia 15.8% United States of America 5.3% Venezuela 4.8% Turkey 4.7% Philippines 4.0% Malaysia 3.0% Colombia 3.0% Peru 2.9% The accompanying notes are an integral part of the financial statements. 13 MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST STANDISH MELLON OPPORTUNISTIC EMERGING MARKETS DEBT FUND NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- (1) SIGNIFICANT ACCOUNTING POLICIES: Mellon Institutional Funds Investment Trust (the "Trust") is organized as a Massachusetts business trust and is registered under the Investment Company Act of 1940, as amended, as an open-end, management investment company. Standish Mellon Opportunistic Emerging Markets Debt Fund (the "Fund") is a separate non-diversified investment series of the Trust. The objective of the Fund is to generate a high total return through a combination of capital appreciation and income. The fund seeks to achieve its objective by investing, under normal circumstances, at least 80% of net assets in fixed income securities issued by governments, companies and banks of emerging markets, as well as preferred stocks, warrants and tax-exempt bonds. On June 21, 2003, by vote of the Trustees, the name of the Standish Opportunistic Emerging Markets Debt Fund was changed to Standish Mellon Opportunistic Emerging Markets Debt Fund. In addition, the Declaration of Trust was amended to change the name of the Trust from Standish, Ayer & Wood Investment Trust to Mellon Institutional Funds Investment Trust. The name changes became effective July 1, 2003. The following is a summary of significant accounting policies followed by the Fund in the preparation of its financial statements. The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates. A. INVESTMENT SECURITY VALUATIONS Securities for which quotations are readily available are valued at the last sale price, or if no sale price, at the closing bid price in the principal market in which such securities are primarily traded. Market quotations are not considered to be readily available for certain debt obligations; such investments are stated at fair value on the basis of valuations furnished by a pricing service or dealers, approved by the Trustees, which determine valuations for normal institutional-size trading units of such securities using methods based on market transactions for comparable securities and variable relationships between securities that are generally recognized by institutional traders. Securities (including illiquid securities) for which quotations are not readily available are valued at their fair value as determined in good faith under consistently applied procedures under the general supervision of the Trustees. Short-term instruments with less than sixty-one days remaining to maturity when acquired by the Fund are valued at amortized cost, which approximates market value. If the Fund acquires a short-term instrument with more than sixty days remaining to its maturity, it is valued at current market value until the sixtieth day prior to maturity and will then be valued at amortized value based upon the value on such date unless the Trustees determine during such sixty-day period that amortized value does not represent fair value. B. REPURCHASE AGREEMENTS It is the policy of the Fund to require the custodian bank to take possession of, to have legally segregated in the Federal Reserve Book Entry System, or to have segregated within the custodian bank's vault, all securities held as collateral in support of repurchase agreement investments. Collateral for certain tri-party repurchase agreements is held at the custodian in a segregated account for the benefit of the Fund and the counterparty. Additionally, procedures have been established by the Fund to monitor on a daily basis, the market value and accrued interest of the repurchase agreement's underlying investments to ensure the existence of a proper level of collateral. C. SECURITIES TRANSACTIONS AND INCOME Securities transactions are recorded as of the trade date. Interest income is determined on the basis of interest accrued, adjusted for accretion of discount or amortization of premium using the yield-to-maturity method on long-term debt securities. Dividend income is recorded on the ex-dividend date. Realized gains and losses from securities sold are 14 MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST STANDISH MELLON OPPORTUNISTIC EMERGING MARKETS DEBT FUND NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- recorded on the identified cost basis. The Fund does not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss from investments. Net realized gains and losses on foreign currency transactions represent gains and losses on disposition of foreign currencies and forward foreign currency exchange contracts, currency gains and losses realized between the trade and settlement dates on securities transactions, and the difference between the amount of investment income and foreign withholding taxes recorded on the Fund's books and the U.S. dollar equivalent amounts usually received or paid. D. FOREIGN CURRENCY TRANSACTIONS Investment security valuations, other assets, and liabilities initially expressed in foreign currencies are converted into U.S. dollars based upon current currency exchange rates. Purchases and sales of foreign investment securities and income and expenses are converted into U.S. dollars based upon currency exchange rates prevailing on the respective dates of such transactions. Section 988 of the Internal Revenue Code provides that gains or losses on certain transactions attributable to fluctuations in foreign currency exchange rates must be treated as ordinary income or loss. For financial statement purposes, such amounts are included in net realized gains or losses. E. INVESTMENT RISK There are certain additional risks involved in investing in foreign securities that are not inherent in investments in domestic securities. These risks may involve adverse political and economic developments, including the possible imposition of capital controls or other foreign governmental laws or restrictions. In addition, the securities of some foreign companies and securities markets are less liquid and at times may be more volatile than securities of comparable U.S. companies and U.S. securities markets. The risks described above apply to an even greater extent to investments in emerging markets. The securities markets of emerging countries are generally smaller, less developed, less liquid, and more volatile than the securities markets of the U.S. and developed foreign markets. F. DISTRIBUTIONS TO SHAREHOLDERS Distributions to shareholders are recorded on the ex-dividend date. Dividends from net investment income will be declared and distributed quarterly. The Fund's dividends from short-term and long-term capital gains, if any, after reduction of capital losses will be declared and distributed at least annually. Dividends from net investment income and distributions from capital gains, if any, are reinvested in additional shares of the Fund unless the shareholder elects to receive them in cash. Income and capital gain distributions are determined in accordance with income tax regulations which may differ from accounting principles generally accepted in the United States of America. These differences, which may result in distribution reclassifications, are primarily due to differing treatments for losses deferred due to wash sales, foreign currency gains and losses, post-October losses, amortization and/or accretion of premiums and discounts on certain securities and the timing of recognition of gains and losses on futures contracts. Permanent book and tax basis differences relating to shareholder distributions will result in reclassifications among undistributed net investment income, accumulated net realized gain (loss) and paid in capital. Undistributed net investment income and accumulated net realized gain (loss) on investments and foreign currency transactions may include temporary book and tax basis differences which will reverse in a subsequent period. Any taxable income or gain remaining at fiscal year end is distributed in the following year. G. EXPENSES The majority of expenses of the Trust are directly identifiable to an individual fund. Expenses which are not readily identifiable to a specific fund are allocated taking into consideration, among other things, the nature and type of expense and the relative size of the funds. 15 MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST STANDISH MELLON OPPORTUNISTIC EMERGING MARKETS DEBT FUND NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- H. COMMITMENTS AND CONTINGENCIES In the normal course of business, the Fund may enter into contracts and agreements that contain a variety of representations and warranties, which provide general indemnifications. The maximum exposure to the Fund under these arrangements is unknown, as this would involve future claims that may be made against the Fund that have not yet occurred. However, based on experience, the Fund expects the risks of loss to be remote. (2) INVESTMENT ADVISORY FEE: The investment advisory fee paid to Standish Mellon Asset Management Company LLC ("Standish Mellon"), a wholly-owned subsidiary of Mellon Financial Corporation, for overall investment advisory and administrative services, and general office facilities, is paid monthly at the annual rate of 0.50% of the Fund's average daily net assets. Standish Mellon voluntarily agreed to limit total Fund operating expenses (excluding brokerage commissions, taxes and extraordinary expenses) to 0.30% of the Fund's average daily net assets for the year ended December 31, 2003. Pursuant to this agreement, for the year ended December 31, 2003, Standish Mellon voluntarily did not impose $46,799 of its investment advisory fee and reimbursed the Fund for $105,675 of its operating expenses. This agreement is voluntary and temporary and may be discontinued or revised by Standish Mellon at any time. No director, officer or employee of Standish Mellon or its affiliates receives any compensation from the Trust or the Fund for serving as an officer or Trustee of the Trust. The Trust pays each Trustee who is not a director, officer or employee of Standish Mellon or its affiliates an annual fee and a per meeting fee as well as reimbursement for travel and out of pocket expenses. In addition, the Trust pays the legal fees for the independent counsel of the Trustees. (3) PURCHASES AND SALES OF INVESTMENTS: Purchases and proceeds from sales of investments, other than short-term obligations, for the year ended December 31, 2003 were as follows: PURCHASES SALES ----------- ----------- U.S. Government Securities $ 174,549 $ 373,203 =========== =========== Investments (non-U.S.Government Securities) $26,760,526 $20,050,185 =========== =========== (4) SHARES OF BENEFICIAL INTEREST: The Declaration of Trust permits the Trustees to issue an unlimited number of full and fractional shares of beneficial interest having a par value of one cent per share. Transactions in Fund shares were as follows: YEAR ENDED YEAR ENDED DECEMBER 31, 2003 DECEMBER 31, 2002 -------------------- -------------------- Shares sold 548,758 583,270 Shares issued to shareholders in payment of distributions declared 74,295 32,307 Shares redeemed (238,253) (429,880) -------- -------- Net increase 384,800 185,697 ======== ======== At December 31, 2003, five shareholders held of record approximately 23%, 15%, 13%, 13% and 12% of the total outstanding shares of the Fund. All of the Fund's shares are beneficially owned by fiduciary accounts over which Standish Mellon and its affiliates have either sole or joint investment discretion. 16 MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST STANDISH MELLON OPPORTUNISTIC EMERGING MARKETS DEBT FUND NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- (5) FEDERAL TAXES: As a regulated investment company qualified under Subchapter M of the Internal Revenue Code, the Fund is not subject to income taxes to the extent that it distributes all of its taxable income for its fiscal year. The tax basis components of distributable earnings and the federal tax cost as of December 31, 2003 were as follows: Unrealized appreciation $ 597,629 Unrealized depreciation (57,345) ----------- Net unrealized appreciation/depreciation 540,284 Undistributed ordinary income 250,568 Accumulated gains 41,551 Cost for federal income tax purposes $15,301,178 The tax character of distributions paid during the fiscal year ended December 31, 2003, was as follows: AMOUNT ---------- Distributions paid from: Ordinary income $1,697,933 Accumulated gains 46,884 (6) FINANCIAL INSTRUMENTS: In general, the following instruments are used for hedging purposes as described below. However, these instruments may also be used to seek to enhance potential gain in circumstances where hedging is not involved. The nature, risks and objectives of these instruments are set forth more fully in the Fund's Prospectus and Statement of Additional Information. The Fund may trade the following instruments with off-balance sheet risk: OPTIONS Call and put options give the holder the right to purchase or sell a security or currency or enter into a swap arrangement on a future date at a specified price. The Fund may use options to seek to hedge against risks of market exposure and changes in securities prices and foreign currencies, as well as to seek to enhance returns. Writing puts and buying calls tend to increase the Fund's exposure to the underlying instrument. Buying puts and writing calls tend to decrease the Fund's exposure to the underlying instrument, or hedge other Fund investments. Options, both held and written by the Fund, are reflected in the accompanying Statement of Assets and Liabilities at market value. The underlying face amount at value of any open purchased options is shown in the Schedule of Investments. This amount reflects each contract's exposure to the underlying instrument at period end. Losses may arise from changes in the value of the underlying instruments, if there is an illiquid secondary market for the contract or if the counterparty does not perform under the contract's terms. Premiums received from writing options which expire are treated as realized gains. Premiums received from writing options which are exercised or are closed are added to or offset against the proceeds or amount paid on the transaction to determine the realized gain or loss. Realized gains and losses on purchased options are included in realized gains and losses on investment securities, except purchased options on foreign currency which are included in realized gains and losses on foreign currency transactions. If a put option written by the Fund is exercised, the premium reduces the cost basis of the securities purchased by the Fund. The Fund, as writer of an option, has no control over whether the underlying securities may be sold (call) or purchased (put) and as a result bears the market risk of an unfavorable change in the price of the security underlying the written option. 17 MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST STANDISH MELLON OPPORTUNISTIC EMERGING MARKETS DEBT FUND NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- Exchange traded options are valued at the last sale price, or if no sales are reported, the last bid price for purchased options and the last ask price for written options. Options traded over-the-counter are valued using prices supplied by the dealers. A summary of the written put options for the year ended December 31, 2003 is as follows: WRITTEN PUT OPTION TRANSACTIONS ---------------------------------- NUMBER OF CONTRACTS PREMIUMS ------------------- -------- Outstanding, beginning of period 1 $ 5,535 Options written 1 4,687 Options expired (1) (5,535) ----------- ------- Outstanding, end of period 1 $ 4,687 =========== ======= At December 31, 2003, the Fund held the following written put option contracts: SECURITY CONTRACTS VALUE ------------------------------------------------------------ ------------------- -------- U.S. Treasury Note 4.25% Put, Strike Price 100.94, 01/20/2004 1 $6,469 ------ Total (premiums received $4,687) $6,469 ====== A summary of the written call options for the year ended December 31, 2003 is as follows: WRITTEN CALL OPTION TRANSACTIONS ----------------------------------- NUMBER OF CONTRACTS PREMIUMS ------------------- -------- Outstanding, beginning of period 1 $ 4,140 Options written 1 3,500 Options closed (1) (4,140) -- ------- Outstanding, end of period 1 $ 3,500 == ======= At December 31, 2003, the Fund held the following written call option contracts: SECURITY CONTRACTS VALUE ------------------------------------------------------------------------------------------- U.S. Treasury Note 4.25% Call, Strike Price 100.94, 01/20/2004 1 $1,390 ------ Total (premiums received $3,500) $1,390 ====== At December 31, 2003, the Fund had segregated sufficient securities for the open written options contracts. FORWARD CURRENCY EXCHANGE CONTRACTS The Fund may enter into forward foreign currency and cross currency exchange contracts for the purchase or sale of a specific foreign currency at a fixed price on a future date. Risks may arise upon entering these contracts from the potential inability of counterparties to meet the terms of their contracts and from unanticipated movements in the value of a foreign currency relative to the U.S. dollar and other foreign currencies. The forward foreign currency and cross currency exchange contracts are marked to market using the forward foreign currency rate of the underlying currency and any gains or losses are recorded for financial statement purposes as unrealized until the contract settlement date or upon the closing of the contract. Forward currency exchange contracts are used by the Fund primarily to protect the value of the Fund's foreign securities from adverse currency movements. Unrealized appreciation and depreciation of forward currency exchange contracts is included in the Statement of Assets and Liabilities. 18 MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST STANDISH MELLON OPPORTUNISTIC EMERGING MARKETS DEBT FUND NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- At December 31, 2003, the Fund held the following forward foreign currency or cross currency exchange contracts: FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS LOCAL PRINCIPAL CONTRACT MARKET AGGREGATE UNREALIZED CONTRACTS TO DELIVER AMOUNT VALUE DATE VALUE FACE AMOUNT LOSS ------------------------------------------------------------------------------------------------- Euro 59,000 03/17/2004 $ 74,092 $ 72,155 $(1,937) South African Rand 730,000 01/27/2004 108,792 103,620 (5,172) -------- -------- ------- TOTAL $182,884 $175,775 $(7,109) ======== ======== ======= FUTURES CONTRACTS The Fund may enter into financial futures contracts for the delayed sale or delivery of securities or contracts based on financial indices at a fixed price on a future date. Pursuant to the margin requirements, the Fund deposits either cash or securities in an amount equal to a certain percentage of the contract amount. Subsequent payments are made or received by the Fund each day, depending on the daily fluctuations in the value of the underlying security, and are recorded for financial statement purposes as unrealized gains or losses by the Fund. There are several risks in connection with the use of futures contracts as a hedging device. The change in value of futures contracts primarily corresponds with the value of their underlying instruments or indices, which may not correlate with changes in the value of hedged investments. Buying futures tends to increase the Fund's exposure to the underlying instrument, while selling futures tends to decrease the Fund's exposure to the underlying instrument or hedge other Fund investments. In addition, there is the risk that the Fund may not be able to enter into a closing transaction because of an illiquid secondary market. Losses may arise if there is an illiquid secondary market or if the counterparties do not perform under the contract's terms. The Fund enters into financial futures transactions primarily to manage its exposure to certain markets and to changes in securities prices and foreign currencies. Gains and losses are realized upon the expiration or closing of the futures contracts. Futures contracts are valued at the quoted daily settlement prices established by the exchange on which they trade. At December 31, 2003, the Fund held no outstanding financial futures contracts. (7) SECURITY LENDING: The Fund may lend its securities to financial institutions which the Fund deems to be creditworthy. The loans are collateralized at all times with cash or securities with a market value at least equal to the market value of the securities on loan. The market value of securities loaned is determined daily and any additional required collateral is allocated to the Fund on the next business day. For the duration of a loan, the Fund receives the equivalent of the interest or dividends paid by the issuer on the securities loaned and also receives compensation from the investment of the collateral. As with other extensions of credit, the Fund bears the risk of delay in recovery or even loss of rights in its securities on loan should the borrower of the securities fail financially or default on its obligations to the Fund. In the event of borrower default, the Fund generally has the right to use the collateral to offset losses incurred. The Fund may incur a loss in the event it was delayed or prevented from exercising its rights to dispose of the collateral. The Fund also bears the risk in the event that the interest and/or dividends received on invested collateral is not sufficient to meet the Fund's obligations due on the loans. The Fund loaned securities during the year ended December 31, 2003 resulting in security lending income. At December 31, 2003, the Fund had no securities on loan. (8) DELAYED DELIVERY TRANSACTIONS: The Fund may purchase or sell securities on a when-issued, delayed delivery or forward commitment basis. This Fund segregates securities having a value at least equal to the amount of the purchase commitment. 19 MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST STANDISH MELLON OPPORTUNISTIC EMERGING MARKETS DEBT FUND NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- The Fund may enter into to be announced ("TBA") purchase commitments to purchase securities for a fixed unit price at a future date beyond customary settlement time. Although the unit price has been established, the principal value has not been finalized. However, the amount of the commitments will not fluctuate more than 0.01% from the principal amount. The Fund holds, and maintains until settlement date, cash or high-grade debt obligations in an amount sufficient to meet the purchase price, or the Fund may enter into offsetting contracts for the forward sale of other securities it owns. Income on the securities will not be earned until settlement date. TBA purchase commitments may be considered securities in themselves, and involve a risk of loss if the value of the security to be purchased declines prior to the settlement date, which risk is in addition to the risk of the decline in the value of the Fund's other assets. Unsettled TBA purchase commitments are valued at the current market value of the underlying securities, according to the procedures described under "Investment security valuations" above. The Fund may enter into TBA sale commitments to hedge its portfolio positions. Proceeds of TBA sale commitments are not received until the contractual settlement date. During the time a TBA sale commitment is outstanding, an offsetting TBA purchase commitment deliverable is held as "cover" for the transaction. Unsettled TBA sale commitments are valued at the current market value of the underlying securities, generally according to the procedures described under "Investment security valuations" above. The contract is 'marked-to-market' daily and the change in market value is recorded by the Fund as an unrealized gain or loss. If the TBA sale commitment is closed through the acquisition of an offsetting purchase commitment, the Fund realizes a gain or loss from the sale of the securities based upon the unit price established at the date the commitment was entered into. The Fund entered into no such transactions during the year ended December 31, 2003. 20 REPORT OF INDEPENDENT AUDITORS To the Trustees of Mellon Institutional Funds Investment Trust and the Shareholders of Standish Mellon Opportunistic Emerging Markets Debt Fund: In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Mellon Institutional Funds Investment Trust: Standish Mellon Opportunistic Emerging Markets Debt Fund (formerly, Standish Opportunistic Emerging Markets Debt Fund) (the "Fund") at December 31, 2003, and the results of its operations, the changes in its net assets and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2003 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion. PricewaterhouseCoopers LLP Boston, Massachusetts February 20, 2004 21 TRUSTEES AND OFFICERS The following table lists the Trust's trustees and officers; their address and date of birth; their position with the Trust; the length of time holding that position with the Trust; their principal occupation(s) during the past five years; the number of portfolios in the fund complex they oversee; and other directorships they hold in companies subject to registration or reporting requirements of the Securities Exchange Act of 1934 (generally called "public companies") or in registered investment companies as of December 31, 2003. The Trust's Statement of Additional Information includes additional information about the Trust's trustees and is available, without charge, upon request by writing Mellon Institutional Funds at P.O. Box 8585, Boston, MA 02266-8585 or calling toll free 1-800-221-4795. The same persons serve as trustees and officers of the Portfolio Trust in the same capacities. INDEPENDENT TRUSTEES NUMBER OF PRINCIPAL PORTFOLIOS IN OTHER NAME, TERM OF OFFICE OCCUPATION(S) FUND COMPLEX DIRECTORSHIPS ADDRESS, AND POSITION(S) AND LENGTH OF DURING PAST OVERSEEN BY HELD BY DATE OF BIRTH HELD WITH TRUST TIME SERVED 5 YEARS TRUSTEE TRUSTEE - ------------------------------------------------------------------------------------------------------------------------------ Samuel C. Fleming Trustee Trustee since Chairman of the 28 None c/o Decision 11/3/1986 Board and Chief Resources, Inc. Executive Officer, 260 Charles Street Decision Resources, Waltham, MA 02453 Inc. 9/30/40 Caleb Loring III Trustee Trustee since Trustee, Essex 28 None c/o Essex Street 11/3/1986 Street Associates Associates (family investment 400 Essex Street trust office) Beverly, MA 01915 11/14/43 Benjamin M. Friedman Trustee Trustee since William Joseph 28 None c/o Harvard University 9/13/1989 Maier, Professor of Cambridge, MA 02138 Political Economy, 8/5/44 Harvard University Trustee Trustee since Trustee, Mertens 28 None 11/3/1986 House, Inc. Trustee and Chairman of the Board, Visiting Nurse Alliance of Vermont & New Hampshire. John H. Hewitt P.O. Box 233 New London, NH 03257 4/11/35 INTERESTED TRUSTEES NUMBER OF PRINCIPAL PORTFOLIOS IN OTHER NAME, TERM OF OFFICE OCCUPATION(S) FUND COMPLEX DIRECTORSHIPS ADDRESS, AND POSITION(S) AND LENGTH OF DURING PAST OVERSEEN BY HELD BY DATE OF BIRTH HELD WITH TRUST TIME SERVED 5 YEARS OFFICER OFFICER - ------------------------------------------------------------------------------------------------------------------------------ Patrick J. Sheppard Trustee, President Since 2003 Senior Vice 28 None c/o Standish Mellon Asset and Chief President and Chief Management Company LLC, Executive Officer Operating Officer, One Boston Place Mellon Institutional Boston, MA 02108 Asset Management; 7/24/65 formerly Vice President and Chief Financial Officer, Mellon Institutional Asset Management 22 PRINCIPAL OFFICERS WHO ARE NOT TRUSTEES NUMBER OF PRINCIPAL PORTFOLIOS IN OTHER NAME, TERM OF OFFICE OCCUPATION(S) FUND COMPLEX DIRECTORSHIPS ADDRESS, AND POSITION(S) AND LENGTH OF DURING PAST OVERSEEN BY HELD BY DATE OF BIRTH HELD WITH TRUST TIME SERVED 5 YEARS OFFICER OFFICER - ------------------------------------------------------------------------------------------------------------------------------ Barbara A. McCann Secretary Secretary since 2003 Senior Vice 28 None c/o Standish Mellon Asset President and Head Management, of Operations, One Boston Place Mellon Institutional Boston, MA 02108 Asset Management, 2/20/61 formerly First Vice President, Mellon Institutional Asset Management and Mellon Global Investments Steven M. Anderson Vice President and Vice President since Vice President and 28 None c/o Standish Mellon Asset Treasurer 1999; Treasurer Mutual Funds Management, since 2002 Controller, Standish One Boston Place Mellon Asset Boston, MA 02108 Management; formerly 7/14/65 Assistant Vice President and Mutual Funds Controller, Standish Mellon Asset Management Denise B. Kneeland Assistant Vice Since 1996 Vice President and 28 None c/o Standish Mellon Asset President Manager, Mutual Management, Funds Operations, One Boston Place Standish Mellon Boston, MA 02108 Asset Management 8/19/51 Lisa Kane Assistant Vice Since 1999 Vice President and 28 None c/o Standish Mellon Asset President Client Service Management, Professional, One Boston Place Standish Mellon Boston, MA 02108 Asset Management 6/25/70 Cara E. Hultgren, Assistant Vice Since 2001 Assistant Manager, 28 None c/o Standish Mellon Asset President Mutual Fund Management, Operations since One Boston Place 1999; Shareholder Boston, MA 02108 Representative, 1/19/71 Standish Mellon Asset Management Scott Simonds, Assistant Vice Since 2002 Compliance Analyst, 28 None c/o Standish Mellon Asset President Boston Partners; Management, Fund Accountant, One Boston Place Mellon Financial Boston, MA 02108 Corp. 8/17/60 A description of the policies and procedures that the fund uses to determine how to vote proxies relating to portfolio securities is available (i) without charge, upon request, by calling toll free 1-800-221-4795, (ii) on the fund's website at http://www.melloninstituionalfunds.com, and (iii) on the Securities and Exchange Commission's website at http://www.sec.gov. 23 [Logo] Mellon -------------------------- Mellon Institutional Funds One Boston Place Boston, MA 02108-4408 800.221.4795 www.melloninstitutionalfunds.com Standish Mellon International Fixed Income Fund II Financial Statements for the Year Ended December 31, 2003 [Logo] Mellon -------------------------- Mellon Institutional Funds [Logo] Mellon -------------------------- Mellon Institutional Funds February 28, 2004 Dear Mellon Institutional Fund Shareholder: Enclosed you will find your Fund's annual report for the fiscal year ended December 31, 2003. In 2003 we experienced a return to risk-taking in the financial markets. It's worth recalling that for most of 2002, market sentiment was notably bearish, characterized by a flight to quality. Indeed, the first half of 2002 produced the worst six-month performance for the S&P 500 Index in more than 30 years, with a loss of almost 14%. In contrast, during 2003, the greatest gains were made by the stock market and the lowest-rated corporate debt. The S&P 500 gained 22%, while the Merrill Lynch C-Rated High Yield Index advanced 42%. In keeping with the risk-taking trend, small cap stocks, as measured by the Russell 2000 Index, advanced 45%. International stocks also have enjoyed a healthy rebound, advancing 17%, as measured by the MSCI EAFE Index. In comparison, intermediate U.S. Treasuries had a total return of just 2%, after providing a total return of 12% in 2002, as measured by the Lehman Treasury Index. The financial markets were reacting to the increasing strength of the economy. After several sluggish quarters, economic activity in the U.S. accelerated in the summer months and remains strong. The sources of strength include a) continuing monetary ease that has induced substantial mortgage refinancing and housing activity, b) Federal fiscal stimulus from large new tax cuts and sharp increases in defense spending, and c) a gradual improvement in business capital spending after many quarters of stagnation. Sluggish spots to date include inventory investment, state and local spending, net exports and employment, although some of these sectors show signs of much-awaited improvement. The renewal of economic strength has created a schizophrenic year for the bond markets. Until late June, the market's tone had been set by an expectation of continued sluggish growth. In June, the Fed made explicit its intent to keep short-term interest rates low for a "considerable period." But the Fed announcement was perceived as a disappointment by the market, which promptly caused a sharp summer selloff in bonds. In September, bonds recouped some of their losses, as market participants felt the selloff had been overdone. At its most recent meeting, the Fed edged closer to a less accommodative stance in dropping the "considerable period" language. Instead, the Fed said it "can be patient" in not raising rates until signs of inflation become evident. The yield curve remains very steep, influenced by the Fed at the short end, but with the intermediate maturities under pressure from the large volume of Treasury financing in that sector. With the recent bump in yields and inflation still relatively quiescent, real interest rates have increased to the lower end of what have been the historic norms. Mellon Funds Distributor, L.P. P.O. Box 51407 o Boston, MA 02205-1407 (800) 221-4795 Toll Free o (617) 350-0042 Fax A Mellon Financial Company. (SM) 1 Looking ahead, it is clear that there are some serious distortions and imbalances in world economies including structural problems in Japan and core Europe, the U.S. current account deficit, and the leverage in the consumer balance sheet. It is impossible to predict when these restraints might undermine economic activity, but the latter part of 2004 or the year 2005 could be a period of vulnerability when there will be a loss of incremental fiscal stimulus as well as the lagged effect of higher interest rates. Nevertheless, the near term economic outlook has brightened, business activity has some significant momentum which should carry over into 2004. The result should be favorable growth, especially in business investment. We expect inflation to remain modest and corporate profit growth to be reasonably strong. We wish to thank you for your business and confidence in Mellon Institutional Funds. Please feel free to contact us with questions or comments. Sincerely, /s/ Patrick J. Sheppard Patrick J. Sheppard Mellon Funds Distributor, L.P. P.O. Box 51407 o Boston, MA 02205-1407 (800) 221-4795 Toll Free o (617) 350-0042 Fax A Mellon Financial Company. (SM) 2 STANDISH MELLON INTERNATIONAL FIXED INCOME FUND II Management Discussion and Analysis December 2003 International bond markets produced modest, positive returns in 2003in local currency terms. However, in U.S. dollar terms the returns were significantly higher due to the dramatic decline in the U.S. dollar. The Standish Mellon International Fixed Income Fund II returned 21.51% for the year, after all expenses, compared to 18.63% for our benchmark, the JP Morgan Non-U.S. Government Bond Index. Global bond market returns had two distinct phases during 2003 that were driven by a series of economic, financial and geopolitical developments. During the first half of the year, bond markets were generally strong, led by the U.S. market. The global economy was weak, although there were signs of recovery, and financial market participants were concerned about the possibility of deflation, particularly in the U.S. The Iraq war and concern about North Korea's nuclear weapons program further weighed on confidence and the growth outlook. In addition, financial market scandals caused some investors to abandon riskier assets such as stocks. Bonds looked like a safe bet. During the second half of the year, global growth accelerated and confidence returned to financial markets. The heavy fighting was over in Iraq and progress was being made on the Korean Peninsula. The Federal Reserve had lowered rates to their lowest level since 1958 and the combination of low interest rates and fiscal stimulus was taking hold. The health of global companies was improving with increasing profits and declining credit spreads. Equities were rallying globally as were emerging market stocks and bonds. As the fear of deflation faded, bond yields rose dramatically from the mid-year lows. The range of returns in local terms for government bond markets as measured by the JP Morgan Government Bond Indices was modest for the year with only 684 b.p. separating the best market Canada (+6.04%) from the worst, Japan (-0.80%). The U.S. component of the index returned 2.44% while European markets returned 3.76%. The U.S. dollar fell relative to all major currencies last year with the declines ranging from 33.80% relative to the Australian dollar to 10.73% relative to the Japanese yen. Although government bond returns were modest in 2003, corporate and emerging market bonds performed quite well. The higher yielding segments of the bond market produced the best returns with high yield corporate bonds and emerging market bond indices recording returns in excess of 20%. The U.S. dollar fell during the year as the mix of loose fiscal and monetary policy and the large current account deficit made the currency unattractive to global investors. During this period of U.S. dollar weakness, the Fund has not been able to make regular distributions of investment income. This is due to our policy of hedging most of our currency exposures back to U.S. dollars. Although this policy results in less volatility in total return over time than if the portfolio were unhedged, currency volatility can have a 3 significant effect on the Fund's investment income. In periods when the dollar declines as it has over the past two years, the losses from the currency hedging activity offset the investment income of the portfolio. Conversely, when the dollar appreciates, our currency hedging activity typically generates gains that enhance the investment income of the Fund. Another way to view this is that much of the Fund's reported total return -which has been very strong compared to the Index -- is classified as capital appreciation within the portfolio. The Fund outperformed its benchmark during the year. Our position in investment grade and high yield corporate bonds and emerging market securities was the largest positive contributor relative to our benchmark. Our country selection was also positive as we were overweighted European markets and zero weighted in Japan. Our currency exposure was positive for the year relative to the benchmark as we had established positions in the Euro and the Australian, New Zealand and Canadian dollars relative to the U.S. dollar and all those positions contributed positively in 2003. Our outlook for 2004 is favorable for international bonds. We believe that the performance of global economies will be mixed in the coming year with the U.S. growing above trend, Japan on trend and Europe below. Government bond yields in the U.S. will be biased upwards but opportunities for value-added can be found in European bonds as the European Central Bank is likely to lag any moves by the Fed to increase interest rates. Non-government sectors such as corporate and emerging bonds offer value in 2004 as credit quality improves. However, the excess returns are likely to be more modest than in 2003. We appreciate your continued support and look forward to working on your behalf over the next year. /s/ W. Charles Cook W. Charles Cook 4 - -------------------------------------------------------------------------------- Mellon Institutional Funds Investment Trust Standish Mellon International Fixed Income Fund II Comparison of Change in Value of $100,000 Investment in Standish Mellon International Fixed Income Fund II and J.P. Morgan Non-U.S. Government Bond Index [The following data was represented as a line chart in the printed material]. Standish Mellon International J.P. Morgan Fixed Income Non-U.S. Gov't Fund II Bond Index 100,000 100,000 102,900 103,342 103,050 103,744 104,605 105,546 104,757 105,322 102,986 103,618 102,838 103,482 98,718 100,416 98,613 98,961 101,680 102,209 97,178 97,866 98,661 98,839 2000 100,777 101,530 98,284 98,806 96,905 97,166 96,215 96,884 94,147 94,850 96,216 96,785 100,034 100,927 100,194 100,533 99,981 100,071 94,943 96,038 95,049 96,038 93,882 95,533 2001 93,033 94,124 94,730 96,487 99,133 100,966 98,655 101,380 98,814 101,542 97,966 100,476 94,721 97,284 91,905 94,842 92,702 95,165 92,914 95,544 96,261 99,301 101,361 102,796 2002 106,727 108,842 106,036 109,534 108,002 111,312 108,533 111,995 107,736 111,855 108,799 112,318 115,067 118,766 117,724 121,002 119,423 122,565 119,965 123,183 122,163 124,951 128,161 130,865 2003 126,341 128,432 122,993 125,068 122,562 123,992 131,154 131,984 130,603 131,736 133,437 134,389 139,762 140,888 ----------------------------- Average Annual Total Return (for period ended 12/31/2003) ----------------------------- Since Inception 1 Year 3 Year 06/30/1999 ------ ------ ---------- 21.51% 11.79% 7.72% ----------------------------- Must be preceded or accompanied by a prospectus which contains more complete information and should be read carefully before investing. Copyright 2003, Mellon Funds Distributor, L.P. Member, NASD. The investment return and principal value of an investment will fluctuate, and an investor's shares, when redeemed, may be worth more or less than their original cost. Past performance is not predictive of future performance. - -------------------------------------------------------------------------------- 5 MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST STANDISH MELLON INTERNATIONAL FIXED INCOME FUND II STATEMENT OF ASSETS AND LIABILITIES DECEMBER 31, 2003 - -------------------------------------------------------------------------------- ASSETS Investments, at value (Note 1A) (identified cost, $20,888,861) $23,479,579 Cash 23 Receivable for investments sold 63,950 Receivable for Fund shares sold 65,950 Interest receivable 578,046 Unrealized appreciation on forward foreign currency exchange contracts (Note 6) 69,935 Prepaid expenses 8,516 ----------- Total assets 24,265,999 LIABILITIES Payable for variation margin on open financial futures contracts (Note 6) $ 750 Unrealized depreciation on forward foreign currency exchange contracts (Note 6) 192,847 Payable for closed forward foreign currency exchange contracts (Note 6) 4,023 Distributions payable 10,799 Options written, at value (Note 6) (premiums received, $10,814) 28,766 Accrued accounting, custody and transfer agent fees 13,766 Accrued trustees' fees and expenses (Note 2) 1,019 Accrued expenses and other liabilities 30,723 ------- Total liabilities 282,693 ----------- NET ASSETS $23,983,306 =========== NET ASSETS CONSIST OF: Paid-in capital $22,198,544 Accumulated net realized loss (768,460) Undistributed net investment income 105,920 Net unrealized appreciation 2,447,302 ----------- TOTAL NET ASSETS $23,983,306 =========== SHARES OF BENEFICIAL INTEREST OUTSTANDING 1,043,973 =========== NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE (Net Assets/Shares outstanding) $ 22.97 =========== The accompanying notes are an integral part of the financial statements. 6 MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST STANDISH MELLON INTERNATIONAL FIXED INCOME FUND II STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2003 - -------------------------------------------------------------------------------- INVESTMENT INCOME (NOTE 1C) Interest income (including securities lending income of $219 (Note 7)) $ 912,118 Dividend income 1,090 ---------- Total investment income 913,208 EXPENSES Investment advisory fee (Note 2) $ 93,938 Accounting, custody, and transfer agent fees 136,017 Legal and audit services 34,827 Registration fees 19,120 Insurance expense 7,449 Trustees' fees and expenses (Note 2) 4,099 Miscellaneous 8,934 --------- Total expenses 304,384 Deduct: Waiver of investment advisory fee (Note 2) (93,938) Reimbursement of Fund operating expenses (Note 2) (81,282) --------- Total expense deductions (175,220) --------- Net expenses 129,164 ---------- Net investment income 784,044 ---------- REALIZED AND UNREALIZED GAIN (LOSS) Net realized gain (loss) Investment security transactions 2,776,572 Financial futures contracts (16,828) Written options transactions 12,379 Foreign currency transactions and forward foreign currency exchange contracts 301,384 --------- Net realized gain 3,073,507 Change in unrealized appreciation (depreciation) Investment securities 804,916 Financial futures contracts 17,609 Written options (18,587) Foreign currency and forward foreign currency exchange contracts (247,759) --------- Change in net unrealized appreciation (depreciation) 556,179 ---------- Net realized and unrealized gain 3,629,686 ---------- NET INCREASE IN NET ASSETS FROM OPERATIONS $4,413,730 ========== The accompanying notes are an integral part of the financial statements. 7 MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST STANDISH MELLON INTERNATIONAL FIXED INCOME FUND II STATEMENTS OF CHANGES IN NET ASSETS - -------------------------------------------------------------------------------- YEAR ENDED YEAR ENDED DECEMBER 31, 2003 DECEMBER 31, 2002 ----------------- ----------------- INCREASE (DECREASE) IN NET ASSETS FROM INVESTMENT OPERATIONS Net investment income $ 784,044 $ 941,984 Net realized gain (loss) 3,073,507 (971,630) Change in net unrealized appreciation (depreciation) 556,179 3,385,918 ------------ ------------ Net increase in net assets from investment operations 4,413,730 3,356,272 ------------ ------------ DISTRIBUTIONS TO SHAREHOLDERS (NOTE 1F) From net investment income (3,060,410) -- ------------ ------------ Total distributions to shareholders (3,060,410) -- ------------ ------------ FUND SHARE (PRINCIPAL) TRANSACTIONS (NOTE 4) Net proceeds from sale of shares 10,008,544 12,416,156 Value of shares issued to shareholders in payment of distributions declared 3,046,737 -- Cost of shares redeemed (11,627,410) (34,907,479) ------------ ------------ Net increase (decrease) in net assets from Fund share transactions 1,427,871 (22,491,323) ------------ ------------ TOTAL INCREASE (DECREASE) IN NET ASSETS 2,781,191 (19,135,051) NET ASSETS At beginning of year 21,202,115 40,337,166 ------------ ------------ At end of year (including undistributed net investment income of $105,920 and $43,915) $ 23,983,306 $ 21,202,115 ============ ============ The accompanying notes are an integral part of the financial statements. 8 MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST STANDISH MELLON INTERNATIONAL FIXED INCOME FUND II FINANCIAL HIGHLIGHTS - -------------------------------------------------------------------------------- FOR THE PERIOD JUNE 30, 1999 YEAR ENDED DECEMBER 31, (COMMENCEMENT OF ----------------------------------- OPERATIONS) TO 2003 2002 2001(A) 2000 DECEMBER 31, 1999 ------- ------- -------- ------- ----------------- NET ASSET VALUE, BEGINNING OF YEAR $ 21.66 $ 17.83 $ 18.87 $ 19.47 $ 20.00 ------- ------- ------- ------- ------- FROM INVESTMENT OPERATIONS: Net investment income*(1) 0.77 0.73 0.73 0.98 0.61 Net realized and unrealized gain (loss) on investments 3.81 3.10 (1.74) (1.50) (0.04) ------- ------- ------- ------- ------- Total from investment operations 4.58 3.83 (1.01) (0.52) 0.57 ------- ------- ------- ------- ------- LESS DISTRIBUTIONS TO SHAREHOLDERS: From net investment income (3.27) -- (0.03) (0.08) (1.10) ------- ------- ------- ------- ------- Total distributions to shareholders (3.27) -- (0.03) (0.08) (1.10) ------- ------- ------- ------- ------- NET ASSET VALUE, END OF YEAR $ 22.97 $ 21.66 $ 17.83 $ 18.87 $ 19.47 ======= ======= ======= ======= ======= TOTAL RETURN+++ 21.51% 21.48% (5.31)% (2.73)% 2.84%++ RATIOS/SUPPLEMENTAL DATA: Expenses (to average daily net assets)* 0.55% 0.55% 0.55% 0.27% 0.00%+ Net Investment Income (to average daily net assets)* 3.34% 3.87% 3.99% 5.30% 5.93%+ Portfolio Turnover 192% 178% 205% 216% 91%++ Net Assets, End of Year (000's omitted) $23,983 $21,202 $40,337 $41,614 $23,999 - ----------------- * For the periods indicated, the investment adviser voluntarily agreed not to impose all or a portion of its investment advisory fee and/or reimbursed the Fund for all or a portion of its operating expenses. If this voluntary action had not been taken, the investment income per share and the ratios would have been: Net investment income per share(1) $ 0.60 $ 0.60 $ 0.68 $ 0.86 $ 0.51 Ratios (to average daily net assets): Expenses 1.30% 1.23% 0.85% 0.90% 1.02%+ Net investment income 2.59% 3.19% 3.69% 4.67% 4.91%+ (a) The Fund has adopted the provisions of the revised AICPA Audit and Accounting Guide for Investment Companies effective January 1, 2001 and began amortizing premium and discount on all debt securities on an effective yield basis. The effect of this change for the year ended December 31, 2001 was to decrease net investment income per share by $0.002, increase net realized and unrealized gains and losses per share by $0.002 and decrease the ratio of net investment income to average net assets from 4.00% to 3.99%. Per share data and ratios/supplemental data for the periods prior to January 1, 2001 have not been restated to reflect this change in presentation. (1) Calculated based on average shares outstanding. + Computed on an annualized basis. ++ Not annualized +++ Total return would have been lower in the absence of expense waivers. The accompanying notes are an integral part of the financial statements. 9 MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST STANDISH MELLON INTERNATIONAL FIXED INCOME FUND II SCHEDULE OF INVESTMENTS - DECEMBER 31, 2003 - -------------------------------------------------------------------------------- PAR VALUE SECURITY RATE MATURITY VALUE (NOTE 1A) - ------------------------------------------------------------------------------------------------------ BONDS AND NOTES -- 94.3% ASSET BACKED -- 1.7% Household Automotive Trust 2003-1A A2 1.300% 09/18/2006 USD 135,000 $ 134,992 MBNA Master Credit Card Trust 1999-G A 6.350% 12/15/2006 200,000 205,443 Whole Auto Loan Trust 2002-1 A2 1.880% 06/15/2005 64,625 64,761 ----------- Total Asset Backed (Cost $407,466) 405,196 ----------- CORPORATE -- 4.2% BANKING -- 0.2% Chevy Chase Bank Sub Notes 6.875% 12/01/2013 45,000 46,125 ----------- BASIC INDUSTRY -- 0.3% CSC Holdings, Inc. 7.875% 12/15/2007 20,000 21,100 Nalco Co. 7.750% 11/15/2011 30,000 38,979 ----------- 60,079 ----------- CAPITAL GOODS -- 0.4% Allied Waste Industries, Inc. 8.875% 04/01/2008 65,000 72,800 Allied Waste Industries, Inc. 10.000% 08/01/2009 15,000 16,200 ----------- 89,000 ----------- COMMUNICATIONS -- 0.8% AT&T Wireless Services, Inc. Senior Notes 8.750% 03/01/2031 45,000 55,522 Salem Communciations Corp. Senior Sub Notes 7.750% 12/15/2010 15,000 15,637 Sprint Capital Corp. 8.375% 03/15/2012 55,000 64,229 Sprint Capital Corp. 8.750% 03/15/2032 50,000 59,069 ----------- 194,457 ----------- CONSUMER CYCLICAL -- 0.8% Coast Hotels & Casino, Inc. 9.500% 04/01/2009 25,000 26,437 Echostar DBS Corp. Senior Notes 10.375% 10/01/2007 80,000 87,700 Mohegan Tribal Gaming Authority Senior Notes 8.375% 07/01/2011 20,000 21,800 Mohegan Tribal Gaming Authority Senior Sub Notes 6.375% 07/15/2009 20,000 20,650 Station Casinos, Inc. Senior Sub Notes 8.875% 12/01/2008 30,000 31,050 ----------- 187,637 ----------- CONSUMER NONCYCLICAL -- 0.5% Altria Group, Inc. 5.625% 11/04/2008 75,000 76,938 Tricon Global Restaurant, Inc. Senior Notes 8.875% 04/15/2011 25,000 30,313 ----------- 107,251 ----------- ENERGY -- 0.4% ANR Pipeline Co. 7.375% 02/15/2024 10,000 10,100 Chesapeake Energy Corp. 8.125% 04/01/2011 30,000 33,300 Halliburton Co. 144A 5.500% 10/15/2010 40,000 41,833 ----------- 85,233 ----------- The accompanying notes are an integral part of the financial statements. 10 MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST STANDISH MELLON INTERNATIONAL FIXED INCOME FUND II SCHEDULE OF INVESTMENTS - DECEMBER 31, 2003 - -------------------------------------------------------------------------------- PAR VALUE SECURITY RATE MATURITY VALUE (NOTE 1A) - ------------------------------------------------------------------------------------------------------ FINANCIAL -- 0.6% General Motors Corp. 7.250% 07/03/2013 EUR 90,000 $ 125,359 RH Donnelley Finance Corp. I 144A Senior Notes 8.875% 12/15/2010 USD 5,000 5,625 RH Donnelley Finance Corp. I 144A Senior Sub Notes 10.875% 12/15/2012 10,000 11,863 ----------- 142,847 ----------- PUBLIC UTILITY -- 0.2% AES Corp. 144A 8.750% 05/15/2013 25,000 27,937 Southern Natural Gas Co. 8.875% 03/15/2010 15,000 16,875 ----------- 44,812 ----------- Total Corporate (Cost $922,604) 957,441 ----------- SOVEREIGN BONDS -- 1.9% Republic of Brazil 8.000% 04/15/2014 12,314 12,114 Republic of Brazil 10.000% 08/07/2011 30,000 33,150 Republic of Brazil 11.000% 08/17/2040 60,000 66,000 Republic of Brazil 14.500% 10/15/2009 15,000 19,613 Republic of Bulgaria IAB PDI(a) 1.938% 07/28/2011 28,500 28,001 Republic of Bulgaria Series A(a) 1.938% 07/28/2024 15,000 14,850 Republic of Colombia 10.750% 01/15/2013 20,000 22,750 Republic of El Salvador 8.500% 07/25/2011 25,000 27,563 Republic of Peru 8.750% 11/21/2033 20,000 20,000 Republic of Peru FLIRB(a) 4.500% 03/07/2017 25,000 22,250 Republic of Turkey Senior Unsub Notes 11.875% 01/15/2030 10,000 13,550 Republic of Turkey Senior Unsub Notes 12.375% 06/15/2009 20,000 25,400 Republic of Venezuela 9.250% 09/15/2027 25,000 22,750 Russian Federation 5.000% 03/31/2030 20,000 19,250 Russian Federation 11.000% 07/24/2018 20,000 26,950 Ukraine Government Senior Notes 11.000% 03/15/2007 49,001 54,513 United Mexican States 9.875% 02/01/2010 35,000 44,188 ----------- Total Sovereign Bonds (Cost $463,778) 472,892 ----------- YANKEE BONDS -- 2.4% Banque Centrale de Tunisie 7.375% 04/25/2012 30,000 33,600 British Sky Broadcasting 6.875% 02/23/2009 180,000 202,049 British Sky Broadcasting 7.300% 10/15/2006 70,000 77,943 HBOS PLC 144A Sub Notes(a) 5.375% 12/31/2049 30,000 29,908 Hutchison Whampoa Ltd. 144A 5.450% 11/24/2010 100,000 101,431 International Telecom Satellite Ltd. 144A 6.500% 11/01/2013 20,000 20,868 Ministry Finance Russia 3.000% 05/14/2008 45,000 40,219 Rogers Cable, Inc. 6.250% 06/15/2013 30,000 30,225 Royal Caribbean Cruises 8.250% 04/01/2005 15,000 15,788 Salomon Bros. (Sibneft) 10.750% 01/15/2009 30,000 33,900 ----------- Total Yankee Bonds (Cost $575,937) 585,931 ----------- The accompanying notes are an integral part of the financial statements. 11 MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST STANDISH MELLON INTERNATIONAL FIXED INCOME FUND II SCHEDULE OF INVESTMENTS - DECEMBER 31, 2003 - -------------------------------------------------------------------------------- PAR VALUE SECURITY RATE MATURITY VALUE (NOTE 1A) - ------------------------------------------------------------------------------------------------------ U.S. TREASURY OBLIGATIONS -- 0.1% TREASURY NOTES -- 0.1% U.S. Treasury Note 4.000% 11/15/2012 USD 25,000 $ 24,760 ----------- Total U.S. Treasury Obligations (Cost $24,968) 24,760 ----------- FOREIGN DENOMINATED -- 84.0% AUSTRALIA -- 2.1% Australian Government Series 808 8.750% 08/15/2008 AUD 585,000 496,295 ----------- CANADA -- 0.3% Canadian Pacific Railway 4.900% 06/15/2010 CAD 95,000 73,253 ----------- CAYMAN ISLANDS -- 0.3% Philip Morris Finance (Ci) 4.500% 04/06/2006 EUR 60,000 76,259 ----------- DENMARK -- 5.6% Denmark Realkredit 4.000% 01/01/2006 DKK 735,000 126,898 Denmark Realkredit 6.000% 10/01/2032 3,897,702 676,098 Kingdom of Denmark 4.000% 11/15/2004 3,080,000 527,443 ----------- 1,330,439 ----------- EURO -- 64.2% Allied Domecq PLC 5.875% 06/12/2009 EUR 20,000 27,114 Allied Irish Banks Ltd.(a) 7.500% 02/28/2011 20,000 29,181 Bank of Ireland Holdings(a) 7.400% 12/29/2049 20,000 29,260 Barclays Bank PLC(a) 7.500% 12/15/2010 20,000 29,489 Bouni Poliennali del Tesoro 1.650% 09/15/2008 115,000 145,251 British Telecom PLC 6.125% 02/15/2006 20,000 26,746 Bundes Obligation Series 135 5.000% 05/20/2005 515,000 670,726 Bundes Obligation Series 136 5.000% 08/19/2005 115,000 150,403 Bundes Obligation Series 142 3.000% 04/11/2008 850,000 1,052,954 Bundes Obligation Series 143 3.500% 10/10/2008 195,000 245,265 Bundes Obligation Series 94 7.500% 11/11/2004 530,000 696,565 Buoni del Tesoro Poliennali 4.500% 03/01/2007 660,000 864,762 Daimlerchrysler International Finance 6.125% 03/21/2006 75,000 99,540 DePfa ACS Bank 144A 3.875% 07/15/2013 200,000 240,459 Deutsche Telekom International Finance BV 8.125% 05/29/2012 40,000 61,767 Deutschland Republic 4.500% 01/04/2013 590,000 757,973 Deutschland Republic 4.750% 07/04/2028 640,000 785,242 Deutschland Republic 5.625% 01/04/2028 60,000 82,783 Dexia Municipal Agency 5.375% 04/26/2007 185,000 248,171 Eircom Funding 8.250% 08/15/2013 25,000 34,685 Eurohypo AG 4.500% 01/21/2013 50,000 63,442 European Investment Bank 3.625% 10/15/2013 50,000 59,270 FBG Treasury BV 5.750% 03/17/2005 40,000 52,094 Fort James Corp. 4.750% 06/29/2004 150,000 188,288 France Telecom 7.250% 01/28/2013 140,000 204,981 France Telecom Senior Unsub Notes 8.125% 01/28/2033 40,000 64,672 French Government 3.150% 07/25/2032 188,393 266,020 The accompanying notes are an integral part of the financial statements. 12 MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST STANDISH MELLON INTERNATIONAL FIXED INCOME FUND II SCHEDULE OF INVESTMENTS - DECEMBER 31, 2003 - -------------------------------------------------------------------------------- PAR VALUE SECURITY RATE MATURITY VALUE (NOTE 1A) - ------------------------------------------------------------------------------------------------------ EURO (CONTINUED) French Treasury Note 5.000% 01/12/2006 EUR 675,000 $ 888,790 HBOS PLC(a) 6.050% 11/23/2049 20,000 27,222 Heinz BV 5.125% 04/10/2006 50,000 65,682 Hilton Group Finance PLC 6.500% 07/17/2009 30,000 41,387 Honeywell Holding BV 5.250% 12/20/2006 20,000 26,145 Household Finance Corp. Senior Unsub Notes 6.500% 05/05/2009 45,000 62,719 Inco, Ltd. 15.750% 07/15/2006 200,000 414,585 International Paper Co. 5.375% 08/11/2006 20,000 26,213 Italian Government 7.750% 11/01/2006 500,000 705,837 Kappa Beheer BV 10.625% 07/15/2009 20,000 26,804 Kingdom of Belgium 5.750% 09/28/2010 625,000 869,633 Kingdom of Belgium Series 41 4.250% 09/28/2013 200,000 250,069 Lear Corp. Senior Notes 8.125% 04/01/2008 20,000 28,314 Linde Finance BV(a) 6.000% 07/29/2049 180,000 227,735 Messer Greisheim Holdings AG Senior Notes 10.375% 06/01/2011 20,000 29,069 Morgan Stanley Dean Witter 5.750% 04/01/2009 30,000 40,839 National Westminister Bank(a) 6.625% 10/29/2049 25,000 34,950 Netherland Government Notes 5.500% 07/15/2010 160,000 219,767 Netherlands Government Notes 4.000% 07/15/2005 340,000 437,312 Parker-Hannifin Corp. 6.250% 11/21/2005 10,000 13,306 Pemex Project Funding Master Trust 144A 6.625% 04/04/2010 20,000 26,049 Republic of Austria 5.750% 04/11/2007 710,000 962,261 Republic of South Africa 5.250% 05/16/2013 15,000 18,027 Sara Lee Corp. 6.125% 07/27/2007 30,000 40,768 Sogerim 7.000% 04/20/2011 30,000 42,799 Spanish Government 3.250% 01/31/2005 775,000 987,109 Spanish Government 4.250% 10/31/2007 780,000 1,014,628 Spanish Government 5.000% 07/30/2012 20,000 26,597 Telecom Italia SpA 6.250% 02/01/2012 80,000 109,612 Telelfonica Europe BV 5.125% 02/14/2013 35,000 45,273 Telenet Communication NV 144A Senior Notes 9.000% 12/15/2013 90,000 116,654 Telenor ASA 5.875% 12/05/2012 60,000 81,666 ThyssenKrupp 7.000% 03/19/2009 25,000 34,213 Tyco International Group SA 5.500% 11/19/2008 175,000 224,624 Valentia Telecommunications Ltd. 7.250% 12/31/2049 40,000 54,111 Vivendi Environnement Senior Notes 5.875% 06/27/2008 35,000 47,147 ----------- 15,445,019 ----------- GERMANY -- 4.5% Deutschland Republic+ 6.000% 01/05/2006 800,000 1,071,452 ----------- SINGAPORE -- 2.4% Singapore Government 3.500% 07/01/2012 SGD 1,000,000 581,675 ----------- SOUTH AFRICA -- 0.1% Republic of South Africa 13.000% 08/31/2010 ZAR 125,000 22,373 ----------- The accompanying notes are an integral part of the financial statements. 13 MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST STANDISH MELLON INTERNATIONAL FIXED INCOME FUND II SCHEDULE OF INVESTMENTS - DECEMBER 31, 2003 - -------------------------------------------------------------------------------- PAR VALUE SECURITY RATE MATURITY VALUE (NOTE 1A) - ------------------------------------------------------------------------------------------------------ SWEDEN -- 4.5% Swedish Government Series 1037 8.000% 08/15/2007 SEK 3,100,000 $ 491,093 Swedish Government Series 1040 6.500% 05/05/2008 3,845,000 587,036 ----------- 1,078,129 ----------- Total Foreign Denominated (Cost $17,707,616) 20,174,894 ----------- TOTAL BONDS AND NOTES (COST $20,102,369) 22,621,114 ----------- CONTRACT SIZE --------- PURCHASED OPTIONS -- 0.5% JPY Put/USD Call, Strike Price 130.00, 05/13/2004 (USD) 220,000 1 USD Put/AUD Call, Strike Price 0.70, 04/12/2004 (USD) 520,000 33,280 USD Put/CAD Call, Strike Price 1.30, 05/19/2004 (USD) 430,000 9,030 USD Put/CAD Call, Strike Price 1.325, 01/15/2004 (USD) 410,000 10,668 USD Put/EUR Call, Strike Price 1.145, 03/5/2004 (USD) 250,000 24,782 USD Put/EUR Call, Strike Price 1.23, 03/10/2004 (USD) 440,000 13,816 USD Put/NZD Call, Strike Price 0.61 04/12/2004 (USD) 520,000 30,732 ----------- TOTAL PURCHASED OPTIONS (COST $50,337) 122,309 ----------- PAR RATE MATURITY VALUE ------- ----------------------- --------- SHORT-TERM INVESTMENTS -- 3.1% U.S. TREASURY BILLS -- 0.1% U.S. Treasury Bill=/= 0.864% 03/04/2004 USD 25,000 24,964 ----------- REPURCHASE AGREEMENTS -- 3.0% Tri-party repurchase agreement dated 12/31/03 with Salomon Smith Barney, Inc. and Investors Bank and Trust Company, due 01/02/04, with a maturity value of $711,200 and an effective yield of 0.20%, collateralized by a U.S. Government Obligation with a rate of 5.18%, a maturity date of 02/15/26 and an aggregate market value of $726,128. 711,192 ----------- TOTAL SHORT-TERM INVESTMENTS (COST $736,155) 736,156 ----------- TOTAL INVESTMENTS -- 97.9% (COST $20,888,861) $23,479,579 OTHER ASSETS, LESS LIABILITIES -- 2.1% 503,727 ----------- NET ASSETS -- 100.0% $23,983,306 =========== The accompanying notes are an integral part of the financial statements. 14 MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST STANDISH MELLON INTERNATIONAL FIXED INCOME FUND II SCHEDULE OF INVESTMENTS - DECEMBER 31, 2003 - -------------------------------------------------------------------------------- NOTES TO SCHEDULE OF INVESTMENTS: 144A - Securities exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration to qualified buyers. AUD - Australian Dollar CAD - Canadian Dollar DKK - Danish Krone EUR - Euro FLIRB - Front Loaded Interest Reduction Bond IAB - Interest Arrears Bonds JPY - Japanese Yen NZD - New Zealand Dollar PDI - Past Due Interest Bonds SEK - Swedish Krona SGD - Singapore Dollar ZAR - South African Rand (a) Variable Rate Security; rate indicated is as of 12/31/03. + Denotes all or part of security segregated as collateral. =/= Rate noted is yield to maturity. The accompanying notes are an integral part of the financial statements. 15 MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST STANDISH MELLON INTERNATIONAL FIXED INCOME FUND II SCHEDULE OF INVESTMENTS - DECEMBER 31, 2003 - -------------------------------------------------------------------------------- PERCENTAGE OF NET INDUSTRY SECTOR ASSETS - ------------------------------------------------------------------------ Foreign Government 71.7% Financial 13.1% Communications 5.1% Consumer Cyclical 1.7% Capital Goods 1.6% Basic Industry 1.5% Consumer Noncyclical 1.3% Energy 0.5% Transportation 0.5% Banking 0.4% Technology 0.3% U.S. Government 0.2% ------- 97.9% PERCENTAGE OF NET TOP TEN COUNTRIES ASSETS - ------------------------------------------------------------------------ Germany 23.4% United States 11.5% Spain 8.5% Italy 7.6% France 7.4% Denmark 5.6% Netherlands 5.2% Belgium 5.2% Sweden 4.5% Austria 4.0% The accompanying notes are an integral part of the financial statements. 16 MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST STANDISH MELLON INTERNATIONAL FIXED INCOME FUND II NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- (1) SIGNIFICANT ACCOUNTING POLICIES: Mellon Institutional Funds Investment Trust (the "Trust") is organized as a Massachusetts business trust and is registered under the Investment Company Act of 1940, as amended, as an open-end, management investment company. Standish Mellon International Fixed Income Fund II (the "Fund") is a separate non-diversified investment series of the Trust. The objective of the Fund is to maximize total return while realizing a market level of income consistent with preserving principal and liquidity. The Fund seeks to achieve its objective by investing, under normal circumstances, at least 80% of net assets in fixed income securities, and at least 65% of net assets in non-U.S. dollar denominated fixed income securities of foreign government and companies located in various countries, including emerging markets. On June 21, 2003, by vote of the Trustees, the name of the Standish International Fixed Income Fund II was changed to Standish Mellon International Fixed Income Fund II. In addition, the Declaration of Trust was amened to change the name of the Trust from Standish, Ayer & Wood Investment Trust to Mellon Institutional Funds Investment Trust. The name changes became effective July 1, 2003. The following is a summary of significant accounting policies followed by the Fund in the preparation of its financial statements. The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates. A. INVESTMENT SECURITY VALUATIONS Securities for which quotations are readily available are valued at the last sale price, or if no sale price, at the closing bid price in the principal market in which such securities are primarily traded. Market quotations are not considered to be readily available for certain debt obligations; such investments are stated at fair value on the basis of valuations furnished by a pricing service or dealers, approved by the Trustees, which determine valuations for normal institutional-size trading units of such securities using methods based on market transactions for comparable securities and variable relationships between securities that are generally recognized by institutional traders. Securities (including illiquid securities) for which quotations are not readily available are valued at their fair value as determined in good faith under consistently applied procedures under the general supervision of the Trustees. Short-term instruments with less than sixty-one days remaining to maturity when acquired by the Fund are valued at amortized cost, which approximates market value. If the Fund acquires a short-term instrument with more than sixty days remaining to its maturity, it is valued at current market value until the sixtieth day prior to maturity and will then be valued at amortized value based upon the value on such date unless the Trustees determine during such sixty-day period that amortized value does not represent fair value. B. REPURCHASE AGREEMENTS It is the policy of the Fund to require the custodian bank to take possession of, to have legally segregated in the Federal Reserve Book Entry System, or to have segregated within the custodian bank's vault, all securities held as collateral in support of repurchase agreement investments. Collateral for certain tri-party repurchase agreements is held at the custodian in a segregated account for the benefit of the Fund and the counterparty. Additionally, procedures have been established by the Fund to monitor on a daily basis, the market value and accrued interest of the repurchase agreement's underlying investments to ensure the existence of a proper level of collateral. C. SECURITIES TRANSACTIONS AND INCOME Securities transactions are recorded as of trade date. Interest income is determined on the basis of interest accrued, adjusted for accretion of discount or amortization of premium using the yield-to-maturity method on long-term debt securities. Realized gains and losses from securities sold are recorded on the identified cost basis. The Fund does not 17 MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST STANDISH MELLON INTERNATIONAL FIXED INCOME FUND II NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss from investments. Net realized gains and losses on foreign currency transactions represent gains and losses on disposition of foreign currencies and forward foreign currency exchange contracts, currency gains and losses realized between the trade and settlement dates on securities transactions, and the difference between the amount of investment income and foreign withholding taxes recorded on the Fund's books and the U.S. dollar equivalent amounts usually received or paid. D. FOREIGN CURRENCY TRANSACTIONS Investment security valuations, other assets, and liabilities initially expressed in foreign currencies are converted into U.S. dollars based upon current currency exchange rates. Purchases and sales of foreign investment securities and income and expenses are converted into U.S. dollars based upon currency exchange rates prevailing on the respective dates of such transactions. Section 988 of the Internal Revenue Code provides that gains or losses on certain transactions attributable to fluctuations in foreign currency exchange rates must be treated as ordinary income or loss. For financial statement purposes, such amounts are included in net realized gains or losses. E. INVESTMENT RISK There are certain additional risks involved in investing in foreign securities that are not inherent in investments in domestic securities. These risks may involve adverse political and economic developments, including the possible imposition of capital controls or other foreign governmental laws or restrictions. In addition, the securities of some foreign companies and securities markets are less liquid and at times may be more volatile than securities of comparable U.S. companies and U.S. securities markets. The risks described above apply to an even greater extent to investments in emerging markets. The securities markets of emerging countries are generally smaller, less developed, less liquid, and more volatile than the securities markets of the U.S. and developed foreign markets. F. DISTRIBUTIONS TO SHAREHOLDERS Distributions to shareholders are recorded on the ex-dividend date. Dividends from net investment income and distributions from capital gains, if any, are reinvested in additional shares of the Fund unless the shareholder elects to receive them in cash. Income and capital gain distributions are determined in accordance with income tax regulations which may differ from accounting principles generally accepted in the United States of America. These differences, which may result in distribution reclassifications, are primarily due to differing treatments for foreign currency transactions, futures, amortization and/or accretion of premiums and discounts on certain securities, capital loss carryforwards, losses deferred due to wash sales and excise tax regulations. Permanent book and tax basis differences relating to shareholder distributions will result in reclassifications among undistributed net investment income, accumulated net realized gain (loss) and paid in capital. Undistributed net investment income and accumulated net realized gain (loss) on investments and foreign currency transactions may include temporary book and tax basis differences which will reverse in a subsequent period. Any taxable income or gain remaining at fiscal year end is distributed in the following year. G. EXPENSES The majority of expenses of the Trust are directly identifiable to an individual fund. Expenses which are not readily identifiable to a specific fund are allocated taking into consideration, among other things, the nature and type of expense and the relative size of the funds. 18 MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST STANDISH MELLON INTERNATIONAL FIXED INCOME FUND II NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- H. COMMITMENTS AND CONTINGENCIES In the normal course of business, the Fund may enter into contracts and agreements that contain a variety of representations and warranties, which provide general indemnifications. The maximum exposure to the Fund under these arrangements is unknown, as this would involve future claims that may be made against the Fund that have not yet occurred. However, based on experience, the Fund expects the risks of loss to be remote. (2) INVESTMENT ADVISORY FEE: The investment advisory fee paid to Standish Mellon Asset Management Company LLC ("Standish Mellon"), a wholly-owned subsidiary of Mellon Financial Corporation, for overall investment advisory and administrative services, and general office facilities is paid monthly at the annual rate of 0.40% of the Fund's average daily net assets. Standish Mellon voluntarily agreed to limit the Fund's total annual operating expenses (excluding brokerage commissions, taxes and extraordinary expenses) to 0.55% of the Fund's average daily net assets for the year ended December 31, 2003. Pursuant to this agreement, for the year ended December 31, 2003, Standish Mellon voluntarily did not impose $93,938 of its investment advisory fee and reimbursed the Fund for $81,282 of its operating expenses. This agreement is voluntary and temporary and may be discontinued or revised by Standish Mellon at any time. Effective January 28, 2003, the Fund began imposing a redemption fee of 2% of the net asset value of the shares, with certain exceptions, which are redeemed or exchanged less than 90 days from the day of their purchase. The redemption fee is paid directly to the Fund, and is designed to offset brokerage commissions, market impact, and other costs associated with short-term trading in the Fund. The fee does not apply to shares that are acquired through reinvestment of distributions. For the period ended December 31, 2003, the Fund received no redemption fees. No director, officer or employee of Standish Mellon or its affiliates receives any compensation from the Trust or the Fund for serving as an officer or Trustee of the Trust. The Trust pays each Trustee who is not a director, officer or employee of Standish Mellon or its affiliates an annual fee and a per meeting fee as well as reimbursement for travel and out of pocket expenses. In addition, the Trust pays the legal fees for the independent counsel of the Trustees. (3) PURCHASES AND SALES OF INVESTMENTS: Purchases and proceeds from sales of investments, other than short-term investments, for the year ended December 31, 2003 were as follows: PURCHASES SALES ----------------- ----------------- U.S. Government Securities $ 5,446,405 $ 6,678,269 =========== =========== Investments (non-U.S.Government Securities) $35,433,515 $32,686,950 =========== =========== (4) SHARES OF BENEFICIAL INTEREST: The Declaration of Trust permits the Trustees to issue an unlimited number of full and fractional shares of beneficial interest having a par value of one cent per share. Transactions in Fund shares were as follows: YEAR ENDED YEAR ENDED DECEMBER 31, 2003 DECEMBER 31, 2002 ------------------ ------------------ Shares sold 425,279 633,471 Shares issued to shareholders in payment of distributions declared 132,785 -- Shares redeemed (495,664) (1,916,987) -------- ---------- Net increase (decrease) 62,400 (1,283,516) ======== ========== 19 MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST STANDISH MELLON INTERNATIONAL FIXED INCOME FUND II NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- At December 31, 2003, two shareholders held of record approximately 65% and 14% of the total outstanding shares of the Fund. A significant portion of the Fund's shares are beneficially owned by fiduciary accounts over which Standish Mellon and its affiliates have either sole or joint investment discretion. Investment activity of these shareholders could have a material impact on the Fund. (5) FEDERAL TAXES: As a regulated investment company qualified under Subchapter M of the Internal Revenue Code, the Fund is not subject to income taxes to the extent that it distributes substantially all of its taxable income for its fiscal year. The tax basis components of distributable earnings and the federal tax cost as of December 31, 2003 was as follows: Unrealized appreciation $ 2,596,495 Unrealized depreciation (53,762) ----------- Net unrealized appreciation/depreciation 2,542,733 Undistributed ordinary income 21,739 Accumulated losses (768,911) Cost basis of investments for federal income tax purposes $20,892,645 At December 31, 2003, the Fund, for federal income tax purposes had capital loss carryovers which will reduce the Fund's taxable income arising from net realized gain on investments, if any, to the extent permitted by the Internal Revenue Code and thus will reduce the amount of distributions to shareholders which would otherwise be necessary to relieve the Fund of any liability for federal income tax. The capital loss carryovers are $67,233 and $686,115 which expire on December 31, 2009 and 2010, respectively. The Fund elected to defer to its fiscal year ending December 31, 2004 $15,563 of losses recognized during the period November 1, 2003 to December 31, 2003. The tax character of distributions paid during the fiscal year ended December 31, 2003, was as follows: AMOUNT ---------- Distributions paid from: Ordinary income $3,060,410 ---------- (6) FINANCIAL INSTRUMENTS: In general, the following instruments are used for hedging purposes as described below. However, these instruments may also be used to seek to enhance potential gain in circumstances where hedging is not involved. The nature, risks and objectives of these instruments are set forth more fully in the Fund's Prospectus and Statement of Additional Information. The Fund may trade the following instruments with off-balance sheet risk: OPTIONS Call and put options give the holder the right to purchase or sell a security or currency or enter into a swap arrangement on a future date at a specified price. The Fund may use options to seek to hedge against risks of market exposure and changes in securities prices and foreign currencies, as well as to seek to enhance returns. Writing puts and buying calls tend to increase the Fund's exposure to the underlying instrument. Buying puts and writing calls tend to decrease the Fund's exposure to the underlying instrument, or hedge other Fund investments. Options, both held and written by the Fund, are reflected in the accompanying Statement of Assets and Liabilities at market value. The underlying face 20 MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST STANDISH MELLON INTERNATIONAL FIXED INCOME FUND II NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- amount at value of any open purchased options is shown in the Schedule of Investments. This amount reflects each contract's exposure to the underlying instrument at period end. Losses may arise from changes in the value of the underlying instruments, if there is an illiquid secondary market for the contract or if the counterparty does not perform under the contract's terms. Premiums received from writing options which expire are treated as realized gains. Premiums received from writing options which are exercised or are closed are added to or offset against the proceeds or amount paid on the transaction to determine the realized gain or loss. Realized gains and losses on purchased options are included in realized gains and losses on investment securities, except purchased options on foreign currency which are included in realized gains and losses on foreign currency transactions. If a put option written by the Fund is exercised, the premium reduces the cost basis of the securities purchased by the Fund. The Fund, as writer of an option, has no control over whether the underlying securities may be sold (call) or purchased (put) and as a result bears the market risk of an unfavorable change in the price of the security underlying the written option. Exchange traded options are valued at the last sale price, or if no sales are reported, the last bid price for purchased options and the last ask price for written options. Options traded over-the-counter are valued using prices supplied by the dealers. 21 MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST STANDISH MELLON INTERNATIONAL FIXED INCOME FUND II NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- A summary of the written put options for the year ended December 31, 2003 is as follows: WRITTEN PUT OPTION TRANSACTIONS ---------------------------------- NUMBER OF CONTRACTS PREMIUMS ------------------- -------- Outstanding, beginning of period 1 $ 185 Options expired (1) (185) -- ----- Outstanding, end of period 0 $ -- == ===== At December 31, 2003, the Fund held no written put option contracts. A summary of the written call options for the year ended December 31, 2003 is as follows: WRITTEN CALL OPTION TRANSACTIONS ----------------------------------- NUMBER OF CONTRACTS PREMIUMS ------------------- -------- Outstanding, beginning of period 1 $ 138 Options closed (1) (138) -- ----- Outstanding, end of period 0 $ -- == ===== At December 31, 2003, the Fund held no written call option contracts. A summary of the written currency options for the year ended December 31, 2003 is as follows: WRITTEN CURRENCY OPTION TRANSACTIONS --------------------------------------- NUMBER OF CONTRACTS PREMIUMS ------------------- -------- Outstanding, beginning of period 2 $ 2,921 Options written 13 35,910 Options expired (4) (9,555) Options closed (8) (18,462) -- -------- Outstanding, end of period 3 $ 10,814 == ======== At December 31, 2003, the Fund held the following written currency option contracts: SECURITY ------------- CONTRACTS VALUE ------------------- --------------- CAD Put/AUD Call, Strike Price 0.74, 04/12/2004 1 $ 11,752 USD Put/NZD Call, Strike Price 0.64, 04/12/2004 1 13,832 USD Put/CAD Call, Strike Price 1.25, 05/19/2004 1 3,182 -------- Total (premiums received $10,814) $ 28,766 ======== FORWARD CURRENCY EXCHANGE CONTRACTS The Fund may enter into forward foreign currency and cross currency exchange contracts for the purchase or sale of a specific foreign currency at a fixed price on a future date. Risks may arise upon entering these contracts from the potential inability of counterparties to meet the terms of their contracts and from unanticipated movements in the value of a foreign currency relative to the U.S. dollar and other foreign currencies. The forward foreign currency and cross currency exchange contracts are marked to market using the forward foreign currency rate of the underlying currency and any gains or losses are recorded for financial statement purposes as unrealized until the contract settlement date or 22 MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST STANDISH MELLON INTERNATIONAL FIXED INCOME FUND II NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- upon the closing of the contract. Forward currency exchange contracts are used by the Fund primarily to protect the value of the Fund's foreign securities from adverse currency movements. Unrealized appreciation and depreciation of forward currency exchange contracts is included in the Statement of Assets and Liabilities. At December 31, 2003, the Fund held the following forward foreign currency exchange contracts. FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS LOCAL PRINCIPAL CONTRACT MARKET AGGREGATE UNREALIZED CONTRACTS TO RECEIVE AMOUNT VALUE DATE VALUE FACE AMOUNT GAIN -------------------------------------------------------------------------------------------------------- British Pound Sterling 560,000 03/17/2004 $ 993,999 $ 968,251 $ 25,748 Canadian Dollar 870,000 03/17/2004 668,799 660,893 7,906 Japanese Yen 913,350,000 03/17/2004 8,530,033 8,503,211 26,822 ----------- ------------ --------- TOTAL $10,192,831 $10,132,355 $ 60,476 =========== ============ ========= LOCAL PRINCIPAL CONTRACT MARKET AGGREGATE UNREALIZED CONTRACTS TO DELIVER AMOUNT VALUE DATE VALUE FACE AMOUNT LOSS --------------------------------------------------------------------------------------------------------- Australian Dollar 670,000 03/17/2004 $ 499,019 $ 485,515 $ (13,504) Danish Krone 3,385,000 03/17/2004 570,632 550,935 (19,697) Euro 3,800,000 03/17/2004 4,772,028 4,648,897 (123,131) Singapore Dollar 1,130,000 03/17/2004 666,143 660,819 (5,324) Swedish Krona 7,750,000 03/17/2004 1,073,774 1,042,816 (30,958) ----------- ----------- --------- TOTAL $ 7,581,596 $ 7,388,982 $(192,614) =========== =========== ========= FORWARD FOREIGN CROSS CURRENCY EXCHANGE CONTRACTS MARKET MARKET CONTRACT UNREALIZED CONTRACTS TO DELIVER VALUE IN EXCHANGE FOR VALUE VALUE DATE GAIN/(LOSS) ------------------------------------------------------------------------------------------- Euro $288,949 Swedish Krona $288,716 03/02/2004 $ (233) Australian New Zealand Dollar 669,374 Dollar 678,833 03/04/2004 9,459 -------- -------- ------ TOTAL $958,323 $967,549 $9,226 ======== ======== ====== FUTURES CONTRACTS The Fund may enter into financial futures contracts for the delayed sale or delivery of securities or contracts based on financial indices at a fixed price on a future date. Pursuant to the margin requirements, the Fund deposits either cash or securities in an amount equal to a certain percentage of the contract amount. Subsequent payments are made or received by the Fund each day, depending on the daily fluctuations in the value of the underlying security, and are recorded for financial statement purposes as unrealized gains or losses by the Fund. There are several risks in connection with the use of futures contracts as a hedging device. The change in value of futures contracts primarily corresponds with the value of their underlying instruments or indices, which may not correlate with changes in the value of hedged investments. Buying futures tends to increase the Fund's exposure to the underlying instrument, while selling futures tends to decrease the Fund's exposure to the underlying instrument or hedge other Fund investments. In addition, there is the risk that the Fund may not be able to enter into a closing transaction because of an illiquid secondary market. Losses may arise if there is an illiquid secondary market or if the counterparties do not perform under the contract's terms. The Fund enters into financial futures transactions primarily to manage its exposure to certain markets and to changes in securities prices and foreign currencies. Gains and losses are realized upon the expiration or closing of the futures contracts. Futures contracts are valued at the quoted daily settlement prices established by the exchange on which they trade. 23 MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST STANDISH MELLON INTERNATIONAL FIXED INCOME FUND II NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- At December 31, 2003, the Fund held the following futures contracts: UNDERLYING FACE CONTRACT POSITION EXPIRATION DATE AMOUNT AT VALUE UNREALIZED LOSS ---------------------------------------------------------------------------------------------------- U.S. 5 Year Note (6 Contracts) Short 3/31/2004 $(669,750) $(3,499) ------- INTEREST RATE SWAP CONTRACTS Interest rate swaps involve the exchange by the Fund with another party of their respective commitments to pay or receive interest, e.g., an exchange of floating rate payments for fixed rate payments with respect to a notional amount of principal. Credit and market risk exist with respect to these instruments. If forecasts of interest rates and other market factors are incorrect, investment performance will diminish compared to what performance would have been if these investment techniques were not used. Even if the forecasts are correct, there are risks that the positions may correlate imperfectly with the asset or liability being hedged, a liquid secondary market may not always exist, or a counterparty to a transaction may not perform. The Fund expects to enter into these transactions primarily for hedging purposes including, but not limited to, preserving a return or spread on a particular investment or portion of its portfolio, protecting against currency fluctuations, as a duration management technique or protecting against an increase in the price of securities the Fund anticipates purchasing at a later date. Interest rate swaps are marked to market daily based upon quotations from market makers and the change, if any, is recorded as unrealized gain or loss. Payments made or received are included as part of interest income. Gains and losses are realized upon the expiration or closing of the swap contracts. The Fund entered into no such transactions during the year ended December 31, 2003. (7) SECURITY LENDING: The Fund may lend its securities to financial institutions which the Fund deems to be creditworthy. The loans are collateralized at all times with cash or securities with a market value at least equal to the market value of the securities on loan. The market value of securities loaned is determined daily and any additional required collateral is allocated to the Fund on the next business day. For the duration of a loan, the Fund receives the equivalent of the interest or dividends paid by the issuer on the securities loaned and also receives compensation from the investment of the collateral. As with other extensions of credit, the Fund bears the risk of delay in recovery or even loss of rights in its securities on loan should the borrower of the securities fail financially or default on its obligations to the Fund. In the event of borrower default, the Fund generally has the right to use the collateral to offset losses incurred. The Fund may incur a loss in the event it was delayed or prevented from exercising its rights to dispose of the collateral. The Fund also bears the risk in the event that the interest and/or dividends received on invested collateral is not sufficient to meet the Fund's obligations due on the loans. The Fund loaned securities during the year ended December 31, 2003 resulting in security lending income. At December 31, 2003, the Fund had no securities on loan. DELAYED DELIVERY TRANSACTIONS: The Fund may purchase or sell securities on a when-issued, delayed delivery or forward commitment basis. This Fund segregates securities having a value at least equal to the amount of the purchase commitment. The Fund may enter into to be announced ("TBA") purchase commitments to purchase securities for a fixed unit price at a future date beyond customary settlement time. Although the unit price has been established, the principal value has not been finalized. However, the amount of the commitments will not fluctuate more than 0.01% from the principal amount. The Fund holds, and maintains until settlement date, cash or high-grade debt obligations in an amount sufficient to meet the purchase price, or the Fund may enter into offsetting contracts for the forward sale of other securities it owns. Income on the securities will not be earned until settlement date. TBA purchase commitments may be considered securities in themselves, and involve a risk of loss if the value of the security to be purchased declines prior 24 MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST STANDISH MELLON INTERNATIONAL FIXED INCOME FUND II NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- to the settlement date, which risk is in addition to the risk of the decline in the value of the Fund's other assets. Unsettled TBA purchase commitments are valued at the current market value of the underlying securities, according to the procedures described under "Investment security valuations" above. The Fund may enter into TBA sale commitments to hedge its portfolio positions. Proceeds of TBA sale commitments are not received until the contractual settlement date. During the time a TBA sale commitment is outstanding, an offsetting TBA purchase commitment deliverable is held as "cover" for the transaction. Unsettled TBA sale commitments are valued at the current market value of the underlying securities, generally according to the procedures described under "Investment security valuations" above. The contract is 'marked-to-market' daily and the change in market value is recorded by the Fund as an unrealized gain or loss. If the TBA sale commitment is closed through the acquisition of an offsetting purchase commitment, the Fund realizes a gain or loss from the sale of the securities based upon the unit price established at the date the commitment was entered into. At December 31, 2003, the Fund did not have any delayed delivery transactions. 25 REPORT OF INDEPENDENT AUDITORS To the Trustees of Mellon Institutional Funds Investment Trust and the Shareholders of Standish Mellon International Fixed Income Fund II: In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Mellon Institutional Funds Investment Trust: Standish Mellon International Fixed Income Fund II (formerly, Standish International Fixed Income Fund II) (the "Fund"), at December 31, 2003, and the results of its operations, the changes in its net assets and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which include confirmation of securities at December 31, 2003, by correspondence with the custodian and brokers, provide a reasonable basis for our opinion. PricewaterhouseCoopers LLP Boston, Massachusetts February 20, 2004 26 TRUSTEES AND OFFICERS The following table lists the Trust's trustees and officers; their address and date of birth; their position with the Trust; the length of time holding that position with the Trust; their principal occupation(s) during the past five years; the number of portfolios in the fund complex they oversee; and other directorships they hold in companies subject to registration or reporting requirements of the Securities Exchange Act of 1934 (generally called "public companies") or in registered investment companies as of December 31, 2003. The Trust's Statement of Additional Information includes additional information about the Trust's trustees and is available, without charge, upon request by writing Mellon Institutional Funds at P.O. Box 8585, Boston, MA 02266-8585 or calling toll free 1-800-221-4795. The same persons serve as trustees and officers of the Portfolio Trust in the same capacities. INDEPENDENT TRUSTEES NUMBER OF PRINCIPAL PORTFOLIOS IN OTHER NAME, TERM OF OFFICE OCCUPATION(S) FUND COMPLEX DIRECTORSHIPS ADDRESS, AND POSITION(S) AND LENGTH OF DURING PAST OVERSEEN BY HELD BY DATE OF BIRTH HELD WITH TRUST TIME SERVED 5 YEARS TRUSTEE TRUSTEE - ------------------------------------------------------------------------------------------------------------------------------ Samuel C. Fleming Trustee Trustee since Chairman of the 28 None c/o Decision 11/3/1986 Board and Chief Resources, Inc. Executive Officer, 260 Charles Street Decision Resources, Waltham, MA 02453 Inc. 9/30/40 Caleb Loring III Trustee Trustee since Trustee, Essex 28 None c/o Essex Street 11/3/1986 Street Associates Associates (family investment 400 Essex Street trust office) Beverly, MA 01915 11/14/43 Benjamin M. Friedman Trustee Trustee since William Joseph 28 None c/o Harvard University 9/13/1989 Maier, Professor of Cambridge, MA 02138 Political Economy, 8/5/44 Harvard University John H. Hewitt Trustee Trustee since Trustee, Mertens 28 None P.O. Box 233 11/3/1986 House, Inc. Trustee New London, NH 03257 and Chairman of the 4/11/35 Board, Visiting Nurse Alliance of Vermont & New Hampshire. INTERESTED TRUSTEES NUMBER OF PRINCIPAL PORTFOLIOS IN OTHER NAME, TERM OF OFFICE OCCUPATION(S) FUND COMPLEX DIRECTORSHIPS ADDRESS, AND POSITION(S) AND LENGTH OF DURING PAST OVERSEEN BY HELD BY DATE OF BIRTH HELD WITH TRUST TIME SERVED 5 YEARS OFFICER OFFICER - ------------------------------------------------------------------------------------------------------------------------------ Patrick J. Sheppard Trustee, President Since 2003 Senior Vice 28 None c/o Standish Mellon Asset and Chief President and Chief Management Company LLC, Executive Officer Operating Officer, One Boston Place Mellon Institutional Boston, MA 02108 Asset Management; 7/24/65 formerly Vice President and Chief Financial Officer, Mellon Institutional Asset Management 27 PRINCIPAL OFFICERS WHO ARE NOT TRUSTEES NUMBER OF PRINCIPAL PORTFOLIOS IN OTHER NAME, TERM OF OFFICE OCCUPATION(S) FUND COMPLEX DIRECTORSHIPS ADDRESS, AND POSITION(S) AND LENGTH OF DURING PAST OVERSEEN BY HELD BY DATE OF BIRTH HELD WITH TRUST TIME SERVED 5 YEARS OFFICER OFFICER - ------------------------------------------------------------------------------------------------------------------------------ Barbara A. McCann Secretary Secretary since 2003 Senior Vice 28 None c/o Standish Mellon Asset President and Head Management, of Operations, One Boston Place Mellon Institutional Boston, MA 02108 Asset Management, 2/20/61 formerly First Vice President, Mellon Institutional Asset Management and Mellon Global Investments Steven M. Anderson Vice President and Vice President since Vice President and 28 None c/o Standish Mellon Asset Treasurer 1999; Treasurer Mutual Funds Management, since 2002 Controller, Standish One Boston Place Mellon Asset Boston, MA 02108 Management; formerly 7/14/65 Assistant Vice President and Mutual Funds Controller, Standish Mellon Asset Management Denise B. Kneeland Assistant Vice Since 1996 Vice President and 28 None c/o Standish Mellon Asset President Manager, Mutual Management, Funds Operations, One Boston Place Standish Mellon Boston, MA 02108 Asset Management 8/19/51 Lisa Kane Assistant Vice Since 1999 Vice President and 28 None c/o Standish Mellon Asset President Client Service Management, Professional, One Boston Place Standish Mellon Boston, MA 02108 Asset Management 6/25/70 Cara E. Hultgren, Assistant Vice Since 2001 Assistant Manager, 28 None c/o Standish Mellon Asset President Mutual Fund Management, Operations since One Boston Place 1999; Shareholder Boston, MA 02108 Representative, 1/19/71 Standish Mellon Asset Management Scott Simonds, Assistant Vice Since 2002 Compliance Analyst, 28 None c/o Standish Mellon Asset President Boston Partners; Management, Fund Accountant, One Boston Place Mellon Financial Boston, MA 02108 Corp. 8/17/60 A description of the policies and procedures that the fund uses to determine how to vote proxies relating to portfolio securities is available (i) without charge, upon request, by calling toll free 1-800-221-4795, (ii) on the fund's website at http://www.melloninstitutionalfunds.com, and (iii) on the Securities and Exchange Commission's website at http://www.sec.gov. 28 [Logo] Mellon -------------------------- Mellon Institutional Funds One Boston Place Boston, MA 02108-4408 800.221.4795 www.melloninstitutionalfunds.com Standish Mellon Short-Term Fixed Income Fund Financial Statements for the Year Ended December 31, 2003 [Logo] Mellon -------------------------- Mellon Institutional Funds [Logo] Mellon -------------------------- Mellon Institutional Funds February 28, 2004 Dear Mellon Institutional Fund Shareholder: Enclosed you will find your Fund's annual report for the fiscal year ended December 31, 2003. In 2003 we experienced a return to risk-taking in the financial markets. It's worth recalling that for most of 2002, market sentiment was notably bearish, characterized by a flight to quality. Indeed, the first half of 2002 produced the worst six-month performance for the S&P 500 Index in more than 30 years, with a loss of almost 14%. In contrast, during 2003, the greatest gains were made by the stock market and the lowest-rated corporate debt. The S&P 500 gained 22%, while the Merrill Lynch C-Rated High Yield Index advanced 42%. In keeping with the risk-taking trend, small cap stocks, as measured by the Russell 2000 Index, advanced 45%. International stocks also have enjoyed a healthy rebound, advancing 17%, as measured by the MSCI EAFE Index. In comparison, intermediate U.S. Treasuries had a total return of just 2%, after providing a total return of 12% in 2002, as measured by the Lehman Treasury Index. The financial markets were reacting to the increasing strength of the economy. After several sluggish quarters, economic activity in the U.S. accelerated in the summer months and remains strong. The sources of strength include a) continuing monetary ease that has induced substantial mortgage refinancing and housing activity, b) Federal fiscal stimulus from large new tax cuts and sharp increases in defense spending, and c) a gradual improvement in business capital spending after many quarters of stagnation. Sluggish spots to date include inventory investment, state and local spending, net exports and employment, although some of these sectors show signs of much-awaited improvement. The renewal of economic strength has created a schizophrenic year for the bond markets. Until late June, the market's tone had been set by an expectation of continued sluggish growth. In June, the Fed made explicit its intent to keep short-term interest rates low for a "considerable period." But the Fed announcement was perceived as a disappointment by the market, which promptly caused a sharp summer selloff in bonds. In September, bonds recouped some of their losses, as market participants felt the selloff had been overdone. At its most recent meeting, the Fed edged closer to a less accommodative stance in dropping the "considerable period" language. Instead, the Fed said it "can be patient" in not raising rates until signs of inflation become evident. The yield curve remains very steep, influenced by the Fed at the short end, but with the intermediate maturities under pressure from the large volume of Treasury financing in that sector. With the recent bump in yields and inflation still relatively quiescent, real interest rates have increased to the lower end of what have been the historic norms. Mellon Funds Distributor, L.P. P.O. Box 51407 o Boston, MA 02205-1407 (800) 221-4795 Toll Free o (617) 350-0042 Fax A Mellon Financial Company. (SM) 1 Looking ahead, it is clear that there are some serious distortions and imbalances in world economies including structural problems in Japan and core Europe, the U.S. current account deficit, and the leverage in the consumer balance sheet. It is impossible to predict when these restraints might undermine economic activity, but the latter part of 2004 or the year 2005 could be a period of vulnerability when there will be a loss of incremental fiscal stimulus as well as the lagged effect of higher interest rates. Nevertheless, the near term economic outlook has brightened, business activity has some significant momentum which should carry over into 2004. The result should be favorable growth, especially in business investment. We expect inflation to remain modest and corporate profit growth to be reasonably strong. We wish to thank you for your business and confidence in Mellon Institutional Funds. Please feel free to contact us with questions or comments. Sincerely, /s/ Patrick J. Sheppard Patrick J. Sheppard Mellon Funds Distributor, L.P. P.O. Box 51407 o Boston, MA 02205-1407 (800) 221-4795 Toll Free o (617) 350-0042 Fax A Mellon Financial Company. (SM) 2 STANDISH MELLON SHORT-TERM FIXED INCOME FUND Management Discussion and Analysis December 2003 The year 2003 can be broken into two distinctly different environments for the financial markets. The first half of the year was characterized by the war in Iraq and a generally weak economy. The second half saw a renewed optimism in the economy and was highlighted by a moderate rise in interest rates and a strong equity market. The fixed income market had mixed results during the year, strong during the first half, weaker during the second. In this mixed environment Standish Mellon's disciplined approach to investing provided excellent relative returns. The Standish Mellon Short-Term Fixed Income Fund returned 2.62% for the year, surpassing the Merrill Lynch 1-3 year Treasury index which returned 1.90%. On an absolute basis, both the return of the Fund and its benchmark are low due to the historically low levels of short-term interest rates. The year started on a cautious note. Early in the first quarter, the war in Iraq seemed more likely every day and it appeared that the entire economy was waiting on some resolution to this uncertainty. Consumer spending continued to be strong, but there were few other bright spots. As the war commenced and was successfully resolved, some of the uncertainty was eliminated and the stock market improved. However, through April and May, the lack of any bounce in the economy led people to speculate that a declining economic, deflationary environment was possible and that drastic measures might need be taken to spark the economy. During this time, interest rates declined to historically low levels. It was speculated that the Federal Reserve might drop its overnight funds target to well below 1% and even buy long-term Treasury securities to reduce long-term interest rates. In June, the rates on two-year Treasury notes reached a historical low of 1.08%, down nearly 50 basis points from the beginning of the year. Longer-term interest rates declined even more dramatically. The Fed did eventually lower its overnight target rate to 1.00% in late June. Although this action moved short-term rates to their lowest level yet, the move was not as dramatic as originally expected. At the same time, economic news began to indicate stronger growth, particularly in the capital goods sector. This news led to a rapid increase in long-term interest rates during the summer. While very-short term rates were held stable by the 1.00% overnight Fed Funds target, longer-term rates began to anticipate an eventual tightening by the Fed. The yield of the two-year note rose to over 2.10% by early September. Since that time, the economy has continued to strengthen and the stock market has risen in step. The bond market has also improved somewhat as the inflationary pressures have not yet reappeared and the Fed has expressed reluctance to raising rates. Ironically, the two-year Treasury note ended the year at roughly 1.60%, the same level as it began the year. In this back and forth interest rate environment, the spread sectors in the fixed-income market continued to outperform. The deleveraging of corporations from the prior few years and the gradually improving economy led credit spreads to narrow to levels not 3 seen since 1997. This spread narrowing was particularly noteworthy in lesser quality names such as those rated BBB and below. The performance of the Fund was helped during the year by its use of high quality spread paper. High quality spread paper, such as corporate notes and asset-backed securities, will continue to represent a major portion of the Fund in the coming year. Historically the Fund has been managed relatively close to its benchmark's duration and we anticipate this will continue in the future. We would also like to note that as of March 31, 2003, portfolio management of the Standish Mellon Short-Term Fixed Income Fund changed from David Hertan to Laurie Carroll and Johnson Moore. As you may recall, as of July 1, Standish Mellon in Boston combined with two affiliates within Mellon: Mellon Bond Associates and Certus Asset Advisors. The Fund had been managed by Mr. Hertan from the Boston office. In conjunction with the combination, all short-term asset management was relocated in the Pittsburgh office, under Ms. Carroll and Mr. Moore. We remain committed to our disciplined approach with high quality fundamental research to generate the strong relative returns we have achieved in the past. We appreciate the continued support of our shareholders. Sincerely, /s/ Laurie A. Carroll /s/ Johnson S. Moore Laurie A. Carroll Johnson S. Moore 4 - -------------------------------------------------------------------------------- Mellon Institutional Funds Investment Trust Standish Mellon Short-Term Fixed Income Fund Comparison of Change in Value of $100,000 Investment in Standish Mellon Short-Term Fixed Income Fund and the Merrill Lynch 1-3 Year Index [The following data was represented as a line chart in the printed material]. Standish Mellon Short-Term Merrill Lynch Fixed Income 1-3 Year Fund Treasury Index 100,000 100,000 100,350 100,414 100,950 101,011 101,550 101,502 102,411 102,359 103,373 103,264 104,200 104,057 1996 105,076 104,941 104,612 104,498 104,458 104,405 104,562 104,492 104,771 104,706 105,558 105,458 106,036 105,874 106,354 106,237 107,362 107,200 108,763 108,408 109,679 109,238 109,542 109,238 1997 110,035 109,750 110,364 110,003 110,251 109,960 111,141 110,858 111,976 111,614 112,699 112,383 113,998 113,618 114,111 113,723 115,071 114,586 115,874 115,437 116,103 115,718 116,835 116,508 1998 117,830 117,640 117,947 117,741 118,476 118,220 119,071 118,773 119,784 119,406 120,439 120,027 121,040 120,589 122,122 122,105 123,205 123,723 122,597 124,330 122,779 124,222 123,360 124,660 1999 124,043 125,154 123,670 124,543 124,915 125,409 125,482 125,813 125,419 125,732 125,738 126,124 125,866 126,524 126,122 126,890 126,890 127,715 127,214 128,054 127,604 128,296 127,893 128,480 2000 128,091 128,432 129,016 129,288 129,677 130,089 129,274 130,428 129,744 130,964 131,224 132,323 132,246 133,159 133,132 134,143 134,632 135,107 134,908 135,832 136,361 137,117 138,033 138,753 2001 140,220 140,491 141,066 141,405 142,271 142,584 142,271 142,965 143,273 143,771 143,770 144,260 145,369 145,878 146,314 146,719 148,058 149,134 149,015 150,543 148,721 150,218 148,605 150,270 2002 149,428 150,575 149,952 151,303 148,981 150,281 150,497 151,960 151,558 152,571 152,620 153,851 154,078 155,731 154,998 156,265 156,231 157,556 156,464 157,914 156,309 157,440 157,977 158,920 2003 158,214 158,899 159,239 159,562 159,709 159,852 160,111 160,151 160,831 160,752 161,314 160,998 160,088 160,121 159,928 160,229 161,719 161,684 161,137 161,084 161,056 160,998 162,087 161,932 ----------------------------- Average Annual Total Return (for period ended 12/31/2003) ----------------------------- Since Inception 1 Year 3 Year 5 Year 07/01/1995 ------ ------ ------ ---------- 2.62% 5.50% 5.61% 5.85% ----------------------------- Must be preceded or accompanied by a prospectus which contains more complete information and should be read carefully before investing. Copyright 2003, Mellon Funds Distributor, L.P. Member, NASD. The investment return and principal value of an investment will fluctuate, and an investor's shares, when redeemed, may be worth more or less than their original cost. Past performance is not predictive of future performance. - -------------------------------------------------------------------------------- 5 MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST STANDISH MELLON SHORT-TERM FIXED INCOME FUND STATEMENT OF ASSETS AND LIABILITIES DECEMBER 31, 2003 - -------------------------------------------------------------------------------- ASSETS Investments, at value (Note 1A) (identified cost, $4,234,418) $4,301,571 Cash 97 Receivable for Fund shares sold 200 Interest receivable 33,174 Prepaid expenses 4,751 ---------- Total assets 4,339,793 LIABILITIES Payable for Fund shares redeemed $165,647 Distributions payable 128,004 Accrued accounting, custody and transfer agent fees 8,429 Accrued trustees' fees and expenses (Note 2) 728 Accrued expenses and other liabilities 29,236 -------- Total liabilities 332,044 ---------- NET ASSETS $4,007,749 ========== NET ASSETS CONSIST OF: Paid-in capital $3,942,834 Accumulated net realized gain 112 Distributions in excess of net investment income (2,350) Net unrealized appreciation 67,153 ---------- TOTAL NET ASSETS $4,007,749 ========== SHARES OF BENEFICIAL INTEREST OUTSTANDING 246,705 ========== NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE (Net Assets/Shares outstanding) $ 16.25 ========== The accompanying notes are an integral part of the financial statements. 6 MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST STANDISH MELLON SHORT-TERM FIXED INCOME FUND STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2003 - -------------------------------------------------------------------------------- INVESTMENT INCOME (NOTE 1C) Interest income (including securities lending income of $2,335 (Note 7)) $437,707 EXPENSES Investment advisory fee (Note 2) $ 39,204 Accounting, custody, and transfer agent fees 69,580 Legal and audit services 31,216 Registration fees 18,390 Insurance expense 7,538 Trustees' fees and expenses (Note 2) 3,723 Miscellaneous 7,088 --------- Total expenses 176,739 Deduct: Waiver of investment advisory fee (Note 2) (39,204) Reimbursement of Fund operating expenses (Note 2) (98,328) --------- Total expense deductions (137,532) --------- Net expenses 39,207 -------- Net investment income 398,500 -------- REALIZED AND UNREALIZED GAIN (LOSS) Net realized gain Investment security transactions 650,911 --------- Net realized gain 650,911 Change in unrealized appreciation (depreciation) Investment securities (544,868) --------- Change in net unrealized appreciation (depreciation) (544,868) -------- Net realized and unrealized gain 106,043 -------- NET INCREASE IN NET ASSETS FROM OPERATIONS $504,543 ======== The accompanying notes are an integral part of the financial statements. 7 MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST STANDISH MELLON SHORT-TERM FIXED INCOME FUND STATEMENTS OF CHANGES IN NET ASSETS - -------------------------------------------------------------------------------- YEAR ENDED YEAR ENDED DECEMBER 31, 2003 DECEMBER 31, 2002 ----------------- ----------------- INCREASE (DECREASE) IN NET ASSETS FROM INVESTMENT OPERATIONS Net investment income $ 398,500 $ 1,450,458 Net realized gain 650,911 608,075 Change in net unrealized appreciation (depreciation) (544,868) (41,952) ------------ ------------ Net increase in net assets from investment operations 504,543 2,016,581 ------------ ------------ DISTRIBUTIONS TO SHAREHOLDERS (NOTE 1D) From net investment income (408,533) (1,483,785) From net realized gains on investments (915,753) (107,413) ------------ ------------ Total distributions to shareholders (1,324,286) (1,591,198) ------------ ------------ FUND SHARE (PRINCIPAL) TRANSACTIONS (NOTE 4) Net proceeds from sale of shares 4,896,201 4,222,335 Value of shares issued to shareholders in payment of distributions declared 1,049,509 693,884 Cost of shares redeemed (23,384,843) (24,243,994) ------------ ------------ Net decrease in net assets from Fund share transactions (17,439,133) (19,327,775) ------------ ------------ TOTAL DECREASE IN NET ASSETS (18,258,876) (18,902,392) NET ASSETS At beginning of year 22,266,625 41,169,017 ------------ ------------ At end of year (including distributions in excess of net investment income of $2,350 and $6,348) $ 4,007,749 $ 22,266,625 ============ ============ The accompanying notes are an integral part of the financial statements. 8 MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST STANDISH MELLON SHORT-TERM FIXED INCOME FUND FINANCIAL HIGHLIGHTS - -------------------------------------------------------------------------------- YEAR ENDED DECEMBER 31, ------------------------------------------- 2003 2002 2001(A) 2000 1999 ------ ------- ------- ------- ------- NET ASSET VALUE, BEGINNING OF YEAR $20.03 $ 19.86 $ 19.57 $ 19.36 $ 19.87 ------ ------- ------- ------- ------- FROM INVESTMENT OPERATIONS: Net investment income*(1) 0.61 0.85 1.13 1.28 1.24 Net realized and unrealized gain (loss) on investments (0.10)(2) 0.38 0.34 0.21 (0.53) ------ ------- ------- ------- ------- Total from investment operations 0.51 1.23 1.47 1.49 0.71 ------ ------- ------- ------- ------- LESS DISTRIBUTIONS TO SHAREHOLDERS: From net investment income (1.16) (0.96) (1.18) (1.28) (1.22) From net realized gain on investments (3.13) (0.10) -- -- -- ------ ------- ------- ------- ------- Total distributions to shareholders (4.06) (1.06) (1.18) (1.28) (1.22) ------ ------- ------- ------- ------- NET ASSET VALUE, END OF YEAR $16.25 $ 20.03 $ 19.86 $ 19.57 $ 19.36 ====== ======= ======= ======= ======= TOTAL RETURN+ 2.62% 6.31% 7.66% 7.93% 3.67% RATIOS/SUPPLEMENTAL DATA: Expenses (to average daily net assets)* 0.30% 0.30% 0.30% 0.30% 0.30% Net Investment Income (to average daily net assets)* 3.06% 4.24% 5.64% 6.66% 6.27% Portfolio Turnover 186% 251% 149% 170% 147% Net Assets, End of Year (000's omitted) $4,008 $22,267 $41,169 $45,232 $38,109 - ----------------- * For the periods indicated, the investment adviser voluntarily agreed not to impose all or a portion of its investment advisory fee and/ or reimbursed the Fund for a portion of its operating expenses. If this voluntary action had not been taken, the investment income per share and the ratios would have been: Net investment income per share(1) $ 0.40 $ 0.75 $ 1.07 $ 1.21 $ 1.12 Ratios (to average daily net assets): Expenses 1.36% 0.78% 0.60% 0.69% 0.89% Net investment income 2.00% 3.76% 5.34% 6.27% 5.68% + Total return would have been lower in the absense of expense waivers. (a) The Fund has adopted the provisions of the revised AICPA Audit and Accounting Guide for Investment Companies effective January 1, 2001 and began amortizing premium and discount on all debt securities on an effective yield basis. The effect of this change for the year ended December 31, 2001 was to increase net investment income per share by less than $0.001, decrease net realized and unrealized gains and losses per share by less than $0.001 and increase the ratio of net investment income to average net assets by less than 0.01%. Per share data and ratios/supplemental data for the periods prior to January 1, 2001 have not been restated to reflect this change in presentation. (1) Calculated based on average shares outstanding. (2) The amount shown for a share outstanding does not correspond with the aggregate net realized and unrealized gain/loss for the period due to the timing of purchases and redemptions of Fund shares in relation to the fluctuating market values of the Fund. The accompanying notes are an integral part of the financial statements. 9 MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST STANDISH MELLON SHORT-TERM FIXED INCOME FUND SCHEDULE OF INVESTMENTS - DECEMBER 31, 2003 - -------------------------------------------------------------------------------- PAR VALUE SECURITY RATE MATURITY VALUE (NOTE 1A) - ------------------------------------------------------------------------------------------------------------ BONDS AND NOTES -- 103.7% ASSET BACKED -- 16.8% Bank One Issuance Trust 2002-A4 A4 2.940% 06/16/2008 $100,000 $ 101,482 Capital Auto Receivables Asset Trust 2003-1 A3A 2.750% 04/16/2007 100,000 101,147 Capital One Master Trust 2001-7 A 3.850% 08/15/2007 100,000 101,928 Chase Manhattan Auto Owner Trust 2003-B A3 1.820% 07/16/2007 75,000 74,826 Citibank Credit Card Issuance Trust 2003-A2 A2 2.700% 01/15/2008 100,000 100,769 Daimler Chrysler Auto Trust 2001-A A4 5.400% 03/06/2006 98,146 99,772 Nissan Auto Receivables Owner Trust 2002-C A3 2.600% 08/15/2006 94,324 95,107 ---------- Total Asset Backed (Cost $671,077) 675,031 ---------- CORPORATE -- 37.1% BANKING -- 17.3% Bank of America Corp. 7.875% 05/16/2005 150,000 162,422 Fifth Third Bank 6.750% 07/15/2005 150,000 161,133 FleetBoston Financial Corp. 7.250% 09/15/2005 100,000 108,741 National City Corp. 7.200% 05/15/2005 150,000 160,817 SunTrust Bank 2.125% 01/30/2006 50,000 49,998 Washington Mutual, Inc. 2.400% 11/03/2005 50,000 50,127 ---------- 693,238 ---------- CONSUMER NONCYCLICAL -- 1.2% Coca-Cola Enterprises 2.500% 09/15/2006 50,000 49,864 ---------- FINANCIAL -- 15.9% Allstate Corp. Senior Notes 7.875% 05/01/2005 100,000 107,882 American International Group, Inc. 2.850% 12/01/2005 150,000 152,264 Associates Corp. Senior Notes 6.000% 07/15/2005 100,000 106,502 General Electric Capital Corp. 7.500% 05/15/2005 150,000 161,659 Goldman Sachs Group, Inc. 7.625% 08/17/2005 100,000 109,296 ---------- 637,603 ---------- PUBLIC UTILITY -- 2.7% Alabama Power Co. Senior Notes 5.490% 11/01/2005 100,000 106,005 ---------- Total Corporate (Cost $1,440,342) 1,486,710 ---------- U.S. GOVERNMENT AGENCY -- 15.7% PASS THRU SECURITIES -- 15.7% FHLMC Gold 5.000% 08/01/2007 89,029 91,757 FHLMC Gold 6.000% 07/01/2011 216,938 227,931 FNMA 2.250% 05/15/2006 300,000 299,998 Private Export Funding Corp. 6.860% 04/30/2004 10,000 10,173 ---------- Total U.S. Government Agency (Cost $616,414) 629,859 ---------- U.S. TREASURY OBLIGATIONS -- 34.1% TREASURY NOTES -- 34.1% U.S. Treasury Note 1.500% 07/31/2005 130,000 129,898 The accompanying notes are an integral part of the financial statements. 10 MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST STANDISH MELLON SHORT-TERM FIXED INCOME FUND SCHEDULE OF INVESTMENTS - DECEMBER 31, 2003 - -------------------------------------------------------------------------------- PAR VALUE SECURITY RATE MATURITY VALUE (NOTE 1A) - ------------------------------------------------------------------------------------------------------------ TREASURY NOTES (CONTINUED) U.S. Treasury Note 1.625% 10/31/2005 $125,000 $ 124,805 U.S. Treasury Note 1.875% 11/30/2005 180,000 180,337 U.S. Treasury Note 1.875% 12/31/2005 70,000 70,046 U.S. Treasury Note 2.000% 05/15/2006 370,000 370,072 U.S. Treasury Note 2.625% 11/15/2006 220,000 221,942 U.S. Treasury Note 5.625% 02/15/2006 250,000 269,424 ---------- Total U.S. Treasury Obligations (Cost $1,363,137) 1,366,524 ---------- TOTAL BONDS AND NOTES (COST $4,090,970) 4,158,124 ---------- SHORT-TERM INVESTMENTS -- 3.6% COMMERCIAL PAPER -- 3.6% UBS Finance Ltd.=/= 1.233% 01/05/2004 143,000 142,984 ---------- REPURCHASE AGREEMENTS -- 0.0% Tri-party repurchase agreement dated 12/31/03 with Salomon Smith Barney, Inc. and Investors Bank and Trust Company, due 01/02/04, with a maturity value of $463 and an effective yield of 0.20%, collateralized by a U.S. Government Obligation with a rate of 5.18%, a maturity date of 02/15/26 and an aggregate market value of $472. 463 ---------- TOTAL SHORT-TERM INVESTMENTS (COST $143,448) 143,447 ---------- TOTAL INVESTMENTS -- 107.3% (COST $4,234,418) $ 4,301,571 OTHER ASSETS, LESS LIABILITIES -- (7.3%) (293,822) ------------- NET ASSETS -- 100.0% $ 4,007,749 ============= NOTES TO SCHEDULE OF INVESTMENTS: FHLMC - Federal Home Loan Mortgage Corporation FNMA - Federal National Mortgage Association =/= Rate noted is yield to maturity. The accompanying notes are an integral part of the financial statements. 11 MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST STANDISH MELLON SHORT-TERM FIXED INCOME FUND NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- (1) SIGNIFICANT ACCOUNTING POLICIES: Mellon Institutional Funds Investment Trust (the "Trust") is organized as a Massachusetts business trust and is registered under the Investment Company Act of 1940, as amended, as an open-end, management investment company. Standish Mellon Short-Term Fixed Income Fund (the "Fund") is a separate diversified investment series of the Trust. The objective of the Fund is to maximize total return, consistent with preserving principal and liquidity, while seeking a relatively high level of current income. The Fund seeks to achieve its objective by investing, under normal circumstances, at least 80% of net assets in fixed income securities of U.S. companies and the U.S. government. On June 21, 2003, by vote of the Trustees, the name of the Standish Short-Term Fixed Income Fund was changed to Standish Mellon Short-Term Fixed Income Fund. In addition, the Declaration of Trust was amended to change the name of the Trust from Standish, Ayer & Wood Investment Trust to Mellon Institutional Funds Investment Trust. The name changes became effective July 1, 2003. The following is a summary of significant accounting policies followed by the Fund in the preparation of its financial statements. The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates. A. INVESTMENT SECURITY VALUATIONS Securities for which quotations are readily available are valued at the last sale price, or if no sale price, at the closing bid price in the principal market in which such securities are primarily traded. Market quotations are not considered to be readily available for certain debt obligations; such investments are stated at fair value on the basis of valuations furnished by a pricing service or dealers, approved by the Trustees, which determine valuations for normal institutional-size trading units of such securities using methods based on market transactions for comparable securities and variable relationships between securities that are generally recognized by institutional traders. Securities (including illiquid securities) for which quotations are not readily available are valued at their fair value as determined in good faith under consistently applied procedures under the general supervision of the Trustees. Short-term instruments with less than sixty-one days remaining to maturity when acquired by the Fund are valued at amortized cost, which approximates market value. If the Fund acquires a short-term instrument with more than sixty days remaining to its maturity, it is valued at current market value until the sixtieth day prior to maturity and will then be valued at amortized value based upon the value on such date unless the Trustees determine during such sixty-day period that amortized value does not represent fair value. B. REPURCHASE AGREEMENTS It is the policy of the Fund to require the custodian bank to take possession of, to have legally segregated in the Federal Reserve Book Entry System, or to have segregated within the custodian bank's vault, all securities held as collateral in support of repurchase agreement investments. Collateral for certain tri-party repurchase agreements is held at the custodian in a segregated account for the benefit of the Fund and the counterparty. Additionally, procedures have been established by the Fund to monitor on a daily basis, the market value and accrued interest of the repurchase agreement's underlying investments to ensure the existence of a proper level of collateral. C. SECURITIES TRANSACTIONS AND INCOME Securities transactions are recorded as of the trade date. Interest income is determined on the basis of interest accrued, adjusted for accretion of discount or amortization of premium using the yield-to-maturity method on debt securities. Realized gains and losses from securities sold are recorded on the identified cost basis. 12 MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST STANDISH MELLON SHORT-TERM FIXED INCOME FUND NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- D. DISTRIBUTIONS TO SHAREHOLDERS Distributions to shareholders are recorded on the ex-dividend date. Dividends from net investment income and distributions from capital gains, if any, are reinvested in additional shares of the Fund unless a shareholder elects to receive them in cash. Income and capital gain distributions are determined in accordance with income tax regulations which may differ from accounting principles generally accepted in the United States of America. These differences, which may result in distribution reclassifications, are primarily due to differing treatments of amortization and/or accretion of premiums and discounts on certain securities and paydown gains and losses. Permanent book and tax basis differences relating to shareholder distributions will result in reclassifications among undistributed net investment income, accumulated net realized gain (loss) and paid in capital. Undistributed net investment income and accumulated net realized gain (loss) on investments may include temporary book and tax basis differences which will reverse in a subsequent period. Any taxable income or gain remaining at fiscal year end is distributed in the following year. E. EXPENSES The majority of expenses of the Trust are directly identifiable to an individual fund. Expenses which are not readily identifiable to a specific fund are allocated taking into consideration, among other things, the nature and type of expenses and the relative size of the funds. F. COMMITMENTS AND CONTINGENCIES In the normal course of business, the Fund may enter into contracts and agreements that contain a variety of representations and warranties, which provide general indemnifications. The maximum exposure to the Fund under these arrangements is unknown, as this would involve future claims that may be made against the Fund that have not yet occurred. However, based on experience, the Fund expects the risks of loss to be remote. (2) INVESTMENT ADVISORY FEE: The investment advisory fee paid to Standish Mellon Asset Management Company LLC ("Standish Mellon"), a wholly-owned subsidiary of Mellon Financial Corporation, for overall investment advisory, administrative services, and general office facilities, is paid monthly at the annual rate of 0.30% of the Fund's average daily net assets. Standish Mellon voluntarily agreed to limit total Fund operating expenses (excluding brokerage commissions, taxes and extraordinary expenses) to 0.30% of the Fund's average daily net assets for the year ended December 31, 2003. Pursuant to this agreement, for the year ended December 31, 2003, Standish Mellon voluntarily did not impose $39,204 of its investment advisory fee and reimbursed the Fund for $98,328 of its operating expenses. This agreement is voluntary and temporary and may be discontinued or revised by Standish Mellon at any time. No director, officer or employee of Standish Mellon or its affiliates receives any compensation from the Trust or the Fund for serving as an officer or Trustee of the Trust. The Trust pays each Trustee who is not a director, officer or employee of Standish Mellon or its affiliates an annual fee and a per meeting fee as well as reimbursement for travel and out of pocket expenses. In addition, the Trust pays the legal fees for the independent counsel of the Trustees. 13 MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST STANDISH MELLON SHORT-TERM FIXED INCOME FUND NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- (3) PURCHASES AND SALES OF INVESTMENTS: Purchases and proceeds from sales of investments, other than short-term obligations, for the year ended December 31, 2003 were as follows: PURCHASES SALES ----------- ----------- U.S. Government Securities $19,614,044 $24,205,637 =========== =========== Investments (non-U.S.Government Securities) $ 3,667,964 $17,089,575 =========== =========== (4) SHARES OF BENEFICIAL INTEREST: The Declaration of Trust permits the Trustees to issue an unlimited number of full and fractional shares of beneficial interest having a par value of one cent per share. Transactions in Fund shares were as follows: YEAR ENDED YEAR ENDED DECEMBER 31, 2003 DECEMBER 31, 2002 -------------------- -------------------- Shares sold 246,481 210,440 Shares issued to shareholders in payment of distributions declared 59,783 34,932 Shares redeemed (1,171,136) (1,206,262) ---------- ---------- Net decrease (864,872) (960,890) ========== ========== At December 31, 2003, two shareholders held of record approximately 65% and 13% of the total outstanding shares of the Fund. A significant portion of the Fund's shares are beneficially owned by fiduciary accounts over which Standish Mellon and its affiliates have either sole or joint investment discretion. Investment activity of these shareholders could have a material impact on the Fund. (5) FEDERAL TAXES: As a regulated investment company qualified under Subchapter M of the Internal Revenue Code, the Fund is not subject to income taxes to the extent that it distributes all of its taxable income for its fiscal year. The tax basis components of distributable earnings and the federal tax cost as of December 31, 2003 were as follows: Unrealized appreciation $ 72,237 Unrealized depreciation (6,560) --------- Net unrealized appreciation/depreciation 65,677 Undistributed ordinary income 53,030 Accumulated net realized gain 74,212 Cost for federal income tax purposes $4,235,894 The tax character of distributions paid during the fiscal year ended December 31, 2003, was as follows: AMOUNT ---------- Distributions paid from: Ordinary income $ 626,211 Capital gains 698,075 14 MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST STANDISH MELLON SHORT-TERM FIXED INCOME FUND NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- (6) FINANCIAL INSTRUMENTS: In general, the following instruments are used for hedging purposes as described below. However, these instruments may also be used to seek to enhance potential gain in circumstances where hedging is not involved. The nature, risks and objectives of these instruments are set forth more fully in the Fund's Prospectus and Statement of Additional Information. The Fund may trade the following instruments with off-balance sheet risk: OPTIONS Call and put options give the holder the right to purchase or sell a security or currency or enter into a swap arrangement on a future date at a specified price. The Fund may use options to seek to hedge against risks of market exposure and changes in securities prices and foreign currencies, as well as to seek to enhance returns. Writing puts and buying calls tend to increase the Fund's exposure to the underlying instrument. Buying puts and writing calls tend to decrease the Fund's exposure to the underlying instrument, or hedge other Fund investments. Options, both held and written by the Fund, are reflected in the accompanying Statement of Assets and Liabilities at market value. The underlying face amount at value of any open purchased options is shown in the Schedule of Investments. This amount reflects each contract's exposure to the underlying instrument at period end. Losses may arise from changes in the value of the underlying instruments, if there is an illiquid secondary market for the contract or if the counterparty does not perform under the contract's terms. Premiums received from writing options which expire are treated as realized gains. Premiums received from writing options which are exercised or are closed are added to or offset against the proceeds or amount paid on the transaction to determine the realized gain or loss. Realized gains and losses on purchased options are included in realized gains and losses on investment securities, except purchased options on foreign currency which are included in realized gains and losses on foreign currency transactions. If a put option written by the Fund is exercised, the premium reduces the cost basis of the securities purchased by the Fund. The Fund, as writer of an option, has no control over whether the underlying securities may be sold (call) or purchased (put) and as a result bears the market risk of an unfavorable change in the price of the security underlying the written option. Exchange traded options are valued at the last sale price, or if no sales are reported, the last bid price for purchased options and the last ask price for written options. Options traded over-the-counter are valued using prices supplied by the dealers. The Fund entered into no such transactions during the year ended December 31, 2003. FUTURES CONTRACTS The Fund may enter into financial futures contracts for the delayed sale or delivery of securities or contracts based on financial indices at a fixed price on a future date. Pursuant to the margin requirements, the Fund deposits either cash or securities in an amount equal to a certain percentage of the contract amount. Subsequent payments are made or received by the Fund each day, depending on the daily fluctuations in the value of the underlying security, and are recorded for financial statement purposes as unrealized gains or losses by the Fund. There are several risks in connection with the use of futures contracts as a hedging device. The change in value of futures contracts primarily corresponds with the value of their underlying instruments or indices, which may not correlate with changes in the value of hedged investments. Buying futures tends to increase the Fund's exposure to the underlying instrument, while selling futures tends to decrease the Fund's exposure to the underlying instrument or hedge other Fund investments. In addition, there is the risk that the Fund may not be able to enter into a closing transaction because of an illiquid secondary market. Losses may arise if there is an illiquid secondary market or if the counterparties do not perform under the contract's terms. The Fund enters into financial futures transactions primarily to manage its exposure to certain markets and to changes in securities prices and foreign currencies. Gains and losses are realized upon the expiration or closing of the futures contracts. Futures contracts are valued at the quoted daily settlement prices established by the exchange on which they trade. 15 MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST STANDISH MELLON SHORT-TERM FIXED INCOME FUND NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- The Fund entered into no such transactions during the year ended December 31, 2003. (7) SECURITY LENDING: The Fund may lend its securities to financial institutions which the Fund deems to be creditworthy. The loans are collateralized at all times with cash or securities with a market value at least equal to the market value of the securities on loan. The market value of securities loaned is determined daily and any additional required collateral is allocated to the Fund on the next business day. For the duration of a loan, the Fund receives the equivalent of the interest or dividends paid by the issuer on the securities loaned and also receives compensation from the investment of the collateral. As with other extensions of credit, the Fund bears the risk of delay in recovery or even loss of rights in its securities on loan should the borrower of the securities fail financially or default on its obligations to the Fund. In the event of borrower default, the Fund generally has the right to use the collateral to offset losses incurred. The Fund may incur a loss in the event it was delayed or prevented from exercising its rights to dispose of the collateral. The Fund also bears the risk in the event that the interest and/or dividends received on invested collateral is not sufficient to meet the Fund's obligations due on the loans. The Fund loaned securities during the year ended December 31, 2003 resulting in security lending income. At December 31, 2003, the Fund had no securities on loan. (8) DELAYED DELIVERY TRANSACTIONS: The Fund may purchase or sell securities on a when-issued, delayed delivery or forward commitment basis. This Fund segregates securities having a value at least equal to the amount of the purchase commitment. The Fund may enter into to be announced ("TBA") purchase commitments to purchase securities for a fixed unit price at a future date beyond customary settlement time. Although the unit price has been established, the principal value has not been finalized. However, the amount of the commitments will not fluctuate more than 0.01% from the principal amount. The Fund holds, and maintains until settlement date, cash or high-grade debt obligations in an amount sufficient to meet the purchase price, or the Fund may enter into offsetting contracts for the forward sale of other securities it owns. Income on the securities will not be earned until settlement date. TBA purchase commitments may be considered securities in themselves, and involve a risk of loss if the value of the security to be purchased declines prior to the settlement date, which risk is in addition to the risk of the decline in the value of the Fund's other assets. Unsettled TBA purchase commitments are valued at the current market value of the underlying securities, according to the procedures described under "Investment security valuations" above. The Fund may enter into TBA sale commitments to hedge its portfolio positions. Proceeds of TBA sale commitments are not received until the contractual settlement date. During the time a TBA sale commitment is outstanding, an offsetting TBA purchase commitment deliverable is held as "cover" for the transaction. Unsettled TBA sale commitments are valued at the current market value of the underlying securities, generally according to the procedures described under "Investment security valuations" above. The contract is 'marked-to-market' daily and the change in market value is recorded by the Fund as an unrealized gain or loss. If the TBA sale commitment is closed through the acquisition of an offsetting purchase commitment, the Fund realizes a gain or loss from the sale of the securities based upon the unit price established at the date the commitment was entered into. At December 31, 2003, the Fund did not have any delayed delivery transactions. 16 REPORT OF INDEPENDENT AUDITORS To the Trustees of Mellon Institutional Funds Investment Trust and the Shareholders of Standish Mellon Short-Term Fixed Income Fund: In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Mellon Institutional Funds Investment Trust: Standish Mellon Short-Term Fixed Income Fund (formerly, Standish Short-Term Fixed Income Fund) (the "Fund"), at December 31, 2003, and the results of its operations, the changes in its net assets and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2003 by correspondence with the custodian and brokers provide a reasonable basis for our opinion. PricewaterhouseCoopers LLP Boston, Massachusetts February 20, 2004 17 TRUSTEES AND OFFICERS The following table lists the Trust's trustees and officers; their address and date of birth; their position with the Trust; the length of time holding that position with the Trust; their principal occupation(s) during the past five years; the number of portfolios in the fund complex they oversee; and other directorships they hold in companies subject to registration or reporting requirements of the Securities Exchange Act of 1934 (generally called "public companies") or in registered investment companies as of December 31, 2003. The Trust's Statement of Additional Information includes additional information about the Trust's trustees and is available, without charge, upon request by writing Mellon Institutional Funds at P.O. Box 8585, Boston, MA 02266-8585 or calling toll free 1-800-221-4795. The same persons serve as trustees and officers of the Portfolio Trust in the same capacities. INDEPENDENT TRUSTEES NUMBER OF PRINCIPAL PORTFOLIOS IN OTHER NAME, TERM OF OFFICE OCCUPATION(S) FUND COMPLEX DIRECTORSHIPS ADDRESS, AND POSITION(S) AND LENGTH OF DURING PAST OVERSEEN BY HELD BY DATE OF BIRTH HELD WITH TRUST TIME SERVED 5 YEARS TRUSTEE TRUSTEE - -------------------------------------------------------------------------------------------------------------------------- Samuel C. Fleming Trustee Trustee since Chairman of the Board 28 None c/o Decision 11/3/1986 and Chief Executive Resources, Inc. Officer, Decision 260 Charles Street Resources, Inc. Waltham, MA 02453 9/30/40 Caleb Loring III Trustee Trustee since Trustee, Essex Street 28 None c/o Essex Street 11/3/1986 Associates (family Associates investment trust 400 Essex Street office) Beverly, MA 01915 11/14/43 Benjamin M. Friedman Trustee Trustee since William Joseph Maier, 28 None c/o Harvard University 9/13/1989 Professor of Political Cambridge, MA 02138 Economy, Harvard 8/5/44 University John H. Hewitt Trustee Trustee since Trustee, Mertens 28 None P.O. Box 233 11/3/1986 House, Inc. Trustee and New London, NH 03257 Chairman of the Board, 4/11/35 Visiting Nurse Alliance of Vermont & New Hampshire. INTERESTED TRUSTEES NUMBER OF PRINCIPAL PORTFOLIOS IN OTHER NAME, TERM OF OFFICE OCCUPATION(S) FUND COMPLEX DIRECTORSHIPS ADDRESS, AND POSITION(S) AND LENGTH OF DURING PAST OVERSEEN BY HELD BY DATE OF BIRTH HELD WITH TRUST TIME SERVED 5 YEARS OFFICER OFFICER - --------------------------------------------------------------------------------------------------------------------------- Patrick J. Sheppard Trustee, President Since 2003 Senior Vice President 28 None c/o Standish Mellon Asset and Chief and Chief Operating Management Company LLC, Executive Officer Officer, Mellon One Boston Place Institutional Asset Boston, MA 02108 Management; formerly 7/24/65 Vice President and Chief Financial Officer, Mellon Institutional Asset Management 18 PRINCIPAL OFFICERS WHO ARE NOT TRUSTEES NUMBER OF PRINCIPAL PORTFOLIOS IN OTHER NAME, TERM OF OFFICE OCCUPATION(S) FUND COMPLEX DIRECTORSHIPS ADDRESS, AND POSITION(S) AND LENGTH OF DURING PAST OVERSEEN BY HELD BY DATE OF BIRTH HELD WITH TRUST TIME SERVED 5 YEARS OFFICER OFFICER - -------------------------------------------------------------------------------------------------------------------------- Barbara A. McCann Secretary Secretary Senior Vice President 28 None c/o Standish Mellon Asset since 2003 and Head of Operations, Management, Mellon Institutional One Boston Place Asset Management, Boston, MA 02108 formerly First Vice 2/20/61 President, Mellon Institutional Asset Management and Mellon Global Investments Vice President and Vice President Vice President and 28 None Treasurer since 1999; Mutual Funds Treasurer Controller, Standish since 2002 Mellon Asset Management; formerly Assistant Vice President and Mutual Funds Controller, Standish Mellon Asset Management Steven M. Anderson c/o Standish Mellon Asset Management, One Boston Place Boston, MA 02108 7/14/65 Denise B. Kneeland Assistant Vice Since 1996 Vice President and 28 None c/o Standish Mellon Asset President Manager, Mutual Funds Management, Operations, Standish One Boston Place Mellon Asset Management Boston, MA 02108 8/19/51 Lisa Kane Assistant Vice Since 1999 Vice President and 28 None c/o Standish Mellon Asset President Client Service Management, Professional, Standish One Boston Place Mellon Asset Management Boston, MA 02108 6/25/70 Cara E. Hultgren, Assistant Vice Since 2001 Assistant Manager, 28 None c/o Standish Mellon Asset President Mutual Fund Operations Management, since 1999; Shareholder One Boston Place Representative, Boston, MA 02108 Standish Mellon Asset 1/19/71 Management Scott Simonds, Assistant Vice Since 2002 Compliance Analyst, 28 None c/o Standish Mellon Asset President Boston Partners; Fund Management, Accountant, Mellon One Boston Place Financial Corp. Boston, MA 02108 8/17/60 A description of the policies and procedures that the fund uses to determine how to vote proxies relating to portfolio securities is available (i) without charge, upon request, by calling toll free 1-800-221-4795, (ii) on the fund's website at http://www.melloninstituionalfunds.com, and (iii) on the Securities and Exchange Commission's website at http://www.sec.gov. 19 [Logo] Mellon -------------------------- Mellon Institutional Funds One Boston Place Boston, MA 02108-4408 800.221.4795 www.melloninstitutionalfunds.com Standish Mellon Investment Grade Bond Fund Financial Statements for the Year Ended December 31, 2003 [Logo] Mellon -------------------------- Mellon Institutional Funds [Logo] Mellon -------------------------- Mellon Institutional Funds February 28, 2004 Dear Mellon Institutional Fund Shareholder: Enclosed you will find your Fund's annual report for the fiscal year ended December 31, 2003. In 2003 we experienced a return to risk-taking in the financial markets. It's worth recalling that for most of 2002, market sentiment was notably bearish, characterized by a flight to quality. Indeed, the first half of 2002 produced the worst six-month performance for the S&P 500 Index in more than 30 years, with a loss of almost 14%. In contrast, during 2003, the greatest gains were made by the stock market and the lowest-rated corporate debt. The S&P 500 gained 22%, while the Merrill Lynch C-Rated High Yield Index advanced 42%. In keeping with the risk-taking trend, small cap stocks, as measured by the Russell 2000 Index, advanced 45%. International stocks also have enjoyed a healthy rebound, advancing 17%, as measured by the MSCI EAFE Index. In comparison, intermediate U.S. Treasuries had a total return of just 2%, after providing a total return of 12% in 2002, as measured by the Lehman Treasury Index. The financial markets were reacting to the increasing strength of the economy. After several sluggish quarters, economic activity in the U.S. accelerated in the summer months and remains strong. The sources of strength include a) continuing monetary ease that has induced substantial mortgage refinancing and housing activity, b) Federal fiscal stimulus from large new tax cuts and sharp increases in defense spending, and c) a gradual improvement in business capital spending after many quarters of stagnation. Sluggish spots to date include inventory investment, state and local spending, net exports and employment, although some of these sectors show signs of much-awaited improvement. The renewal of economic strength has created a schizophrenic year for the bond markets. Until late June, the market's tone had been set by an expectation of continued sluggish growth. In June, the Fed made explicit its intent to keep short-term interest rates low for a "considerable period." But the Fed announcement was perceived as a disappointment by the market, which promptly caused a sharp summer selloff in bonds. In September, bonds recouped some of their losses, as market participants felt the selloff had been overdone. At its most recent meeting, the Fed edged closer to a less accommodative stance in dropping the "considerable period" language. Instead, the Fed said it "can be patient" in not raising rates until signs of inflation become evident. The yield curve remains very steep, influenced by the Fed at the short end, but with the intermediate maturities under pressure from the large volume of Treasury financing in that sector. With the recent bump in yields and inflation still relatively quiescent, real interest rates have increased to the lower end of what have been the historic norms. Mellon Funds Distributor, L.P. P.O. Box 51407 o Boston, MA 02205-1407 (800) 221-4795 Toll Free o (617) 350-0042 Fax A Mellon Financial Company. (SM) 1 Looking ahead, it is clear that there are some serious distortions and imbalances in world economies including structural problems in Japan and core Europe, the U.S. current account deficit, and the leverage in the consumer balance sheet. It is impossible to predict when these restraints might undermine economic activity, but the latter part of 2004 or the year 2005 could be a period of vulnerability when there will be a loss of incremental fiscal stimulus as well as the lagged effect of higher interest rates. Nevertheless, the near term economic outlook has brightened, business activity has some significant momentum which should carry over into 2004. The result should be favorable growth, especially in business investment. We expect inflation to remain modest and corporate profit growth to be reasonably strong. We wish to thank you for your business and confidence in Mellon Institutional Funds. Please feel free to contact us with questions or comments. Sincerely, /s/ Patrick J. Sheppard Patrick J. Sheppard Mellon Funds Distributor, L.P. P.O. Box 51407 o Boston, MA 02205-1407 (800) 221-4795 Toll Free o (617) 350-0042 Fax A Mellon Financial Company. (SM) 2 STANDISH MELLON INVESTMENT GRADE BOND FUND Management Discussion and Analysis December 2003 The market environment improved dramatically over the course of the year. As we began 2003, the war with Iraq, weak job growth and deflation concerns posed considerable risks to economic growth. However, second half GDP was boosted by prompt military action, tax cuts and another mortgage refinancing boom. By mid-year, a pick up in growth pushed interest rates higher. However, the Federal Reserve has tempered the upward pressure on bond yields by emphasizing their focus on inflation over growth. With core inflation dipping to 1.1% year-over-year, and job growth still sluggish, the Fed has little reason to raise interest rates in the near term. Over the past year, Treasury Inflation Protected Securities (TIPS) and investment grade corporate bonds solidly outperformed other fixed income sectors. As the previous year's negative events faded from the headlines and corporate profits surged, credit spreads narrowed significantly. Similarly, as the economic picture improved, inflation expectations rose and TIPS outperformed. In comparison, the relative performance of mortgages and agencies lagged. The mortgage market suffered amid sharp interest rate moves which resulted in significant hedging costs and diminished returns. The agency sector also suffered as Freddie Mac's accounting issues surfaced and regulatory oversight came under harsh scrutiny. For the first half of the year, the Fund was defensively postured with an underweight in corporate bonds and overweight positions in mortgages, asset backed securities and commercial mortgages. The Fund's conservative stance was a drag on performance as we saw stellar performance in corporate bonds relative to other sectors. However, as the economy's momentum picked up around mid-year, we increased the allocation to credit which helped performance in the second half. Our underweight to agency bonds for the majority of the year strongly contributed to performance. A sizable reduction to the mortgage position was well-timed as we avoided July's massive underperformance when interest rates backed up and durations extended sharply. Mortgage security selection was particularly positive in the beginning of the year as we favored lower coupon issues that benefited from very strong demand by banks. By the end of the year, the Fund's returns, gross of fees, had picked up considerably and we concluded the year just ahead of the benchmark. Looking ahead, the prospects for economic growth in 2004 appear quite good. Solid corporate profits should spur business spending and a weaker dollar should support higher export activity. Inventory rebuilding should also boost GDP in the first half. With strong productivity and lots of excess capacity, a low inflation environment should persist. In this environment, the Fed will likely hold interest rates unchanged for most of the year. The key investment themes are building the Fund's yield advantage and a bulleted intermediate curve position. Among the various spread sectors, we favor corporate bonds as we find the fundamental improvement of credit quality remains 3 solidly in place. Given a steep yield curve, we are more heavily weighted toward intermediate bonds in the 2 to 5 year area. The Fund's overweight position in commercial mortgage and asset backed securities emphasizes our intermediate bias. The less-thanbenchmark weighting in mortgages also fits well with our yield curve strategy as amortizing assets are less attractive than bullet securities. Finally, we continue to find TIPS attractive as we expect a gradual rise in inflation expectations given Fed policy will err on the accommodative side in order to successfully reflate the economy. As always, we look forward to serving you in the coming year. /s/ Catherine Powers /s/ Marc Seidner Catherine Powers Marc Seidner 4 - -------------------------------------------------------------------------------- Mellon Institutional Funds Investment Trust Standish Mellon Investment Grade Bond Fund Comparison of Change in Value of $100,000 Investment in Standish Mellon Investment Grade Bond Fund and Lehman Aggregate Index [The following data was represented as a line chart in the printed material]. Standish Mellon Investment Lehman Aggregate Grade Bond Fund Index 2000 100,000 100,000 101,450 102,080 102,300 103,007 103,800 104,500 104,703 105,157 105,261 105,852 106,834 107,583 108,872 109,579 2001 110,664 111,370 111,508 112,341 112,144 112,905 111,770 112,436 112,679 113,115 113,076 113,542 115,798 116,080 117,050 117,410 118,307 118,778 121,066 121,264 119,520 119,592 118,893 118,832 2002 119,651 119,794 120,699 120,954 118,428 118,943 120,310 121,249 121,311 122,279 122,336 123,337 123,777 124,825 125,759 126,932 127,443 128,988 126,776 128,400 126,534 128,366 128,929 131,018 2003 129,115 131,130 130,789 132,945 130,563 132,842 131,626 133,939 133,877 136,436 133,569 136,165 129,027 131,587 129,595 132,460 133,379 135,967 132,099 134,699 132,350 135,021 133,832 136,395 ----------------------------- Average Annual Total Return (for period ended 12/31/2003) ----------------------------- Since Inception 1 Year 3 Year 06/01/2000 ------ ------ ---------- 3.81% 7.12% 8.47% ----------------------------- Must be preceded or accompanied by a prospectus which contains more complete information and should be read carefully before investing. Copyright 2003, Mellon Funds Distributor, L.P. Member, NASD. The investment return and principal value of an investment will fluctuate, and an investor's shares, when redeemed, may be worth more or less than their original cost. Past performance is not predictive of future performance. - -------------------------------------------------------------------------------- 5 MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST STANDISH MELLON INVESTMENT GRADE BOND FUND STATEMENT OF ASSETS AND LIABILITIES DECEMBER 31, 2003 - -------------------------------------------------------------------------------- ASSETS Investments, at value (Note 1A) (identified cost, $71,695,307) $72,760,189 Cash 928 Receivable for investments sold 780,089 Interest receivable 557,291 Receivable for open swap contracts (Note 6) 9,653 Prepaid expenses 4,571 ----------- Total assets 74,112,721 LIABILITIES Payable for investments purchased $9,808,044 Payable for Fund shares redeemed 1,066,538 Payable for variation margin on open financial futures contracts (Note 6) 781 Distributions payable 525,625 Options written, at value (Note 6) (premiums received, $66,029) 41,422 Accrued accounting, custody and transfer agent fees 12,942 Accrued trustees' fees and expenses (Note 2) 2,476 Accrued expenses and other liabilities 30,504 --------- Total liabilities 11,488,332 ----------- NET ASSETS $62,624,389 =========== NET ASSETS CONSIST OF: Paid-in capital $61,533,970 Accumulated net realized gain 3,644 Distributions in excess of net investment income (11,275) Net unrealized appreciation 1,098,050 ----------- TOTAL NET ASSETS $62,624,389 =========== SHARES OF BENEFICIAL INTEREST OUTSTANDING 3,083,153 =========== NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE (Net Assets/Shares outstanding) $ 20.31 =========== The accompanying notes are an integral part of the financial statements. 6 MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST STANDISH MELLON INVESTMENT GRADE BOND FUND STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2003 - -------------------------------------------------------------------------------- INVESTMENT INCOME (NOTE 1C) Interest income (including securities lending income of $14,846 (Note 7)) $2,724,475 Dividend income 984 ---------- Total investment income 2,725,459 EXPENSES Investment advisory fee (Note 2) $ 294,499 Accounting, custody, and transfer agent fees 144,803 Legal and audit services 39,784 Insurance expense 11,857 Trustees' fees and expenses (Note 2) 10,602 Registration fees 6,960 Miscellaneous 8,262 ---------- Total expenses 516,767 Deduct: Waiver of investment advisory fee (Note 2) (222,267) ---------- Net expenses 294,500 ---------- Net investment income 2,430,959 ---------- REALIZED AND UNREALIZED GAIN (LOSS) Net realized gain (loss) Investment security transactions 1,550,182 Financial futures contracts (124,507) Written options transactions 185,609 Swap contracts 1,344 ---------- Net realized gain 1,612,628 Change in unrealized appreciation (depreciation) Investment securities (1,106,833) Financial futures contracts 123,992 Written options (23,948) Swap contracts 10,148 ---------- Change in net unrealized appreciation (depreciation) (996,641) ---------- Net realized and unrealized gain 615,987 ---------- NET INCREASE IN NET ASSETS FROM OPERATIONS $3,046,946 ========== The accompanying notes are an integral part of the financial statements. 7 MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST STANDISH MELLON INVESTMENT GRADE BOND FUND STATEMENTS OF CHANGES IN NET ASSETS - -------------------------------------------------------------------------------- YEAR ENDED YEAR ENDED DECEMBER 31, 2003 DECEMBER 31, 2002 ----------------- ----------------- INCREASE (DECREASE) IN NET ASSETS FROM INVESTMENT OPERATIONS Net investment income $ 2,430,959 $ 3,126,579 Net realized gain 1,612,628 1,225,101 Change in net unrealized appreciation (depreciation) (996,641) 1,604,794 ------------ ----------- Net increase in net assets from investment operations 3,046,946 5,956,474 ------------ ----------- DISTRIBUTIONS TO SHAREHOLDERS (NOTE 1D) From net investment income (2,606,499) (3,279,497) From net realized gains on investments (1,540,028) (1,358,763) ------------ ----------- Total distributions to shareholders (4,146,527) (4,638,260) ------------ ----------- FUND SHARE (PRINCIPAL) TRANSACTIONS (NOTE 4) Net proceeds from sale of shares 4,213,048 21,825,313 Value of shares issued to shareholders in payment of distributions declared 2,270,143 2,339,137 Cost of shares redeemed (26,860,158) (4,946,160) ------------ ----------- Net increase (decrease) in net assets from Fund share transactions (20,376,967) 19,218,290 ------------ ----------- TOTAL INCREASE (DECREASE) IN NET ASSETS (21,476,548) 20,536,504 NET ASSETS At beginning of year 84,100,937 63,564,433 ------------ ----------- At end of year (including distributions in excess of net investment income of $11,275 and $19,551) $ 62,624,389 $84,100,937 ============ =========== The accompanying notes are an integral part of the financial statements. 8 MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST STANDISH MELLON INVESTMENT GRADE BOND FUND FINANCIAL HIGHLIGHTS - -------------------------------------------------------------------------------- FOR THE PERIOD JUNE 1, 2000 YEAR ENDED DECEMBER 31, (COMMENCEMENT OF -------------------------- OPERATIONS) TO 2003 2002 2001(A) DECEMBER 31, 2000 ------- ------- -------- ----------------- NET ASSET VALUE, BEGINNING OF YEAR $ 20.80 $ 20.41 $ 20.65 $ 20.00 ------- ------- ------- ------- FROM INVESTMENT OPERATIONS: Net investment income*(1) 0.69 0.89 1.27 0.86 Net realized and unrealized gain on investments 0.09 0.79 0.59 0.89 ------- ------- ------- ------- Total from investment operations 0.78 1.68 1.86 1.75 ------- ------- ------- ------- LESS DISTRIBUTIONS TO SHAREHOLDERS: From net investment income (0.78) (0.91) (1.30) (0.88) From net realized gain on investments (0.49) (0.38) (0.80) (0.22) ------- ------- ------- ------- Total distributions to shareholders (1.27) (1.29) (2.10) (1.10) ------- ------- ------- ------- NET ASSET VALUE, END OF YEAR $ 20.31 $ 20.80 $ 20.41 $ 20.65 ======= ======= ======= ======= TOTAL RETURN+++ 3.81% 8.44% 9.21% 8.87%++ RATIOS/SUPPLEMENTAL DATA: Expenses (to average daily net assets)* 0.40% 0.40% 0.21% 0.00%+ Net Investment Income (to average daily net assets)* 3.30% 4.30% 6.00% 7.21%+ Portfolio Turnover 457% 391% 357% 136%++ Net Assets, End of Year (000's omitted) $62,624 $84,101 $63,564 $57,447 - ----------------- * For the periods indicated, the investment adviser voluntarily agreed not to impose all or a portion of its investment advisory fee and reimbursed the Fund for all or a portion of its operating expenses. If this voluntary action had not been taken, the investment income per share and ratios would have been: Net investment income per share(1) $ 0.63 $ 0.83 $ 1.17 $ 0.78 Ratios (to average daily net assets): Expenses 0.70% 0.69% 0.68% 0.72%+ Net investment income 3.00% 4.01% 5.53% 6.48%+ (a) The Fund has adopted the provisions of the revised AICPA Audit and Accounting Guide for Investment Companies effective January 1, 2001 and began amortizing premium and discount on all debt securities on an effective yield basis. The effect of this change for the year ended December 31, 2001 was to decrease net investment income per share by $0.004, increase net realized and unrealized gains and losses per share by $0.004 and decrease the ratio of net investment income to average net assets from 6.02% to 6.00%. Per share data and ratios/supplemental data for the periods prior to January 1, 2001 have not been restated to reflect this change in presentation. (1) Calculated based on average shares outstanding. + Computed on an annualized basis. ++ Not annualized. +++ Total return would have been lower in the absence of expense waivers. The accompanying notes are an integral part of the financial statements. 9 MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST STANDISH MELLON INVESTMENT GRADE BOND FUND SCHEDULE OF INVESTMENTS - DECEMBER 31, 2003 - -------------------------------------------------------------------------------- PAR VALUE SECURITY RATE MATURITY VALUE (NOTE 1A) - ----------------------------------------------------------------------------------------------------- BONDS AND NOTES -- 111.1% ASSET BACKED -- 18.2% Advanta Home Equity Trust 1997-2 M1 7.550% 06/25/2027 $ 112,062 $ 111,896 Advanta Mortgage Loan Trust 1997-4 M1 7.040% 01/25/2029 195,297 197,427 American Express Credit Account Master Trust 2000-2B(a) 1.470% 09/17/2007 150,000 150,139 American Express Credit Account Master Trust 2003-4A 1.690% 01/15/2009 875,000 858,421 Americredit Auto Receivables Trust 2001-D A3(a) 1.470% 09/12/2006 378,496 378,727 Bear Stearns Commercial Mortage Securities 2003-T12 A3 4.490% 08/13/2039 190,000 188,608 Capital One Master Trust 1999-1 A(a) 1.303% 07/16/2007 380,000 379,832 Chase Credit Card Master Trust 2002-2 C(a) 2.020% 07/16/2007 315,000 316,390 Chase Funding Mortgage Loan Asset-Backed 2003-4 2A1(a) 1.239% 02/25/2021 803,648 803,232 Chase Manhattan Auto Owner Trust 2003-C CTFS 2.780% 06/15/2010 225,000 222,548 Citibank Credit Card Issuance Trust 2003- A8 A8 3.500% 08/16/2010 650,000 648,687 Citibank Credit Card Master Trust 1999-7 B 6.900% 11/15/2006 350,000 366,032 Citibank Credit Card Master Trust I 1997-6 B, PO(b) 0.766% 08/15/2006 500,000 494,369 Citifinancial Mortgage Securities, Inc. 2003-2 AV1(a) 1.219% 05/25/2033 146,746 146,702 Daimler Chrysler Auto Trust 2001-C A3 4.210% 07/06/2005 409,939 411,494 Daimler Chrysler Auto Trust 2003-A A4 2.880% 10/08/2009 315,000 316,984 Daimler Chrysler Auto Trust 2003-B A4 2.860% 03/09/2009 575,000 574,641 First USA Credit Card Master Trust 1997-7 B(a) 1.666% 05/17/2007 1,500,000 1,501,106 Honda Auto Receivables Owner Trust 2003-4 A3 2.190% 05/15/2007 250,000 250,364 Honda Auto Receivables Owner Trust 2003-5 A3 2.300% 10/18/2007 590,000 591,652 MBNA Credit Card Master Note Trust 2002-A1 A1 4.950% 06/15/2009 305,000 325,051 MBNA Credit Card Master Trust 2001-C3 6.550% 12/15/2008 225,000 243,455 MBNA Master Credit Card Trust 1997-J A(a) 1.283% 02/15/2007 350,000 350,081 Nissan Auto Receivables Owner Trust 2003-C A4 2.700% 12/17/2007 640,000 642,100 Residential Asset Mortgage Products, Inc. 2003-RS1 AI1(a) 1.301% 01/25/2019 77,415 77,413 Residential Asset Securities Corp. 2003-KS11 AI1(a) 1.333% 11/25/2021 325,000 325,000 SLMA Student Loan Trust 2003-6 A1(a) 1.170% 06/16/2008 257,189 257,189 Whole Auto Loan Trust 2003-1 C 3.130% 03/15/2010 240,000 240,847 ----------- Total Asset Backed (Cost $11,360,465) 11,370,387 ----------- COLLATERALIZED MORTGAGE OBLIGATIONS -- 5.0% Bear Stearns Mortgage 1998-2 B 6.750% 04/30/2030 23,591 23,532 Calwest Industrial Trust 2002-CALW A 144A 6.127% 02/15/2017 335,000 366,758 FNMA Grantor Trust 2001-T6 B 6.088% 05/25/2011 340,000 374,685 FNMA Grantor Trust 2002-T11 A 4.769% 04/25/2012 178,870 187,021 GNMA 2002-48 PF(a) 1.454% 05/15/2029 63,287 63,321 GNMA 2003-48 AC 2.712% 02/16/2020 303,174 299,874 GNMA 2003-72 A 3.206% 04/16/2018 147,666 148,225 GNMA 2003-88 AC 2.914% 06/16/2018 148,873 147,748 GNMA 2003-96 B 3 3.607% 08/16/2018 310,000 312,532 Housing Securities, Inc. 1994-2 A1 6.500% 07/25/2009 39,166 40,905 Merrill Lynch Mortgage Investors, Inc. 1996-C2 D Non-ERISA 6.960% 11/21/2028 150,000 163,710 Permanent Financing PLC 3 1A NCL(a) 1.080% 12/10/2004 360,000 360,000 Vendee Mortgage Trust 2003-1 A 5.750% 09/15/2012 307,258 309,575 Washington Mutual 2003-AR10 A5(a) 4.107% 10/25/2033 325,000 321,796 ----------- Total Collateralized Mortgage Obligations (Cost $3,096,679) 3,119,682 ----------- The accompanying notes are an integral part of the financial statements. 10 MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST STANDISH MELLON INVESTMENT GRADE BOND FUND SCHEDULE OF INVESTMENTS - DECEMBER 31, 2003 - -------------------------------------------------------------------------------- PAR VALUE SECURITY RATE MATURITY VALUE (NOTE 1A) - ----------------------------------------------------------------------------------------------------- CORPORATE -- 26.9% BANKING -- 4.0% Amsouth Bank NA 4.850% 04/01/2013 $125,000 $ 124,119 Bank of America Corp. 5.250% 12/01/2015 100,000 99,748 BankBoston NA 6.500% 12/19/2007 125,000 138,870 BB&T Corp. Sub Notes 5.200% 12/23/2015 315,000 312,264 CS First Boston (USA), Inc. 5.500% 08/15/2013 175,000 180,340 Fleet National Bank 5.750% 01/15/2009 225,000 245,421 National City Corp. 6.875% 05/15/2019 375,000 432,874 SunTrust Banks, Inc. 7.750% 05/01/2010 275,000 329,351 SunTrust Banks, Inc. Sub Notes 5.450% 12/01/2017 100,000 102,920 Union Planters Bank 5.125% 06/15/2007 155,000 165,107 Union Planters Corp. 4.375% 12/01/2010 150,000 149,383 Union Planters Corp. 7.750% 03/01/2011 25,000 29,492 Wachovia Corp. 7.500% 07/15/2006 25,000 28,201 Zions Bancorp Senior Notes 2.700% 05/01/2006 145,000 145,709 ---------- 2,483,799 ---------- BASIC INDUSTRY -- 1.6% Cabot Corp. 5.250% 09/01/2013 165,000 163,597 ICI Wilmington, Inc. 4.375% 12/01/2008 205,000 204,229 International Paper Co. 6.750% 09/01/2011 60,000 66,706 Republic Services, Inc. 7.125% 05/15/2009 125,000 143,449 Republic Services, Inc. Senior Notes 6.750% 08/15/2011 195,000 217,970 Sealed Air Corp. 144A 5.625% 07/15/2013 80,000 81,863 Westvaco Corp. 8.200% 01/15/2030 95,000 111,379 ---------- 989,193 ---------- CAPITAL GOODS -- 0.1% Boeing Co. 6.125% 02/15/2033 50,000 50,165 Raytheon Co. 5.500% 11/15/2012 35,000 35,506 ---------- 85,671 ---------- COMMUNICATIONS -- 2.5% AOL Time Warner, Inc. 7.700% 05/01/2032 155,000 180,901 AT&T Wireless Services, Inc. 8.125% 05/01/2012 85,000 99,956 AT&T Wireless Services, Inc. Senior Notes 8.750% 03/01/2031 175,000 215,920 Comcast Cable Communication Senior Notes NCL 6.750% 01/30/2011 185,000 205,892 Comcast Corp. 5.500% 03/15/2011 60,000 62,365 Sprint Capital Corp. 8.375% 03/15/2012 115,000 134,297 Sprint Capital Corp. 8.750% 03/15/2032 210,000 248,092 Verizon Global Funding Corp. 6.875% 06/15/2012 320,000 358,952 Verizon Global Funding Corp. 7.750% 06/15/2032 70,000 82,280 ---------- 1,588,655 ---------- CONSUMER CYCLICAL -- 1.8% Daimler Chrysler NA Holding 4.750% 01/15/2008 85,000 86,967 International Flavors & Fragrance 6.450% 05/15/2006 275,000 298,669 Liberty Media Corp. 3.500% 09/25/2006 75,000 75,375 The accompanying notes are an integral part of the financial statements. 11 MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST STANDISH MELLON INVESTMENT GRADE BOND FUND SCHEDULE OF INVESTMENTS - DECEMBER 31, 2003 - -------------------------------------------------------------------------------- PAR VALUE SECURITY RATE MATURITY VALUE (NOTE 1A) - ----------------------------------------------------------------------------------------------------- CONSUMER CYCLICAL (CONTINUED) News America, Inc. 6.750% 01/09/2038 $ 250,000 $ 279,159 Viacom, Inc. 5.625% 05/01/2007 325,000 351,386 Wal-Mart Stores 4.550% 05/01/2013 60,000 59,264 ---------- 1,150,820 ---------- CONSUMER NONCYCLICAL -- 1.4% Aramark Services, Inc. 7.000% 07/15/2006 95,000 103,345 Archer-Daniels-Midland 7.000% 02/01/2031 325,000 373,503 Kroger Co. 8.050% 02/01/2010 165,000 196,236 Laboratory Corp. of America Holdings 5.500% 02/01/2013 85,000 87,752 Safeway, Inc. 4.125% 11/01/2008 110,000 109,518 ---------- 870,354 ---------- ELECTRIC -- 1.3% Dominion Resources, Inc. Senior Notes 5.700% 09/17/2012 180,000 189,654 DTE Energy Co. Senior Notes 6.650% 04/15/2009 225,000 250,934 Niagara Mohawk Power Senior Notes 7.750% 10/01/2008 200,000 232,096 Pepco Holdings, Inc. 5.500% 08/15/2007 125,000 133,714 ---------- 806,398 ---------- ENERGY -- 2.0% Amoco Co. 6.500% 08/01/2007 225,000 253,053 CenterPoint Energy, Inc. 144A 5.750% 01/15/2014 275,000 287,136 Conoco, Inc. Senior Notes 6.950% 04/15/2029 45,000 51,032 Devon Energy Corp. 2.750% 08/01/2006 160,000 160,074 Halliburton Co. 144A 5.500% 10/15/2010 90,000 94,124 Progress Energy, Inc. Senior Notes 7.750% 03/01/2031 165,000 192,254 Waste Management, Inc. 6.875% 05/15/2009 135,000 150,901 Waste Management, Inc. Senior Notes 7.000% 07/15/2028 75,000 80,724 ---------- 1,269,298 ---------- FINANCIAL -- 10.2% Allstate Corp. 5.350% 06/01/2033 80,000 73,652 Allstate Corp. Senior Notes 6.125% 12/15/2032 65,000 66,840 Allstate Corp. Senior Notes 7.200% 12/01/2009 125,000 145,800 Archstone-Smith Trust REIT 5.000% 08/15/2007 75,000 78,694 ASIF Global Financng XIX 144A 4.900% 01/17/2013 640,000 636,078 Bear Stearns Co., Inc. 4.500% 10/28/2010 95,000 95,557 Boeing Capital Corp. 4.750% 08/25/2008 100,000 103,162 Boston Properties, Inc. 5.625% 04/15/2015 70,000 69,955 Boston Properties, Inc. REIT Senior Notes 6.250% 01/15/2013 170,000 182,417 CBA Capital Trust I 144A 5.805% 12/31/2049 325,000 335,030 City National Corp. Senior Notes 144A 5.125% 02/15/2013 375,000 370,846 Duke Realty Corp. REIT Senior Notes 7.750% 11/15/2009 150,000 176,526 Duke Realty LP REIT 3.500% 11/01/2007 150,000 150,593 EOP Operating LP Senior Notes 7.000% 07/15/2011 145,000 163,620 Exxon Capital Corp. 6.125% 09/08/2008 140,000 155,302 Ford Motor Credit Co. 6.500% 01/25/2007 85,000 90,544 Ford Motor Credit Co. 7.250% 10/25/2011 345,000 374,175 The accompanying notes are an integral part of the financial statements. 12 MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST STANDISH MELLON INVESTMENT GRADE BOND FUND SCHEDULE OF INVESTMENTS - DECEMBER 31, 2003 - -------------------------------------------------------------------------------- PAR VALUE SECURITY RATE MATURITY VALUE (NOTE 1A) - ----------------------------------------------------------------------------------------------------- FINANCIAL (CONTINUED) General Electric Capital Corp. 6.750% 03/15/2032 $ 200,000 $ 221,424 General Motors Acceptance Corp. 6.875% 08/28/2012 345,000 371,160 Goldman Sachs Group, Inc. 6.875% 01/15/2011 280,000 317,970 Household Finance Corp. 4.125% 12/15/2008 280,000 282,449 Jefferies Group, Inc. Senior Notes 7.500% 08/15/2007 195,000 219,197 JP Morgan Chase & Co. 3.625% 05/01/2008 300,000 300,604 MassMutual Global Funding II 144A 3.800% 04/15/2009 100,000 100,297 Morgan Stanley Dean Witter 6.600% 04/01/2012 285,000 318,299 Morgan Stanley Dean Witter Capital, Inc. 2001-PPM A2 6.400% 02/15/2031 251,986 274,656 Pan Pacific Retail Properties, Inc., REIT Senior Notes 7.950% 04/15/2011 75,000 89,301 SLM Corp. 5.000% 04/15/2015 200,000 197,320 Travelers Property Casualty Corp. Senior Notes 6.375% 03/15/2033 100,000 104,361 Washington Mutual, Inc. 4.000% 01/15/2009 70,000 70,122 Washington Mutual, Inc. 8.250% 04/01/2010 50,000 60,121 Zions Bancorp 6.000% 09/15/2015 160,000 167,760 ----------- 6,363,832 ----------- HEALTH CARE -- 0.4% Schering-Plough Corp. 5.300% 12/01/2013 130,000 132,268 Wyeth Corp. 6.450% 02/01/2024 65,000 66,612 Wyeth Corp. 6.500% 02/01/2034 60,000 61,352 ----------- 260,232 ----------- PUBLIC UTILITY -- 1.2% Appalachian Power Co. 5.950% 05/15/2033 85,000 81,762 Keyspan Corp. 4.650% 04/01/2013 95,000 93,294 NiSource Finance Corp. 5.400% 07/15/2014 100,000 101,250 NiSource Finance Corp. 7.875% 11/15/2010 80,000 95,151 Northern States Power Co. 8.000% 08/28/2012 45,000 54,865 Public Service Co. of CO 4.375% 10/01/2008 125,000 128,255 Public Service Co. of CO 7.875% 10/01/2012 45,000 54,616 Wisconsin Electric Power 5.625% 05/15/2033 130,000 126,244 ----------- 735,437 ----------- TRANSPORTATION -- 0.4% Union Pacific Corp. 3.875% 02/15/2009 250,000 248,155 ----------- Total Corporate (Cost $16,257,886) 16,851,844 ----------- MUNICIPAL OBLIGATIONS -- 2.5% California State NCL 5.250% 11/01/2009 70,000 77,044 California State NCL 6.000% 04/01/2018 155,000 176,057 Illinois State 5.100% 06/01/2033 560,000 514,903 New Jersey Economic Development Authority(b) 0.000% 02/15/2017 380,000 181,203 New Jersey State Turnpike Authority 4.252% 01/01/2016 625,000 597,350 ----------- Total Municipal Obligations (Cost $1,629,032) 1,546,557 ----------- The accompanying notes are an integral part of the financial statements. 13 MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST STANDISH MELLON INVESTMENT GRADE BOND FUND SCHEDULE OF INVESTMENTS - DECEMBER 31, 2003 - -------------------------------------------------------------------------------- PAR VALUE SECURITY RATE MATURITY VALUE (NOTE 1A) - ----------------------------------------------------------------------------------------------------- SOVEREIGN BONDS -- 0.5% United Mexican States 6.375% 01/16/2013 $ 175,000 $ 181,563 United Mexican States 8.300% 08/15/2031 110,000 123,475 ---------- Total Sovereign Bonds (Cost $290,114) 305,038 ---------- YANKEE BONDS -- 5.9% Amvescap Senior Notes 144A 6.600% 05/15/2005 110,000 116,457 Amvescap, Inc. Senior Notes 5.900% 01/15/2007 200,000 216,139 British Telecom PLC 8.375% 12/15/2010 105,000 127,772 British Telecom PLC 8.875% 12/15/2030 40,000 52,304 Carnival Corp. 6.650% 01/15/2028 75,000 77,003 Carnival PLC 7.875% 06/01/2027 125,000 144,149 Deutsche Telekom 3.875% 07/22/2008 160,000 160,527 Deutsche Telekom 8.500% 06/15/2010 135,000 163,231 Deutsche Telekom 8.750% 06/15/2030 180,000 229,937 Domtar, Inc. 5.375% 12/01/2013 175,000 173,166 HBOS PLC 144A Sub Notes(a) 5.375% 12/31/2049 250,000 249,235 Hutchison Whampoa Ltd. 144A 5.450% 11/24/2010 165,000 167,361 Koninklijke KPN NV Senior Unsub Notes 8.375% 10/01/2030 90,000 114,094 National Westminster Bank(a) 7.750% 04/29/2049 545,000 622,867 Nordea Bank Sweden AB 144A 5.250% 11/30/2012 205,000 209,181 Potash Corp. Saskatchewan 4.875% 03/01/2013 165,000 161,205 Province of Ontario 5.125% 07/17/2012 115,000 120,350 Province of Quebec 5.000% 07/17/2009 115,000 121,560 St. George Bank Ltd. 144A 5.300% 10/15/2015 140,000 140,110 Telecom Italia Capital 144A 4.000% 11/15/2008 385,000 387,437 ---------- Total Yankee Bonds (Cost $3,638,654) 3,754,085 ---------- NON-AGENCY -- 6.4% PASS THRU SECURITIES -- 6.4% Chase Commercial Mortgage Securities Corp. 1997-1 D Non-ERISA 7.370% 06/16/2029 175,000 194,408 Chase Commercial Mortgage Securities Corp. 1997-1 E Non-ERISA 7.370% 06/19/2029 300,000 333,060 Chase Commercial Mortgage Securities Corp. 1997-2 C 6.600% 12/12/2029 75,000 83,204 Chase Commercial Mortgage Securities Corp. 1998-1 A2 6.560% 05/18/2030 250,000 277,751 DLJ Commercial Mortgage Corp. 1998-CF2 B1(a) 7.058% 11/12/2031 215,000 239,518 DLJ Commercial Mortgage Corp. 1999-CG1 A1A 6.080% 03/10/2032 354,043 379,074 JP Morgan Commercial Mortgage Finance Corp. 1997-C5 A3 7.088% 09/15/2029 125,000 138,013 Morgan Stanley Capital I 1998-HF1 C 6.750% 03/15/2030 180,000 201,511 Morgan Stanley Capital I 1999-CAM1 A4 7.020% 03/15/2032 165,000 187,221 Morgan Stanley Capital I 1999-RM1 A2 6.710% 12/15/2031 370,000 415,306 Morgan Stanley Dean Witter Capital I 2001-PPM A3 6.540% 02/01/2031 350,000 389,324 Mortgage Capital Funding, Inc. 1996-MC1A C 7.800% 04/15/2006 410,000 453,526 Mortgage Capital Funding, Inc. 1997-MC2 C 6.881% 11/20/2027 310,000 344,551 Mortgage Capital Funding, Inc. 1997-MC2 D 7.117% 11/20/2007 350,000 390,367 ---------- Total Non-Agency (Cost $3,878,252) 4,026,834 ---------- The accompanying notes are an integral part of the financial statements. 14 MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST STANDISH MELLON INVESTMENT GRADE BOND FUND SCHEDULE OF INVESTMENTS - DECEMBER 31, 2003 - -------------------------------------------------------------------------------- PAR VALUE SECURITY RATE MATURITY VALUE (NOTE 1A) - -------------------------------------------------------------------------------------------------------- U.S. GOVERNMENT AGENCY -- 27.9% PASS THRU SECURITIES -- 27.9% FHLMC Gold 6.000% 05/01/2017 $ 485,089 $ 509,034 FNMA 4.060% 06/01/2013 125,000 118,367 FNMA 5.000% 07/01/2018 182,410 186,280 FNMA 5.500% 02/01/2033 - 10/01/2033 1,684,252 1,707,058 FNMA 6.000% 04/01/2017 - 05/01/2033 1,642,377 1,713,558 FNMA 6.500% 12/01/2015 - 10/01/2032 1,803,136 1,887,803 FNMA 7.000% 11/01/2031 - 06/01/2032 607,213 642,995 FNMA 7.250% 01/15/2010 1,115,000 1,314,625 FNMA 7.500% 02/01/2029 - 09/01/2029 31,080 33,358 FNMA (TBA)# 5.000% 01/01/2019 1,700,000 1,733,470 FNMA (TBA)# 5.500% 01/01/2034 4,095,000 4,147,465 FNMA (TBA)# 6.000% 01/01/2019 - 01/01/2032 2,015,000 2,082,753 FNMA (TBA)# 6.500% 01/01/2032 1,120,000 1,171,100 GNMA 6.500% 07/15/2032 - 10/15/2032 64,148 67,631 GNMA 8.000% 08/15/2025 - 11/15/2026 132,789 144,993 ----------- Total U.S. Government Agency (Cost $17,255,200) 17,460,490 ----------- U.S. TREASURY OBLIGATIONS -- 17.8% TREASURY BONDS -- 2.5% U.S. Treasury Bond 6.250% 05/15/2030 1,347,000 1,554,416 ----------- TREASURY NOTES -- 15.3% U.S. Treasury Inflation Index Note 3.875% 01/15/2009 2,352,068 2,655,999 U.S. Treasury Note 1.500% 07/31/2005 910,000 909,289 U.S. Treasury Note 2.375% 08/15/2006 4,710,000 4,735,392 U.S. Treasury Note 3.250% 08/15/2008 1,100,000 1,106,703 U.S. Treasury Note+ 6.750% 05/15/2005 100,000 107,203 U.S. Treasury Note+ 7.875% 11/15/2004 50,000 52,861 ----------- 9,567,447 ----------- Total U.S. Treasury Obligations (Cost $11,083,325) 11,121,863 ----------- TOTAL BONDS AND NOTES (COST $68,489,607) 69,556,780 ----------- CONTRACT SIZE --------- PURCHASED OPTIONS -- 0.0% U.S. Treasury Note 2.63% Call, Strike Price 97.26, 01/26/2004 13,000 10,613 ------------ TOTAL PURCHASED OPTIONS (COST $13,000) 10,613 ------------ The accompanying notes are an integral part of the financial statements. 15 MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST STANDISH MELLON INVESTMENT GRADE BOND FUND SCHEDULE OF INVESTMENTS - DECEMBER 31, 2003 - -------------------------------------------------------------------------------- PAR VALUE RATE MATURITY VALUE (NOTE 1A) ------ ----------------------- --------- ------------ SHORT-TERM INVESTMENTS -- 5.1% U.S. GOVERNMENT AGENCY -- 4.7% FNMA Discount Note=/= 1.056% 01/14/2004 $ 675,000 $ 674,730 FNMA Discount Note=/= 1.066% 01/20/2004 2,300,000 2,298,850 ---------- 2,973,580 ---------- REPURCHASE AGREEMENTS -- 0.4% Tri-party repurchase agreement dated 12/31/03 with Salomon Smith Barney, Inc. and Investors Bank and Trust Company, due 01/02/04, with a maturity value of $219,218 and an effective yield of 0.20%, collateralized by a U.S. Government Obligation with a rate of 5.18%, a maturity date of 02/15/26 and an aggregate market value of $223,819. 219,216 ---------- TOTAL SHORT-TERM INVESTMENTS (COST $3,192,700) 3,192,796 ---------- TOTAL INVESTMENTS -- 116.2% (COST $71,695,307) $ 72,760,189 OTHER ASSETS, LESS LIABILITIES -- (16.2%) (10,135,800) ------------ NET ASSETS -- 100.0% $ 62,624,389 ============ NOTES TO SCHEDULE OF INVESTMENTS: 144A - Securities exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration to qualified buyers. FHLMC - Federal Home Loan Mortgage Corporation FNMA - Federal National Mortgage Association GNMA - Government National Mortgage Association NCL - Non-callable PO - Principal Only REIT - Real Estate Investment Trust TBA - To Be Announced (a) Variable Rate Security; rate indicated is as of 12/31/03. (b) Zero coupon security. # Delayed delivery contract. + Denotes all or part of security pledged as collateral (Note 6). =/= Rate noted is yield to maturity. The accompanying notes are an integral part of the financial statements. 16 MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST STANDISH MELLON INVESTMENT GRADE BOND FUND NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- (1) SIGNIFICANT ACCOUNTING POLICIES: Mellon Institutional Funds Investment Trust (the "Trust") is organized as a Massachusetts business trust and is registered under the Investment Company Act of 1940, as amended, as an open-end, management investment company. Standish Mellon Investment Grade Bond Fund (the "Fund") is a separate diversified investment series of the Trust. The objective of the Fund is to maximize total return, consistent with preserving principal and liquidity, primarily through the generation of current income and, to a lesser extent, capital appreciation. The Fund seeks to achieve its objective by investing, under normal circumstances, at least 80% of net assets in investment grade fixed income securities including, but not limited to, government, agency, corporate and mortgage and asset-backed issues. On June 21, 2003, by vote of the Trustees, the name of the Standish Investment Grade Bond Fund was changed to Standish Mellon Investment Grade Bond Fund. In addition, the Declaration of Trust was amended to change the name of the Trust from Standish, Ayer & Wood Investment Trust to Mellon Institutional Funds Investment Trust. The name changes became effective July 1, 2003. The following is a summary of significant accounting policies followed by the Fund in the preparation of its financial statements. The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates. A. INVESTMENT SECURITY VALUATIONS Securities for which quotations are readily available are valued at the last sale price, or if no sale price, at the closing bid price in the principal market in which such securities are primarily traded. Market quotations are not considered to be readily available for certain debt obligations; such investments are stated at fair value on the basis of valuations furnished by a pricing service or dealers, approved by the Trustees, which determine valuations for normal institutional-size trading units of such securities using methods based on market transactions for comparable securities and variable relationships between securities that are generally recognized by institutional traders. Securities (including illiquid securities) for which quotations are not readily available are valued at their fair value as determined in good faith under consistently applied procedures under the general supervision of the Trustees. Short-term instruments with less than sixty-one days remaining to maturity when acquired by the Fund are valued at amortized cost, which approximates market value. If the Fund acquires a short-term instrument with more than sixty days remaining to its maturity, it is valued at current market value until the sixtieth day prior to maturity and will then be valued at amortized value based upon the value on such date unless the Trustees determine during such sixty-day period that amortized value does not represent fair value. B. REPURCHASE AGREEMENTS It is the policy of the Fund to require the custodian bank to take possession of, to have legally segregated in the Federal Reserve Book Entry System, or to have segregated within the custodian bank's vault, all securities held as collateral in support of repurchase agreement investments. Collateral for certain tri-party repurchase agreements is held at the custodian in a segregated account for the benefit of the Fund and the counterparty. Additionally, procedures have been established by the Fund to monitor on a daily basis, the market value and accrued interest of the repurchase agreement's underlying investments to ensure the existence of a proper level of collateral. C. SECURITIES TRANSACTIONS AND INCOME Securities transactions are recorded as of the trade date. Interest income is determined on the basis of interest accrued, adjusted for accretion of discount or amortization of premium using the yield-to-maturity method on long-term debt securities. Dividend income is recorded on the ex-dividend date. Realized gains and losses from securities sold are recorded on the identified cost basis. 17 MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST STANDISH MELLON INVESTMENT GRADE BOND FUND NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- D. DISTRIBUTIONS TO SHAREHOLDERS Distributions to shareholders are recorded on the ex-dividend date. Dividends from net investment income and distributions from capital gains, if any, are reinvested in additional shares of the Fund unless the shareholder elects to receive them in cash. Income and capital gain distributions are determined in accordance with income tax regulations which may differ from generally accepted accounting principles. These differences, which may result in distribution reclassifications, are primarily due to differing treatments for losses deferred due to wash sales, amortization and/or accretion of premiums and discounts on certain securities and the timing of recognition of gains and losses on futures contracts. Permanent book and tax basis differences relating to shareholder distributions will result in reclassifications among undistributed net investment income, accumulated net realized gain (loss) and paid in capital. Undistributed net investment income and accumulated net realized gain (loss) on investments may include temporary book and tax basis differences which will reverse in a subsequent period. Any taxable income or gain remaining at fiscal year end is distributed in the following year. E. EXPENSES The majority of expenses of the Trust are directly identifiable to an individual fund. Expenses which are not readily identifiable to a specific fund are allocated taking into consideration, among other things, the nature and type of expense and the relative size of the funds. F. COMMITMENTS AND CONTINGENCIES In the normal course of business, the Fund may enter into contracts and agreements that contain a variety of representations and warranties, which provide general indemnifications. The maximum exposure to the Fund under these arrangements is unknown, as this would involve future claims that may be made against the Fund that have not yet occurred. However, based on experience, the Fund expects the risks of loss to be remote. (2) INVESTMENT ADVISORY FEE: The investment advisory fee paid to Standish Mellon Asset Management Company LLC ("Standish Mellon"), a wholly-owned subsidiary of Mellon Financial Corporation, for overall investment advisory and administrative services and general office facilities, is paid monthly at the annual rate of 0.40% of the Fund's average daily net assets. Standish Mellon voluntarily agreed to limit total Fund operating expenses (excluding brokerage commissions, taxes and extraordinary expenses) to 0.40% of the Fund's average daily net assets for the year ended December 31, 2003. Pursuant to this agreement, for the year ended December 31, 2003, Standish Mellon voluntarily did not impose $222,267 of its investment advisory fee. This agreement is voluntary and temporary and may be discontinued or revised by Standish Mellon at any time. No director, officer or employee of Standish Mellon or its affiliates receives any compensation from the Trust or the Fund for serving as an officer or Trustee of the Trust. The Trust pays each Trustee who is not a director, officer or employee of Standish Mellon or its affiliates an annual fee and a per meeting fee as well as reimbursement for travel and out of pocket expenses. In addition, the Trust pays the legal fees for the independent counsel of the Trustees. 18 MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST STANDISH MELLON INVESTMENT GRADE BOND FUND NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- (3) PURCHASES AND SALES OF INVESTMENTS: Purchases and proceeds from sales of investments, other than short-term obligations, for the year ended December 31, 2003 were as follows: PURCHASES SALES ------------ ------------ U.S. Government Securities $332,431,838 $366,100,000 ============ ============ Investments (non-U.S.Government Securities) $ 40,533,414 $ 22,526,557 ============ ============ (4) SHARES OF BENEFICIAL INTEREST: The Declaration of Trust permits the Trustees to issue an unlimited number of full and fractional shares of beneficial interest having a par value of one cent per share. Transactions in Fund shares were as follows: YEAR ENDED YEAR ENDED DECEMBER 31, 2003 DECEMBER 31, 2002 -------------------- -------------------- Shares sold 201,404 1,054,357 Shares issued to shareholders in payment of distributions declared 110,742 113,335 Shares redeemed (1,271,678) (239,259) ---------- --------- Net increase (decrease) (959,532) 928,433 ========== ========= At December 31, 2003, two shareholders held of record approximately 67% and 14% of the total outstanding shares of the Fund. Investment activity of these shareholders could have a material impact on the Fund. (5) FEDERAL TAXES: As a regulated investment company qualified under Subchapter M of the Internal Revenue Code, the Fund is not subject to income taxes to the extent that it distributes all of its taxable income for its fiscal year. Dividends paid by the Fund from net interest earned on tax-exempt municipal bonds are not includable by shareholders as gross income for federal income tax purposes because the Fund intends to meet certain requirements of the Internal Revenue Code applicable to regulated investment companies which will enable the Fund to pay exempt-interest dividends. The tax basis components of distributable earnings and the federal tax cost as of December 31, 2003 were as follows: Unrealized appreciation $1,331,784 Unrealized depreciation (241,074) ---------- Net unrealized appreciation/depreciation 1,090,710 Undistributed ordinary income 540,053 Accumulated losses (14,719) Cost for federal income tax purposes $71,702,647 The Fund elected to defer to its fiscal year ending December 31, 2004 $15,732 of losses recognized during the period November 1, 2003 to December 31, 2003. 19 MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST STANDISH MELLON INVESTMENT GRADE BOND FUND NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- The tax character of distributions paid during the fiscal year ended December 31, 2003, was as follows: AMOUNT ---------- Distributions paid from: Ordinary income $3,867,494 Capital gains 279,033 (6) FINANCIAL INSTRUMENTS: In general, the following instruments are used for hedging purposes as described below. However, these instruments may also be used to seek to enhance potential gain in circumstances where hedging is not involved. The nature, risks and objectives of these instruments are set forth more fully in the Fund's Prospectus and Statement of Additional Information. The Fund may trade the following instruments with off-balance sheet risk: OPTIONS Call and put options give the holder the right to purchase or sell a security or currency or enter into a swap arrangement on a future date at a specified price. The Fund may use options to seek to hedge against risks of market exposure and changes in securities prices and foreign currencies, as well as to seek to enhance returns. Writing puts and buying calls tend to increase the Fund's exposure to the underlying instrument. Buying puts and writing calls tend to decrease the Fund's exposure to the underlying instrument, or hedge other Fund investments. Options, both held and written by the Fund, are reflected in the accompanying Statement of Assets and Liabilities at market value. The underlying face amount at value of any open purchased options is shown in the Schedule of Investments. This amount reflects each contract's exposure to the underlying instrument at period end. Losses may arise from changes in the value of the underlying instruments, if there is an illiquid secondary market for the contract or if the counterparty does not perform under the contract's terms. Premiums received from writing options which expire are treated as realized gains. Premiums received from writing options which are exercised or are closed are added to or offset against the proceeds or amount paid on the transaction to determine the realized gain or loss. Realized gains and losses on purchased options are included in realized gains and losses on investment securities, except purchased options on foreign currency which are included in realized gains and losses on foreign currency transactions. If a put option written by the Fund is exercised, the premium reduces the cost basis of the securities purchased by the Fund. The Fund, as writer of an option, has no control over whether the underlying securities may be sold (call) or purchased (put) and as a result bears the market risk of an unfavorable change in the price of the security underlying the written option. Exchange traded options are valued at the last sale price, or if no sales are reported, the last bid price for purchased options and the last ask price for written options. Options traded over-the-counter are valued using prices supplied by the dealers. A summary of the written put options for the year ended December 31, 2003 is as follows: WRITTEN PUT OPTION TRANSACTIONS ---------------------------------- NUMBER OF CONTRACTS PREMIUMS ------------------- ---------------- Outstanding, beginning of period 4 $ 86,013 Options written 20 166,809 Options expired (14) (98,499) Options closed (5) (114,519) --- --------- Outstanding, end of period 5 $ 39,804 === ========= 20 MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST STANDISH MELLON INVESTMENT GRADE BOND FUND NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- At December 31, 2003, the Fund held the following written put option contracts: SECURITY CONTRACTS VALUE ------------------------------------------------------------ --------- ------- UST 2.63% Put, Strike Price 95.13, 1/26/04 1 $ 102 UST 4.25% Put, Strike Price 99.81, 1/5/04 1 2,400 UST 4.25% Put, Strike Price 99.91, 1/15/04 1 5,457 UST 4.25% Put, Strike Price 100.22, 1/27/04 1 8,037 UST 4.25% Put, Strike Price 100.91, 1/20/04 1 10,188 ------- Total (premiums received $39,804) $26,184 ======= A summary of the written call options for the year ended December 31, 2003 is as follows: WRITTEN CALL OPTION TRANSACTIONS ----------------------------------- NUMBER OF CONTRACTS PREMIUMS ------------------- --------------- Outstanding, beginning of period 4 $ 27,179 Options written 18 90,232 Options expired (4) (26,652) Options closed (13) (64,534) --- -------- Outstanding, end of period 5 $ 26,225 === ======== At December 31, 2003, the Fund held the following written call option contracts: SECURITY CONTRACTS VALUE ------------------------------------------------------------ --------- ------- UST 2.63% Call, Strike Price 100.50, 1/26/04 1 $ 254 UST 4.25% Call, Strike Price 100.94, 1/20/04 1 2,190 UST 4.25% Call, Strike Price 100.81, 1/5/04 1 2,946 UST 4.25% Call, Strike Price 10.22, 1/27/04 1 4,887 UST 4.25% Call, Strike Price 99.91, 1/15/04 1 4,961 ------- Total (premiums received $26,225) $15,238 ======= At December 31, 2003, the Fund had segregated sufficient securities for open written options contracts. INTEREST RATE FLOORS Interest rate floors purchased by the Fund entitle the Fund to receive payments on a notional principal amount from the party selling such floor to the extent that a specified index falls below a predetermined interest rate amount. Credit and market risk exist with respect to these instruments. If forecasts of interest rates and other market factors are incorrect, investment performance will diminish compared to what performance would have been if these investment techniques were not used. Even if the forecasts are correct, there are risks that the positions may correlate imperfectly with the asset or liability being hedged, a liquid secondary market may not always exist, or a counterparty to a transaction may not perform. The Fund expects to enter these transactions primarily for hedging purposes including, but not limited to, preserving a return or spread on a particular investment or portion of its portfolio, protecting against currency fluctuations, as a duration management technique or protecting against an increase in the price of securities the Fund anticipates purchasing at a later date. Interest rate floors are marked-to-market daily based on quotations from market makers and the change, if any, is recorded as unrealized appreciation or depreciation in the Statement of Operations. Realized gains or losses from these agreements are disclosed in the Statement of Operations. At December 31, 2003, the Fund held no open interest rate floor agreements. 21 MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST STANDISH MELLON INVESTMENT GRADE BOND FUND NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- FUTURES CONTRACTS The Fund may enter into financial futures contracts for the delayed sale or delivery of securities or contracts based on financial indices at a fixed price on a future date. Pursuant to the margin requirements, the Fund deposits either cash or securities in an amount equal to a certain percentage of the contract amount. Subsequent payments are made or received by the Fund each day, depending on the daily fluctuations in the value of the underlying security, and are recorded for financial statement purposes as unrealized gains or losses by the Fund. There are several risks in connection with the use of futures contracts as a hedging device. The change in value of futures contracts primarily corresponds with the value of their underlying instruments or indices, which may not correlate with changes in the value of hedged investments. Buying futures tends to increase the Fund's exposure to the underlying instrument, while selling futures tends to decrease the Fund's exposure to the underlying instrument or hedge other Fund investments. In addition, there is the risk that the Fund may not be able to enter into a closing transaction because of an illiquid secondary market. Losses may arise if there is an illiquid secondary market or if the counterparties do not perform under the contract's terms. The Fund enters into financial futures transactions primarily to manage its exposure to certain markets and to changes in securities prices and foreign currencies. Gains and losses are realized upon the expiration or closing of the futures contracts. Futures contracts are valued at the quoted daily settlement prices established by the exchange on which they trade. At December 31, 2003, the Fund held the following financials futures contracts: UNDERLYING FACE CONTRACT POSITION EXPIRATION DATE AMOUNT AT VALUE UNREALIZED LOSS --------------------------------------------------------------------------------------------- U.S. 10 Year Note (5 contracts) Short 3/31/2004 $561,328 $(1,587) SWAP AGREEMENTS The Fund may invest in swap agreements. A swap is an agreement to exchange the return generated by one instrument for the return generated by another instrument. The Fund may enter into interest rate and credit default swap agreements to manage its exposure to interest rates and credit risk. Interest rate swap agreements involve the exchange by the Fund with another party of their respective commitments to pay or receive interest, e.g., an exchange of floating rate payments for fixed rate payments with respect to a notional amount of principal. In a credit default swap, one party makes a stream of payments to another party in exchange for the right to receive a specified return in the event of a default by a third party on its obligation. The Fund may use credit default swaps to provide a measure of protection against defaults of issuers (i.e., to reduce risk where the Fund owns or has exposure to the corporate or sovereign issuer) or to take an active long or short position with respect to the likelihood of a particular corporate or sovereign issuer's default. In connection with these agreements, cash or securities may be set aside as collateral in accordance with the terms of the swap agreement. The Fund earns interest on cash set aside as collateral. Swaps are marked to market daily based upon quotations from market makers and change in value, if any, is recorded as unrealized gain or loss in the Statement of Operations. These financial instruments are not actively traded on financial markets. The values assigned to these instruments are based upon the best available information and because of the uncertainty of the valuation, these values may differ significantly from the values that would have been realized had a ready market for these instruments existed, and differences could be material. Payments received or made from credit default swaps at the end of the measurement period are recorded as realized gain or loss in the Statement of Operations. Net payments of interest on interest rate swap agreements are included as part of interest income. Entering into these agreements, if any, involves, to varying degrees, elements of credit, market, and documentation risk in excess of the amounts recognized on the Statement of Assets and Liabilities. Such risks involve the possibility that there will be no liquid market for these agreements, that the counterparty to the agreements may default on its obligation to perform or disagree as to the meaning of contractual terms in the agreements, and that there may be unfavorable changes in interest rates. 22 MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST STANDISH MELLON INVESTMENT GRADE BOND FUND NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- At December 31, 2003, the Fund held the following open swap contract: EXPIRATION NET UNREALIZED NOTIONAL AMOUNT DATE DESCRIPTION APPRECIATION -------------------------------------------------------------------------------------------------- 950,000 USD 4/30/04 Agreement with Citigroup Global $10,148 Markets, Inc., dated 10/30/03 to pay the notional amount multiplied by the 1 month LIBOR adjusted by a specified spread and receive the notional amount multiplied by the total return of The Lehman Brothers, Inc. AAA 8.5 year Commercial MBS Index. (7) SECURITY LENDING: The Fund may lend its securities to financial institutions which the Fund deems to be creditworthy. The loans are collateralized at all times with cash or securities with a market value at least equal to the market value of the securities on loan. The market value of securities loaned is determined daily and any additional required collateral is allocated to the Fund on the next business day. For the duration of a loan, the Fund receives the equivalent of the interest or dividends paid by the issuer on the securities loaned and also receives compensation from the investment of the collateral. As with other extensions of credit, the Fund bears the risk of delay in recovery or even loss of rights in its securities on loan should the borrower of the securities fail financially or default on its obligations to the Fund. In the event of borrower default, the Fund generally has the right to use the collateral to offset losses incurred. The Fund may incur a loss in the event it was delayed or prevented from exercising its rights to dispose of the collateral. The Fund also bears the risk in the event that the interest and/or dividends received on invested collateral is not sufficient to meet the Fund's obligations due on the loans. The Fund loaned securities during the year ended December 31, 2003 resulting in security lending income. At December 31, 2003, the Fund had no securities on loan. (8) DELAYED DELIVERY TRANSACTIONS: The Fund may purchase or sell securities on a when-issued, delayed delivery or forward commitment basis. This Fund segregates securities having a value at least equal to the amount of the purchase commitment. The Fund may enter into to be announced ("TBA") purchase commitments to purchase securities for a fixed unit price at a future date beyond customary settlement time. Although the unit price has been established, the principal value has not been finalized. However, the amount of the commitments will not fluctuate more than 0.01% from the principal amount. The Fund holds, and maintains until settlement date, cash or high-grade debt obligations in an amount sufficient to meet the purchase price, or the Fund may enter into offsetting contracts for the forward sale of other securities it owns. Income on the securities will not be earned until settlement date. TBA purchase commitments may be considered securities in themselves, and involve a risk of loss if the value of the security to be purchased declines prior to the settlement date, which risk is in addition to the risk of the decline in the value of the Fund's other assets. Unsettled TBA purchase commitments are valued at the current market value of the underlying securities, according to the procedures described under "Investment security valuations" above. The Fund may enter into TBA sale commitments to hedge its portfolio positions. Proceeds of TBA sale commitments are not received until the contractual settlement date. During the time a TBA sale commitment is outstanding, an offsetting TBA purchase commitment deliverable is held as "cover" for the transaction. Unsettled TBA sale commitments are valued at the current market value of the underlying securities, generally according to the procedures described under "Investment security valuations" above. The contract is "marked-to- market" daily and the change in market value is recorded by the Fund as an unrealized gain or loss. If the TBA sale commitment is closed through the acquisition of an offsetting purchase commitment, the Fund realizes a gain or loss from the sale of the securities based upon the unit price established at the date the commitment was entered into. See the Schedule of Investments for outstanding delayed delivery contracts. 23 REPORT OF INDEPENDENT AUDITORS To the Trustees of Mellon Institutional Funds Investment Trust and the Shareholders of Standish Mellon Investment Grade Bond Fund: In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Mellon Institutional Funds Investment Trust: Standish Mellon Investment Grade Bond Fund (formerly, Standish Investment Grade Bond Fund) (the "Fund") at December 31, 2003, and the results of its operations, the changes in its net assets and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2003 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion. PricewaterhouseCoopers LLP Boston, Massachusetts February 20, 2004 24 TRUSTEES AND OFFICERS The following table lists the Trust's trustees and officers; their address and date of birth; their position with the Trust; the length of time holding that position with the Trust; their principal occupation(s) during the past five years; the number of portfolios in the fund complex they oversee; and other directorships they hold in companies subject to registration or reporting requirements of the Securities Exchange Act of 1934 (generally called "public companies") or in registered investment companies as of December 31, 2003. The Trust's Statement of Additional Information includes additional information about the Trust's trustees and is available, without charge, upon request by writing Mellon Institutional Funds at P.O. Box 8585, Boston, MA 02266-8585 or calling toll free 1-800-221-4795. The same persons serve as trustees and officers of the Portfolio Trust in the same capacities. INDEPENDENT TRUSTEES NUMBER OF PRINCIPAL PORTFOLIOS IN OTHER NAME, TERM OF OFFICE OCCUPATION(S) FUND COMPLEX DIRECTORSHIPS ADDRESS, AND POSITION(S) AND LENGTH OF DURING PAST OVERSEEN BY HELD BY DATE OF BIRTH HELD WITH TRUST TIME SERVED 5 YEARS TRUSTEE TRUSTEE - ------------------------------------------------------------------------------------------------------------------------------ Samuel C. Fleming Trustee Trustee since Chairman of the 28 None c/o Decision 11/3/1986 Board and Chief Resources, Inc. Executive Officer, 260 Charles Street Decision Resources, Waltham, MA 02453 Inc. 9/30/40 Caleb Loring III Trustee Trustee since Trustee, Essex 28 None c/o Essex Street 11/3/1986 Street Associates Associates (family investment 400 Essex Street trust office) Beverly, MA 01915 11/14/43 Benjamin M. Friedman Trustee Trustee since William Joseph 28 None c/o Harvard University 9/13/1989 Maier, Professor of Cambridge, MA 02138 Political Economy, 8/5/44 Harvard University John H. Hewitt Trustee Trustee since Trustee, Mertens 28 None P.O. Box 233 11/3/1986 House, Inc. Trustee New London, NH 03257 and Chairman of the 4/11/35 Board, Visiting Nurse Alliance of Vermont & New Hampshire. INTERESTED TRUSTEES NUMBER OF PRINCIPAL PORTFOLIOS IN OTHER NAME, TERM OF OFFICE OCCUPATION(S) FUND COMPLEX DIRECTORSHIPS ADDRESS, AND POSITION(S) AND LENGTH OF DURING PAST OVERSEEN BY HELD BY DATE OF BIRTH HELD WITH TRUST TIME SERVED 5 YEARS OFFICER OFFICER - ------------------------------------------------------------------------------------------------------------------------------ Patrick J. Sheppard Trustee, President Since 2003 Senior Vice 28 None c/o Standish Mellon Asset and Chief President and Chief Management Company LLC, Executive Officer Operating Officer, One Boston Place Mellon Institutional Boston, MA 02108 Asset Management; 7/24/65 formerly Vice President and Chief Financial Officer, Mellon Institutional Asset Management 25 PRINCIPAL OFFICERS WHO ARE NOT TRUSTEES NUMBER OF PRINCIPAL PORTFOLIOS IN OTHER NAME, TERM OF OFFICE OCCUPATION(S) FUND COMPLEX DIRECTORSHIPS ADDRESS, AND POSITION(S) AND LENGTH OF DURING PAST OVERSEEN BY HELD BY DATE OF BIRTH HELD WITH TRUST TIME SERVED 5 YEARS OFFICER OFFICER - ------------------------------------------------------------------------------------------------------------------------------ Barbara A. McCann Secretary Secretary since 2003 Senior Vice 28 None c/o Standish Mellon Asset President and Head Management, of Operations, One Boston Place Mellon Institutional Boston, MA 02108 Asset Management, 2/20/61 formerly First Vice President, Mellon Institutional Asset Management and Mellon Global Investments Steven M. Anderson Vice President and Vice President since Vice President and 28 None c/o Standish Mellon Asset Treasurer 1999; Treasurer Mutual Funds Management, since 2002 Controller, Standish One Boston Place Mellon Asset Boston, MA 02108 Management; formerly 7/14/65 Assistant Vice President and Mutual Funds Controller, Standish Mellon Asset Management Denise B. Kneeland Assistant Vice Since 1996 Vice President and 28 None c/o Standish Mellon Asset President Manager, Mutual Management, Funds Operations, One Boston Place Standish Mellon Boston, MA 02108 Asset Management 8/19/51 Lisa Kane Assistant Vice Since 1999 Vice President and 28 None c/o Standish Mellon Asset President Client Service Management, Professional, One Boston Place Standish Mellon Boston, MA 02108 Asset Management 6/25/70 Cara E. Hultgren, Assistant Vice Since 2001 Assistant Manager, 28 None c/o Standish Mellon Asset President Mutual Fund Management, Operations since One Boston Place 1999; Shareholder Boston, MA 02108 Representative, 1/19/71 Standish Mellon Asset Management Scott Simonds, Assistant Vice Since 2002 Compliance Analyst, 28 None c/o Standish Mellon Asset President Boston Partners; Management, Fund Accountant, One Boston Place Mellon Financial Boston, MA 02108 Corp. 8/17/60 A description of the policies and procedures that the fund uses to determine how to vote proxies relating to portfolio securities is available (i) without charge, upon request, by calling toll free 1-800-221-4795, (ii) on the fund's website at http://www.melloninstituionalfunds.com, and (iii) on the Securities and Exchange Commission's website at http://www.sec.gov. 26 [Logo] Mellon -------------------------- Mellon Institutional Funds One Boston Place Boston, MA 02108-4408 800.221.4795 www.melloninstitutionalfunds.com Standish Mellon Opportunistic High Yield Fund Financial Statements for the Year Ended December 31, 2003 [Logo] Mellon -------------------------- Mellon Institutional Funds [Logo] Mellon -------------------------- Mellon Institutional Funds February 28, 2004 Dear Mellon Institutional Fund Shareholder: Enclosed you will find your Fund's annual report for the fiscal year ended December 31, 2003. In 2003 we experienced a return to risk-taking in the financial markets. It's worth recalling that for most of 2002, market sentiment was notably bearish, characterized by a flight to quality. Indeed, the first half of 2002 produced the worst six-month performance for the S&P 500 Index in more than 30 years, with a loss of almost 14%. In contrast, during 2003, the greatest gains were made by the stock market and the lowest-rated corporate debt. The S&P 500 gained 22%, while the Merrill Lynch C-Rated High Yield Index advanced 42%. In keeping with the risk-taking trend, small cap stocks, as measured by the Russell 2000 Index, advanced 45%. International stocks also have enjoyed a healthy rebound, advancing 17%, as measured by the MSCI EAFE Index. In comparison, intermediate U.S. Treasuries had a total return of just 2%, after providing a total return of 12% in 2002, as measured by the Lehman Treasury Index. The financial markets were reacting to the increasing strength of the economy. After several sluggish quarters, economic activity in the U.S. accelerated in the summer months and remains strong. The sources of strength include a) continuing monetary ease that has induced substantial mortgage refinancing and housing activity, b) Federal fiscal stimulus from large new tax cuts and sharp increases in defense spending, and c) a gradual improvement in business capital spending after many quarters of stagnation. Sluggish spots to date include inventory investment, state and local spending, net exports and employment, although some of these sectors show signs of much-awaited improvement. The renewal of economic strength has created a schizophrenic year for the bond markets. Until late June, the market's tone had been set by an expectation of continued sluggish growth. In June, the Fed made explicit its intent to keep short-term interest rates low for a "considerable period." But the Fed announcement was perceived as a disappointment by the market, which promptly caused a sharp summer selloff in bonds. In September, bonds recouped some of their losses, as market participants felt the selloff had been overdone. At its most recent meeting, the Fed edged closer to a less accommodative stance in dropping the "considerable period" language. Instead, the Fed said it "can be patient" in not raising rates until signs of inflation become evident. The yield curve remains very steep, influenced by the Fed at the short end, but with the intermediate maturities under pressure from the large volume of Treasury financing in that sector. With the recent bump in yields and inflation still relatively quiescent, real interest rates have increased to the lower end of what have been the historic norms. Mellon Funds Distributor, L.P. P.O. Box 51407 o Boston, MA 02205-1407 (800) 221-4795 Toll Free o (617) 350-0042 Fax A Mellon Financial Company. (SM) 1 Looking ahead, it is clear that there are some serious distortions and imbalances in world economies including structural problems in Japan and core Europe, the U.S. current account deficit, and the leverage in the consumer balance sheet. It is impossible to predict when these restraints might undermine economic activity, but the latter part of 2004 or the year 2005 could be a period of vulnerability when there will be a loss of incremental fiscal stimulus as well as the lagged effect of higher interest rates. Nevertheless, the near term economic outlook has brightened, business activity has some significant momentum which should carry over into 2004. The result should be favorable growth, especially in business investment. We expect inflation to remain modest and corporate profit growth to be reasonably strong. We wish to thank you for your business and confidence in Mellon Institutional Funds. Please feel free to contact us with questions or comments. Sincerely, /s/ Patrick J. Sheppard Patrick J. Sheppard Mellon Funds Distributor, L.P. P.O. Box 51407 o Boston, MA 02205-1407 (800) 221-4795 Toll Free o (617) 350-0042 Fax A Mellon Financial Company. (SM) 2 STANDISH MELLON OPPORTUNISTIC HIGH YIELD BOND FUND Management Discussion and Analysis December 2003 Performance Just when it looked like the high yield market might settle down and glide through the last month of the year, bond prices moved sharply higher during December. December's monthly return was one of seven that exceeded 2% and high yield finished with its best year since 1991. For the month the Standish Mellon Opportunistic High Yield Fund returned 2.32%, modestly topping the 2.26% return of the benchmark Lehman High Yield Index. The Fund had a total return in 2003 of 21.77%, which underperformed the Index mark of 28.97%. The high yield asset class was the star of the fixed income market in 2003 as it significantly outperformed most competitors, with Emerging Markets coming the closest at 26.93%. High yield outperformed the Lehman Aggregate Index (+4.1% 2003 total return) by almost 23%. From a quality perspective the return pattern for December mirrored the one that held steady throughout the year: outperformance by the most speculative securities. In December, CCC and Ca thru D rated securities returned 3.43% and 3.58% respectively. The B sector was next at 2.34% and BB's followed along at 1.54%. The story for the year, as we have related repeatedly, was the same but on a much bigger scale. Lehman's Ca and defaulted bond subindex returned 86.29% for the year while CCC's were next in line with a stunning +60.23%. The more mainstream rating sectors had strong but much lower returns with B's gaining 26.59% and BB's rising 19.95%. Two of the outcomes from all this performance are worth noting: the average dollar price of bonds in the Index is nearly 103 (CCC's alone are over 94) and CCC and lower rated bonds represent 18%-20% of the market value of every broad high yield index. On an industry basis December's outperforming sectors were led by a price recovery in steel (+9.21%) and late in the month gains from the cable sector (+4.28%). Again, the standout under-performing sector (a small component of the total market at 0.7%) was textile/apparel, which fell a further 2.09% during the month largely due to further price deterioration in Levi's securities. For the year, apparel/textile is the only sector reporting a negative total return at - -3.85%. Interestingly, only one other market sector has a YTD total return of less than 10%: steel at +9.91%, almost all of which came in December. Combined, these two laggard sectors represent less than 1.5% of the high yield universe. With lower quality bonds dominating returns in 2003, it follows that the industry classifications containing a concentration of those lower priced/higher-yielding securities would provide the bulk of outperformance. The top performing industries were electric utilities (+52.29%), telecommunications (+46.77%), cable TV (+46.03%, a large share from Charter) and technology (+41.44%). All of these industries represent large components of the high yield index universe, with each exceeding a 3.5% share, and in total they represent about 28% of the asset class's market value. 3 Despite the huge returns in these four industries, fundamental credit improvement within them was not universally observed. A return of capital market access did solve almost all near term liquidity problems for many companies. But notable large issuers such as Calpine, Charter Communications, Level Three Communications, Lucent Technologies and Qwest Communications still face enormous competitive threats and business execution issues. We have had limited or zero exposure to these companies. In examining the performance of the Standish Mellon Opportunistic High Yield Fund against the benchmark, the major discrepancy was caused by the huge returns from credit situations that were stressed and at low dollar prices starting the year. Our higher-quality strategy and concentration on cash flow generating B and BB credits was not a recipe for outperformance in 2003. Although we avoided what few credit problems did occur, the sectors that did poorly were not material parts of the universe. Also, positive performance opportunities from security selection standpoint were limited to a fairly small list of industries: of the 37 industry classifications defined in the Merrill Lynch Master Index only six had returns above the overall return of the Index. Of the four big outperforming sectors listed above, the Fund's portfolio had a large overweight in the utility area; particularly in the asset-value rich pipeline operating subsidiaries. Our exposure to the other three was limited primarily due to fundamental credit concerns and, in the case of Qwest, a lack of audited financial statements upon which to base a credit opinion. Market Environment The market commentary surrounding the huge cash flows in the market remains the same and is substantially repeated below. High yield mutual fund flows continued to be positive as over $1 billion was allocated in December thus increasing 2003 inflows to $27 billion. As a back of the envelope demonstration of the technical strength of the asset class, consider that in 2003 the high yield market had approximately $121 billion in new issuance. A bit less than half of that total was in the form of refinancings and as such does not represent net new issuance. Against the roughly $70 billion in net new issuance, sources of cash for the market include about $50 billion in high yield coupon income, the aforementioned $27 billion in mutual fund flows plus all institutional, hedge fund and insurance company commitments not flowing to reporting mutual funds. Wall Street of course has a ready answer for this situation: more high yield paper. As the search for potential issuers widens and portfolio managers continue to search for any new opportunity with yield, the quality of the new issuance has declined precipitously. The average ratings of new deals have fallen and CCC new issues have become a regular occurrence. Other anecdotal signs of quality decline include: the return of zero-coupon issues, new deals of less than $100 million, paper from industries such as sub-prime finance, shipping, European cable and CLECs all of which were effectively banished from the high yield primary market due to horrific default rates. 4 Portfolio Strategy and Outlook Seemingly ever-higher high yield bond prices continue to be supported by high levels of investor liquidity and improving trends in defaults and ratings actions. The burning questions now are: what is likely to change this situation and when might the change occur? Our feeling is that although spreads on high yield securities have declined, the asset class continues to offer attractive return opportunities relative to other higher quality fixed income options, particularly if the default experience continues to decline. High yield investments to be avoided, therefore, are ones that may experience credit stress. That statement sounds obvious, but the behavior of the market is just the opposite -- there is a huge thirst for risk and yield, and performance in 2003 was dominated by the price recovery of the most stressed situations. We intend to invest based on sensible risk reward from a credit standpoint. We believe that the credit stress associated with the risky crop of issues priced in the past six months will occur sometime in the next 18 to 36 months. Also, companies that were facing liquidity and capital market access difficulties were bailed out in 2003 but many of those companies also have significant business challenges that have not been addressed or improved. When investors begin to fear the possibility that those business issues will not be solved those credits will suffer. The other timing consideration that will impact the market will occur when high yield buyers feel that, despite excess portfolio cash, it is time to sell the new issues from weak credits that were purchased in a hot market. That exercise will be the high yield portfolio management guessing game in 2004 for those who are currently aggressively invested. /s/ Michael Tucker /s/ Jonathan Uhrig Michael Tucker Jonathan Uhrig 5 - -------------------------------------------------------------------------------- Mellon Institutional Funds Investment Trust Standish Mellon Opportunistic High Yield Fund Comparison of Change in Value of $100,000 Investment in Standish Mellon Opportunistic High Yield Fund and the Lehman High Yield Index [The following data was represented as a line chart in the printed material]. Standish Mellon Opportunistic Lehman High High Yield Fund Yield Index 100,000 100,000 98,200 98,755 98,700 100,533 95,149 97,714 96,368 99,152 96,826 100,322 91,485 93,579 94,274 95,894 97,890 99,392 97,089 98,987 2002 97,802 99,676 97,149 98,285 98,698 100,650 99,665 102,219 99,605 101,691 96,486 94,194 95,008 90,079 96,979 92,647 96,901 91,431 97,277 90,634 101,608 96,247 102,988 97,593 2003 104,822 100,842 106,132 102,086 108,523 105,022 113,328 111,254 114,665 112,402 117,131 115,636 115,503 114,364 116,323 115,679 118,905 118,841 121,117 121,241 122,570 123,080 125,414 125,866 ----------------------------- Average Annual Total Return (for period ended 12/31/2003) ----------------------------- Since Inception 1 Year 04/02/2001 ------ ---------- 21.77% 8.58% ----------------------------- Must be preceded or accompanied by a prospectus which contains more complete information and should be read carefully before investing. Copyright 2003, Mellon Funds Distributor, L.P. Member, NASD. The investment return and principal value of an investment will fluctuate, and an investor's shares, when redeemed, may be worth more or less than their original cost. Past performance is not predictive of future performance. - -------------------------------------------------------------------------------- 6 MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST STANDISH MELLON OPPORTUNISTIC HIGH YIELD FUND STATEMENT OF ASSETS AND LIABILITIES DECEMBER 31, 2003 - -------------------------------------------------------------------------------- ASSETS Investments, at value (Note 1A) (identified cost, $39,036,191) $41,873,727 Cash 12,978 Interest and dividends receivable 781,720 Prepaid expenses 3,525 ----------- Total assets 42,671,950 LIABILITIES Payable for investments purchased $ 204,342 Unrealized depreciation on forward foreign currency exchange contracts (Note 6) 74,895 Distributions payable 490,196 Payable for open swap contracts (Note 6) 11,438 Accrued accounting, custody and transfer agent fees 14,165 Accrued trustees' fees and expenses (Note 2) 1,349 Accrued expenses and other liabilities 32,207 ------- Total liabilities 828,592 ----------- NET ASSETS $41,843,358 =========== NET ASSETS CONSIST OF: Paid-in capital $57,739,304 Accumulated net realized loss (18,542,675) Distributions in excess of net investment income (94,915) Net unrealized appreciation 2,741,644 ----------- TOTAL NET ASSETS $41,843,358 =========== SHARES OF BENEFICIAL INTEREST OUTSTANDING 2,371,799 =========== NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE (Net Assets/Shares outstanding) $ 17.64 =========== The accompanying notes are an integral part of the financial statements. 7 MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST STANDISH MELLON OPPORTUNISTIC HIGH YIELD FUND STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2003 - -------------------------------------------------------------------------------- INVESTMENT INCOME (NOTE 1C) Interest income (including securities lending income of $9,273 (Note 7)) $2,969,387 Dividend income 41,035 ---------- Total investment income 3,010,422 EXPENSES Investment advisory fee (Note 2) $ 148,664 Accounting, custody, and transfer agent fees 122,446 Legal and audit services 37,414 Insurance expense 9,605 Registration fees 6,675 Trustees' fees and expenses (Note 2) 5,102 Miscellaneous 7,389 ---------- Total expenses 337,295 Deduct: Waiver of investment advisory fee (Note 2) (148,664) Reimbursement of Fund operating expenses (Note 2) (151,462) ---------- Total expense deductions (300,126) ---------- Net expenses 37,169 ---------- Net investment income 2,973,253 ---------- REALIZED AND UNREALIZED GAIN (LOSS) Net realized gain (loss) Investment security transactions 1,712,319 Swap contracts (25,367) Foreign currency transactions and forward foreign currency exchange contracts (256,621) ---------- Net realized gain 1,430,331 Change in unrealized appreciation (depreciation) Investment securities 2,904,188 Swap contracts 6,790 Foreign currency and forward foreign currency exchange contracts (35,613) ---------- Change in net unrealized appreciation (depreciation) 2,875,365 ---------- Net realized and unrealized gain 4,305,696 ---------- NET INCREASE IN NET ASSETS FROM OPERATIONS $7,278,949 ========== The accompanying notes are an integral part of the financial statements. 8 MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST STANDISH MELLON OPPORTUNISTIC HIGH YIELD FUND STATEMENTS OF CHANGES IN NET ASSETS - -------------------------------------------------------------------------------- YEAR ENDED YEAR ENDED DECEMBER 31, 2003 DECEMBER 31, 2002 ----------------- ----------------- INCREASE (DECREASE) IN NET ASSETS FROM INVESTMENT OPERATIONS Net investment income $ 2,973,253 $ 4,194,742 Net realized gain (loss) 1,430,331 (2,028,022) Change in net unrealized appreciation (depreciation) 2,875,365 222,184 ------------ ------------ Net increase in net assets from investment operations 7,278,949 2,388,904 ------------ ------------ DISTRIBUTIONS TO SHAREHOLDERS (NOTE 1E) From net investment income (3,206,052) (4,225,040) Return of capital -- (19,173) ------------ ------------ Total distributions to shareholders (3,206,052) (4,244,213) ------------ ------------ FUND SHARE (PRINCIPAL) TRANSACTIONS (NOTE 4) Net proceeds from sale of shares 30,966,852 25,641,775 Value of shares issued to shareholders in payment of distributions declared 2,344,012 4,167,850 Cost of shares redeemed (34,572,371) (35,115,590) ------------ ------------ Net decrease in net assets from Fund share transactions (1,261,507) (5,305,965) ------------ ------------ TOTAL INCREASE (DECREASE) IN NET ASSETS 2,811,390 (7,161,274) NET ASSETS At beginning of year 39,031,968 46,193,242 ------------ ------------ At end of year (including distributions in excess of net investment income of $94,915 and $42,241) $ 41,843,358 $ 39,031,968 ============ ============ The accompanying notes are an integral part of the financial statements. 9 MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST STANDISH MELLON OPPORTUNISTIC HIGH YIELD FUND FINANCIAL HIGHLIGHTS - -------------------------------------------------------------------------------- YEAR ENDED FOR THE PERIOD DECEMBER 31, APRIL 2, 2001 ---------------- (COMMENCEMENT OF OPERATIONS) 2003 2002 TO DECEMBER 31, 2001 ------- ------- ---------------------------- NET ASSET VALUE, BEGINNING OF YEAR $ 15.72 $ 16.36 $ 20.00 ------- ------- ------- FROM INVESTMENT OPERATIONS: Net investment income(1)* 1.36 1.41 1.34 Net realized and unrealized gain (loss) on investments 1.97 (0.46) (1.93) ------- ------- ------- Total from investment operations 3.33 0.95 (0.59) ------- ------- ------- LESS DISTRIBUTIONS TO SHAREHOLDERS: From net investment income (1.41) (1.58) (2.98) From tax return of capital -- (0.01) (0.07) ------- ------- ------- Total distributions to shareholders (1.41) (1.59) (3.05) ------- ------- ------- NET ASSET VALUE, END OF YEAR $ 17.64 $ 15.72 $ 16.36 ======= ======= ======= TOTAL RETURN+++ 21.77% 6.07% (2.91)%++ RATIOS/SUPPLEMENTAL DATA: Expenses (to average daily net assets)* 0.10% 0.10% 0.10%+ Net Investment Income (to average daily net assets)* 8.00% 8.78% 9.46%+ Portfolio Turnover 133% 121% 191%++ Net Assets, End of Year (000's omitted) $41,843 $39,032 $46,193 - ----------------- * For the periods indicated, the investment adviser voluntarily agreed not to impose any of its investment advisory fee and reimbursed the Fund for a portion of its operating expenses. If this voluntary action had not been taken, the investment income per share and the ratios would have been: Net investment income per share(1) $ 1.22 $ 1.31 $ 1.28 Ratios (to average daily net assets): Expenses 0.91% 0.73% 0.54%+ Net investment income 7.19% 8.15% 9.02%+ (1) Calculated based on average shares outstanding. + Computed on an annualized basis. ++ Not annualized. +++ Total return would have been lower in the absence of fee waivers and expense limitations. The accompanying notes are an integral part of the financial statements. 10 MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST STANDISH MELLON OPPORTUNISTIC HIGH YIELD FUND SCHEDULE OF INVESTMENTS - DECEMBER 31, 2003 - -------------------------------------------------------------------------------- PAR VALUE SECURITY RATE MATURITY VALUE (NOTE 1A) - -------------------------------------------------------------------------------------------------------------- BONDS AND NOTES -- 95.8% ASSET BACKED -- 0.1% South Carolina Tobacco Settlement Authority 6.000% 05/15/2022 USD 50,000 $ 47,791 -------- Total Asset Backed (Cost $44,260) 47,791 -------- CONVERTIBLE CORPORATE BONDS -- 0.9% CenterPoint Energy, Inc. 144A CVT 2.875% 01/15/2024 55,000 55,894 Lam Research Corp. CVT 4.000% 06/01/2006 135,000 138,375 Royal Caribbean Cruises Step Up Notes CVT(a) 0.000% 05/18/2021 225,000 130,500 Xcel Energy, Inc. 144A CVT 7.500% 11/21/2007 40,000 62,050 -------- Total Convertible Corporate Bonds (Cost $332,102) 386,819 -------- CORPORATE -- 79.0% BANKING -- 1.4% Chevy Chase Bank Sub Notes 6.875% 12/01/2013 575,000 589,375 -------- BASIC INDUSTRY -- 11.1% Berry Plastics Corp. 144A Senior Sub Notes 10.750% 07/15/2012 55,000 63,319 Boise Cascade Co. Senior Notes 6.500% 11/01/2010 90,000 93,884 Corn Products International, Inc. Senior Notes 8.250% 07/15/2007 75,000 82,125 Corrections Corp. of America Senior Notes 7.500% 05/01/2011 30,000 31,500 Crown Cork & Seal Co., Inc. 7.375% 12/15/2026 100,000 90,375 Crown Cork & Seal Co., Inc. 8.000% 04/15/2023 250,000 233,750 CSC Holdings, Inc. 7.875% 12/15/2007 100,000 105,500 CSC Holdings, Inc. Senior Notes 8.125% 07/15/2009 385,000 413,875 Earle M. Jorgensen Co. 9.750% 06/01/2012 100,000 111,000 Equistar Chemical/Funding 10.125% 09/01/2008 190,000 208,050 Equistar Chemicals LP Senior Notes 10.625% 05/01/2011 15,000 16,575 Freeport-McMoRan Copper & Gold, Inc. 144A Senior Notes 10.125% 02/01/2010 75,000 86,437 Georgia-Pacific Corp. 8.875% 02/01/2010 75,000 85,500 Georgia-Pacific Corp. 144A Senior Notes 8.000% 01/15/2024 300,000 306,000 Georgia-Pacific Corp. Senior Notes 7.375% 07/15/2008 220,000 236,500 Great Lakes Dredge & Dock Co. 144A Senior Sub Notes 7.750% 12/15/2013 115,000 118,306 Kansas City Southern 7.500% 06/15/2009 100,000 102,500 Kraton Polymers LLC 144A Senior Sub Notes 8.125% 01/15/2014 15,000 15,600 Nalco Co. 7.750% 11/15/2011 100,000 129,930 Nalco Co. 144A Senior Notes 7.750% 11/15/2011 175,000 187,250 National Waterworks, Inc. Series B 10.500% 12/01/2012 55,000 61,462 Norcraft Co. 144A Senior Sub Notes 9.000% 11/01/2011 40,000 43,200 Owens-Brockway Glass Container, Inc. 7.750% 05/15/2011 55,000 59,056 Owens-Illinois, Inc. 7.500% 05/15/2010 210,000 215,512 Pinnacle Partners 144A Senior Notes 8.830% 08/15/2004 135,000 139,894 Silgan Holdings, Inc. 144A Senior Sub Notes 6.750% 11/15/2013 85,000 85,212 Steel Dynamics, Inc. 9.500% 03/15/2009 200,000 222,000 Texas Industries, Inc. Senior Notes 10.250% 06/15/2011 210,000 237,300 US Steel Corp. Senior Notes 9.750% 05/15/2010 115,000 129,375 Westlake Chemical Corp. 144A 8.750% 07/15/2011 160,000 175,200 Williams Cos., Inc. 7.875% 09/01/2021 150,000 158,250 The accompanying notes are an integral part of the financial statements. 11 MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST STANDISH MELLON OPPORTUNISTIC HIGH YIELD FUND SCHEDULE OF INVESTMENTS - DECEMBER 31, 2003 - -------------------------------------------------------------------------------- PAR VALUE SECURITY RATE MATURITY VALUE (NOTE 1A) - -------------------------------------------------------------------------------------------------------------- BASIC INDUSTRY (CONTINUED) Williams Cos., Inc. 7.625% 07/15/2019 USD 225,000 $ 235,406 Williams Cos., Inc. Senior Notes 8.625% 06/01/2010 70,000 78,575 Williams Cos., Inc. Series A 7.500% 01/15/2031 100,000 101,250 ---------- 4,659,668 ---------- CAPITAL GOODS -- 5.1% Alliant Techsystems, Inc. 8.500% 05/15/2011 100,000 110,000 Allied Waste Industries, Inc. 8.875% 04/01/2008 250,000 280,000 Allied Waste Industries, Inc. 9.250% 05/01/2021 200,000 221,250 Allied Waste Industries, Inc. 10.000% 08/01/2009 335,000 361,800 Allied Waste Industries, Inc. Series B 8.500% 12/01/2008 70,000 77,875 Esterline Technologies Corp. 144A Senior Sub Notes 7.750% 06/15/2013 70,000 75,250 K&F Industries, Inc. Senior Sub Notes 9.625% 12/15/2010 65,000 72,881 Kinetic Concepts, Inc. 144A Senior Sub Notes 7.375% 05/15/2013 140,000 144,200 Smurfit-Stone Container Corp. 8.250% 10/01/2012 160,000 173,600 SPX Corp. Senior Notes 6.250% 06/15/2011 55,000 56,512 SPX Corp. Senior Notes 7.500% 01/01/2013 315,000 342,562 Stone Container Corp. 144A 11.500% 08/15/2006 65,000 68,250 Stone Container Corp. Senior Notes 8.375% 07/01/2012 145,000 157,325 ---------- 2,141,505 ---------- COMMUNICATIONS -- 3.9% ACC Escrow Corp. 144A Senior Notes 10.000% 08/01/2011 90,000 100,350 Block Communications, Inc. 9.250% 04/15/2009 400,000 430,000 CBD Media LLC 144A Senior Sub Notes 8.625% 06/01/2011 230,000 253,000 Fairpoint Communications, Inc. Senior Notes 11.875% 03/01/2010 55,000 64,075 Nextel Communications, Inc. Senior Notes 6.875% 10/31/2013 350,000 370,125 Qwest Corp. 6.875% 09/15/2033 115,000 109,250 Salem Communciations Corp. Senior Sub Notes 7.750% 12/15/2010 280,000 291,900 ---------- 1,618,700 ---------- CONSUMER CYCLICAL -- 23.8% Advanced Accessory Systems LLC Senior Notes 10.750% 06/15/2011 235,000 258,794 American Media Operations, Inc. Series B 10.250% 05/01/2009 125,000 133,281 Ameristar Casinos, Inc. 10.750% 02/15/2009 400,000 460,000 Argosy Gaming Co. 10.750% 06/01/2009 993,000 1,072,440 Chumash Casino & Resort 144A Senior Notes 9.000% 07/15/2010 280,000 309,400 Cinemark USA, Inc. Senior Sub Notes 9.000% 02/01/2013 75,000 84,375 Coast Hotels & Casino, Inc. 9.500% 04/01/2009 465,000 491,737 Dex Media Finance, Inc. 144A Senior Notes 8.500% 08/15/2010 85,000 94,669 Dex Media Finance, Inc. 144A Senior Sub Notes 9.875% 08/15/2013 85,000 98,812 DirecTV Holdings LLC Senior Notes 8.375% 03/15/2013 361,000 418,760 Dominos, Inc. 144A Senior Sub Notes 8.250% 07/01/2011 105,000 112,481 Echostar DBS Corp. 144A Senior Notes 5.750% 10/01/2008 395,000 399,444 Echostar DBS Corp. Senior Notes 9.125% 01/15/2009 131,000 146,556 Entercom Communications Corp. 7.625% 03/01/2014 50,000 53,687 Entravision Communications Corp. 8.125% 03/15/2009 250,000 267,500 Gaylord Entertainment Co. 144A Senior Notes 8.000% 11/15/2013 40,000 42,200 HMH Properties, Inc. 7.875% 08/01/2008 260,000 270,400 The accompanying notes are an integral part of the financial statements. 12 MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST STANDISH MELLON OPPORTUNISTIC HIGH YIELD FUND SCHEDULE OF INVESTMENTS - DECEMBER 31, 2003 - -------------------------------------------------------------------------------- PAR VALUE SECURITY RATE MATURITY VALUE (NOTE 1A) - -------------------------------------------------------------------------------------------------------------- CONSUMER CYCLICAL (CONTINUED) Horseshoe Gaming Holding Corp. 8.625% 05/15/2009 USD 190,000 $ 200,687 Isle of Capri Casinos 8.750% 04/15/2009 195,000 204,750 John Q Hamons Hotels, Inc. Series B 8.875% 05/15/2012 235,000 259,087 Keystone Automotive Operations, Inc. 144A Senior Sub Notes 9.750% 11/01/2013 80,000 86,000 Lamar Media Corp. 7.250% 01/01/2013 20,000 21,500 Mohegan Tribal Gaming Authority Senior Notes 8.375% 07/01/2011 580,000 632,200 Mohegan Tribal Gaming Authority Senior Sub Notes 8.000% 04/01/2012 25,000 27,062 Mohegan Tribal Gaming Authority Senior Sub Notes 8.125% 01/01/2006 864,000 930,960 Moore North America Finance, Inc. 144A Senior Notes 7.875% 01/15/2011 180,000 203,850 Panavision, Inc. Step Up Sub Notes(a)(b) 9.625% 02/01/2006 330,000 198,000 Radio One, Inc. Series B 8.875% 07/01/2011 75,000 82,687 Regal Cinemas, Inc. Series B 9.375% 02/01/2012 250,000 282,500 River Rock Entertainment Authority 144A Senior Notes 9.750% 11/01/2011 120,000 129,000 Russell Corp. 9.250% 05/01/2010 125,000 129,531 Scotts Co. 144A Senior Sub Notes 6.625% 11/15/2013 65,000 66,787 Six Flags, Inc. Senior Notes 9.500% 02/01/2009 305,000 319,487 Spanish Broadcasting System, Inc. 9.625% 11/01/2009 175,000 186,812 Speedway Motorsports, Inc. Senior Sub Notes 6.750% 06/01/2013 250,000 258,125 Station Casinos, Inc. 8.375% 02/15/2008 65,000 69,631 Station Casinos, Inc. Senior Sub Notes 8.875% 12/01/2008 375,000 388,125 Station Casinos, Inc. Senior Sub Notes 9.875% 07/01/2010 55,000 60,500 TRW Automotive, Inc. Senior Notes 9.375% 02/15/2013 170,000 194,225 Turning Stone Casino Resort Enterprise 9.125% 12/15/2010 295,000 320,812 ---------- 9,966,854 ---------- CONSUMER NONCYCLICAL -- 10.1% Altria Group, Inc. 7.000% 11/04/2013 100,000 106,679 Apogent Technologies, Inc. Senior Sub Notes 6.500% 05/15/2013 85,000 88,613 Ball Corp. 6.875% 12/15/2012 200,000 209,000 Chattem, Inc. 8.875% 04/01/2008 330,000 339,900 Constellation Brands, Inc. Series B 8.000% 02/15/2008 95,000 105,450 Del Monte Corp. Senior Sub Notes 8.625% 12/15/2012 280,000 306,600 Elizabeth Arden, Inc. 11.750% 02/01/2011 125,000 148,750 HCA, Inc. 8.360% 04/15/2024 275,000 308,986 Ingles Markets, Inc. 8.875% 12/01/2011 200,000 201,000 Medex, Inc.144A Senior Sub Notes 8.875% 05/15/2013 20,000 21,500 NeighborCare, Inc. 144A Senior Sub Notes 6.875% 11/15/2013 30,000 30,525 Pathmark Stores 8.750% 02/01/2012 195,000 203,775 Rite Aid Corp. 8.125% 05/01/2010 190,000 204,250 Rite Aid Corp. 9.500% 02/15/2011 75,000 84,563 Rite Aid Corp. 12.500% 09/15/2006 215,000 249,400 RJ Reynolds Tobacco Holdings, Inc. Series B 7.750% 05/15/2006 130,000 136,500 Smithfield Foods, Inc. Senior Notes 7.750% 05/15/2013 70,000 72,800 Stater Brothers Holdings Senior Notes 10.750% 08/15/2006 445,000 468,919 Tenet Healthcare Corp. Senior Notes 6.500% 06/01/2012 110,000 105,463 Tricon Global Restaurant, Inc. Senior Notes 8.875% 04/15/2011 690,000 836,625 ---------- 4,229,298 ---------- The accompanying notes are an integral part of the financial statements. 13 MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST STANDISH MELLON OPPORTUNISTIC HIGH YIELD FUND SCHEDULE OF INVESTMENTS - DECEMBER 31, 2003 - -------------------------------------------------------------------------------- PAR VALUE SECURITY RATE MATURITY VALUE (NOTE 1A) - -------------------------------------------------------------------------------------------------------------- ENERGY -- 14.2% Amerigas Partners Senior Notes 8.875% 05/20/2011 USD 200,000 $ 220,000 ANR Pipeline Co. 7.375% 02/15/2024 310,000 313,100 ANR Pipeline Co. Senior Notes 7.000% 06/01/2025 25,000 25,438 Calpine Corp. 144A 8.500% 07/15/2010 125,000 121,875 Chesapeake Energy Corp. 8.125% 04/01/2011 30,000 33,300 Chesapeake Energy Corp. 8.375% 11/01/2008 150,000 165,000 Citgo Petroleum Corp. Senior Notes 11.375% 02/01/2011 170,000 197,200 CMS Energy Corp. 144A Senior Notes 7.750% 08/01/2010 50,000 52,563 CMS Energy Corp. Senior Notes 8.500% 04/15/2011 350,000 378,000 CMS Energy Corp. Senior Notes 8.900% 07/15/2008 500,000 542,500 Dynegy Holdings, Inc. 144A 9.875% 07/15/2010 385,000 433,125 El Paso Natural Gas Co. 8.375% 06/15/2032 230,000 235,060 El Paso Natural Gas Co. 8.625% 01/15/2022 350,000 364,438 El Paso Production Co. 144A Senior Notes 7.750% 06/01/2013 355,000 349,675 FirstEnergy Corp. Series B 6.450% 11/15/2011 155,000 160,649 Houston Exploration Co. 144A Senior Sub Notes 7.000% 06/15/2013 100,000 103,250 Lyondell Chemical Co. Series A 9.625% 05/01/2007 225,000 238,500 MSW Energy Holdings 144A 7.375% 09/01/2010 240,000 250,800 Newfield Exploration Co. Senior Sub Notes 8.375% 08/15/2012 100,000 112,000 NRG Energy, Inc. 144A 8.000% 12/15/2013 95,000 99,869 Peabody Energy Corp. Series B 6.875% 03/15/2013 80,000 84,400 Pogo Producing Co. 144A 8.250% 04/15/2011 75,000 83,625 Premcor Refining Group 144A Senior Notes 9.500% 02/01/2013 190,000 216,600 Reliant Resources, Inc. 144A 9.250% 07/15/2010 55,000 58,300 Teco Energy, Inc. Senior Notes 7.500% 06/15/2010 50,000 53,500 Tennessee Gas Pipeline Co. 8.375% 06/15/2032 100,000 106,125 Tesoro Petroleum Corp. 8.000% 04/15/2008 35,000 37,188 Transcontinental Gas Pipeline Corp. 6.125% 01/15/2005 175,000 177,844 Transcontinental Gas Pipeline Corp. Senior Notes 8.875% 07/15/2012 200,000 236,500 TXU Gas Capital I(c) 2.510% 07/01/2028 250,000 216,896 Westar Energy, Inc. 7.875% 05/01/2007 75,000 83,813 XTO Energy, Inc. 6.250% 04/15/2013 25,000 26,313 XTO Energy, Inc. Senior Notes 7.500% 04/15/2012 150,000 169,500 ---------- 5,946,946 ---------- FINANCIAL -- 3.9% Arch Western Finance LLC 144A Senior Notes 6.750% 07/01/2013 55,000 56,513 Couche-Tard Financing Corp. Senior Sub Notes 144A 7.500% 12/15/2013 75,000 78,563 Felcor Lodging LP REIT 10.000% 09/15/2008 100,000 108,000 FPL Energy Wind Funding LLC 144A 6.876% 06/27/2017 100,000 100,000 Leucadia National Corp. 144A Senior Notes 7.000% 08/15/2013 250,000 250,000 Meristar Hospitality Corp. REIT 10.500% 06/15/2009 280,000 303,800 Poster Financial Group 144A 8.750% 12/01/2011 385,000 407,138 RH Donnelley Finance Corp. I 144A Senior Notes 8.875% 12/15/2010 140,000 157,500 RH Donnelley Finance Corp. I 144A Senior Sub Notes 10.875% 12/15/2012 135,000 160,144 ---------- 1,621,658 ---------- PUBLIC UTILITY -- 4.1% AES Corp. 144A 8.750% 05/15/2013 785,000 877,238 The accompanying notes are an integral part of the financial statements. 14 MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST STANDISH MELLON OPPORTUNISTIC HIGH YIELD FUND SCHEDULE OF INVESTMENTS - DECEMBER 31, 2003 - -------------------------------------------------------------------------------- PAR VALUE SECURITY RATE MATURITY VALUE (NOTE 1A) - -------------------------------------------------------------------------------------------------------------- PUBLIC UTILITY (CONTINUED) AES Corp. 144A 10.000% 07/15/2005 USD 143,589 $ 146,102 AES Corp. Senior Notes 8.875% 02/15/2011 123,000 134,070 Ipalco Enterprises, Inc. 8.375% 11/14/2008 155,000 173,213 Northwest Pipeline Corp. 6.625% 12/01/2007 325,000 341,250 Southern Natural Gas Co. 8.875% 03/15/2010 25,000 28,125 ---------- 1,699,998 ---------- TECHNOLOGY -- 1.0% Broadwing, Inc. 7.250% 06/15/2023 75,000 74,250 L-3 Communications Corp. 144A Senior Sub Notes 7.625% 06/15/2012 310,000 335,963 ---------- 410,213 ---------- TRANSPORTATION -- 0.4% Delta Air Lines 7.900% 12/15/2009 190,000 153,663 ---------- Total Corporate (Cost $30,886,059) 33,037,878 ---------- YANKEE BONDS -- 6.6% Crown Euro Holdings SA 9.500% 03/01/2011 400,000 453,000 Donohue Forest Products 7.625% 05/15/2007 215,000 224,632 Eircom Funding Senior Sub Notes 8.250% 08/15/2013 50,000 55,375 GT Group Telecom, Inc. Senior Step Up Notes{*}(a) 0.000% 02/01/2010 900,000 90 Ipsco, Inc. Senior Notes 8.750% 06/01/2013 25,000 27,625 MDP Acquisitions PLC Senior Notes 9.625% 10/01/2012 100,000 112,000 Norampac, Inc. Senior Notes 6.750% 06/01/2013 45,000 46,913 Quebecor Media, Inc. Senior Notes 11.125% 07/15/2011 95,000 109,963 Royal Caribbean Cruises 7.000% 10/15/2007 100,000 106,000 Royal Caribbean Cruises 7.500% 10/15/2027 255,000 249,900 Royal Caribbean Cruises Senior Notes 8.750% 02/02/2011 670,000 757,100 Stena AB 144A Senior Notes 7.500% 11/01/2013 70,000 72,100 Tyco International Group SA 6.750% 02/15/2011 35,000 38,238 Tyco International Group SA 6.375% 10/15/2011 200,000 213,750 Videotron 144A Senior Notes 6.875% 01/15/2014 95,000 98,088 Vivendi Universal 144A Senior Notes 9.250% 04/15/2010 150,000 177,750 ---------- Total Yankee Bonds (Cost $2,860,865) 2,742,524 ---------- NON-AGENCY -- 2.2% PASS THRU SECURITIES -- 2.2% Continental Airlines, Inc. 1999-1 B 6.795% 08/02/2018 77,521 65,447 Continental Airlines, Inc. 1999-2 7.566% 03/15/2020 152,627 128,668 Continental Airlines, Inc. 2000-2 8.307% 04/02/2018 330,260 293,508 GMAC Commercial Mortgage Securities, Inc. 1996-C1 F Non-ERISA 7.860% 11/15/2006 250,000 266,248 Northwest Airlines, Inc. 1999-2C 8.304% 09/01/2010 205,459 177,528 ---------- Total Non-Agency (Cost $826,223) 931,399 ---------- The accompanying notes are an integral part of the financial statements. 15 MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST STANDISH MELLON OPPORTUNISTIC HIGH YIELD FUND SCHEDULE OF INVESTMENTS - DECEMBER 31, 2003 - -------------------------------------------------------------------------------- PAR VALUE SECURITY RATE MATURITY VALUE (NOTE 1A) - -------------------------------------------------------------------------------------------------------------- FOREIGN DENOMINATED -- 7.0% EURO -- 7.0% Eircom Funding 8.250% 08/15/2013 EUR 170,000 $ 235,856 Fort James Corp. 4.750% 06/29/2004 75,000 94,144 Messer Greisheim Holdings AG Senior Notes 10.375% 06/01/2011 200,000 290,690 Remy Cointreau SA 144A 6.500% 07/01/2010 40,000 52,098 Teksid Aluminum SpA 11.375% 07/15/2011 250,000 335,993 Telenet Communication NV 144A Senior Notes 9.000% 12/15/2013 700,000 907,306 Tyco International Group SA 5.500% 11/19/2008 480,000 616,113 Valentia Telecommunications Ltd. 7.250% 12/31/2049 285,000 385,542 ----------- Total Foreign Denominated (Cost $2,354,861) 2,917,742 ----------- TOTAL BONDS AND NOTES (COST $37,304,370) 40,064,153 ----------- SHARES -------- PREFERRED STOCKS -- 2.0% CONVERTIBLE PREFERRED STOCKS -- 1.5% Ford Motor Co. Capital Trust II 6.50% CVT Pfd 2,250 125,663 General Motors Corp. Series C 6.25% CVT Pfd 2,750 88,825 Kansas City Southern 4.25% 144A CVT Pfd 160 91,460 Omnicare, Inc. 4.00% CVT Pfd 700 44,625 Tyco International Group SA 3.125% 144A CVT Pfd 210,000 287,175 ----------- Total Convertible Preferred Stocks (Cost $489,689) 637,748 ----------- NON-CONVERTIBLE PREFERRED STOCKS -- 0.5% CSC Holdings, Inc. 11.125% Pfd 2,000 210,000 ----------- Total Non-Convertible Preferred Stocks (Cost $193,812) 210,000 ----------- TOTAL PREFERRED STOCKS (COST $683,501) 847,748 ----------- WARRANTS -- 0.0% COMMUNICATIONS -- 0.0% GT Group Telecom, Inc., 02/01/2010* 1,900 19 McLeod USA, Inc., 04/16/2007* 3,291 1,349 ----------- TOTAL WARRANTS (COST $87,862) 1,368 ----------- The accompanying notes are an integral part of the financial statements. 16 MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST STANDISH MELLON OPPORTUNISTIC HIGH YIELD FUND SCHEDULE OF INVESTMENTS - DECEMBER 31, 2003 - -------------------------------------------------------------------------------- VALUE SECURITY (NOTE 1A) - -------------------------------------------------------------------------------------------------- SHORT-TERM INVESTMENTS -- 2.3% REPURCHASE AGREEMENTS -- 2.3% Tri-party repurchase agreement dated 12/31/03 with Salomon Smith Barney, Inc. and Investors Bank and Trust Company, due 01/02/04, with a maturity value of $960,469 and an effective yield of 0.20%, collateralized by a U.S. Government Obligation with a rate of 5.18%, a maturity date of 02/15/26 and an aggregate market value of $980,628. $ 960,458 ---------- TOTAL SHORT-TERM INVESTMENTS (COST $960,458) 960,458 ---------- TOTAL INVESTMENTS -- 100.1% (COST $39,036,191) $41,873,727 OTHER ASSETS, LESS LIABILITIES -- (0.1%) (30,369) ----------- NET ASSETS -- 100.0% $41,843,358 =========== NOTES TO SCHEDULE OF INVESTMENTS: 144A - Securities exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration to qualified buyers. CVT - Convertible EUR - Euro REIT - Real Estate Investment Trust Step Up - Coupon rate increases in increments to maturity. Rate disclosed is as of December 31, 2003. Maturity date disclosed is the ultimate maturity. USD - United States Dollar (a) Debt obligation initially issued in zero coupon form which converts to coupon form at a specified rate and date. The rate shown is the rate at period end. The maturity date shown is the ultimate maturity. (b) Security is valued in good faith under procedures established by the board of trustees. (c) Variable Rate Security; rate indicated is as of 12/31/03. {*} Defaulted security. * Non-income producing security. The accompanying notes are an integral part of the financial statements. 17 MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST STANDISH MELLON OPPORTUNISTIC HIGH YIELD FUND NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- (1) SIGNIFICANT ACCOUNTING POLICIES: Mellon Institutional Funds Investment Trust (the "Trust") is organized as a Massachusetts business trust and is registered under the Investment Company Act of 1940, as amended, as an open-end, management investment company. Standish Mellon Opportunistic High Yield Fund (the "Fund") is a separate non-diversified investment series of the Trust. The objective of the Fund is to maximize total return, consistent with preserving principal, primarily through the generation of current income and, to a lesser extent, capital appreciation by investing, under normal circumstances, at least 80% of net assets in below investment grade fixed income securities. On June 21, 2003, by vote of the Trustees, the name of the Standish Opportunistic High Yield Fund was changed to Standish Mellon Opportunistic High Yield Fund. In addition, the Declaration of Trust was amended to change the name of the Trust from Standish, Ayer & Wood Investment Trust to Mellon Institutional Funds Investment Trust. The name changes became effective July 1, 2003. The following is a summary of significant accounting policies followed by the Fund in the preparation of its financial statements. The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates. A. INVESTMENT SECURITY VALUATIONS Securities for which quotations are readily available are valued at the last sale price, or if no sale price, at the closing bid price in the principal market in which such securities are primarily traded. Market quotations are not considered to be readily available for certain debt obligations; such investments are stated at fair value on the basis of valuations furnished by a pricing service or dealers, approved by the Trustees, which determine valuations for normal institutional-size trading units of such securities using methods based on market transactions for comparable securities and variable relationships between securities that are generally recognized by institutional traders. Securities (including illiquid securities) for which quotations are not readily available are valued at their fair value as determined in good faith under consistently applied procedures under the general supervision of the Trustees. Short-term instruments with less than sixty-one days remaining to maturity when acquired by the Fund are valued at amortized cost, which approximates market value. If the Fund acquires a short-term instrument with more than sixty days remaining to its maturity, it is valued at current market value until the sixtieth day prior to maturity and will then be valued at amortized value based upon the value on such date unless the Trustees determine during such sixty-day period that amortized value does not represent fair value. B. REPURCHASE AGREEMENTS It is the policy of the Fund to require the custodian bank to take possession of, to have legally segregated in the Federal Reserve Book Entry System, or to have segregated within the custodian bank's vault, all securities held as collateral in support of repurchase agreement investments. Collateral for certain tri-party repurchase agreements is held at the custodian in a segregated account for the benefit of the Fund and the counterparty. Additionally, procedures have been established by the Fund to monitor on a daily basis, the market value and accrued interest of the repurchase agreement's underlying investments to ensure the existence of a proper level of collateral. C. SECURITIES TRANSACTIONS AND INCOME Securities transactions are recorded as of the trade date. Interest income is determined on the basis of interest accrued, adjusted for accretion of discount or amortization of premium using the yield-to-maturity method on long-term debt securities. Dividend income is recorded on the ex-dividend date. Realized gains and losses from securities sold are recorded on the identified cost basis. The Fund does not isolate that portion of the results of operations resulting from 18 MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST STANDISH MELLON OPPORTUNISTIC HIGH YIELD FUND NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss from investments. Net realized gains and losses on foreign currency transactions represent gains and losses on disposition of foreign currencies and forward foreign currency exchange contracts, currency gains and losses realized between the trade and settlement dates on securities transactions, and the difference between the amount of investment income and foreign withholding taxes recorded on the Fund's books and the U.S. dollar equivalent amounts usually received or paid. D. FOREIGN CURRENCY TRANSACTIONS Investment security valuations, other assets, and liabilities initially expressed in foreign currencies are converted into U.S. dollars based upon current currency exchange rates. Purchases and sales of foreign investment securities and income and expenses are converted into U.S. dollars based upon currency exchange rates prevailing on the respective dates of such transactions. Section 988 of the Internal Revenue Code provides that gains or losses on certain transactions attributable to fluctuations in foreign currency exchange rates must be treated as ordinary income or loss. For financial statement purposes, such amounts are included in net realized gains or losses. E. DISTRIBUTIONS TO SHAREHOLDERS Distributions to shareholders are recorded on the ex-dividend date. Dividends from net investment income will be declared and distributed quarterly. The Fund's dividends from short-term and long-term capital gains, if any, after reduction of capital losses will be declared and distributed at least annually. Dividends from net investment income and distributions from capital gains, if any, are reinvested in additional shares of the Fund unless the shareholder elects to receive them in cash. Income and capital gain distributions are determined in accordance with income tax regulations which may differ from generally accepted accounting principles. These differences, which may result in distribution reclassifications, are primarily due to differing treatments for losses deferred due to wash sales, capital loss carryforwards, foreign currency, and amortization and/or accretion of premiums and discounts on certain securities. Permanent book and tax basis differences relating to shareholder distributions will result in reclassifications among undistributed net investment income, accumulated net realized gain (loss) and paid in capital. Undistributed net investment income and accumulated net realized gain (loss) on investments and foreign currency transactions may include temporary book and tax basis differences which will reverse in a subsequent period. Any taxable income or gain remaining at fiscal year end is distributed in the following year. F. EXPENSES The majority of expenses of the Trust are directly identifiable to an individual fund. Expenses which are not readily identifiable to a specific fund are allocated taking into consideration, among other things, the nature and type of expense and the relative size of the funds. G. COMMITMENTS AND CONTINGENCIES In the normal course of business, the Fund may enter into contracts and agreements that contain a variety of representations and warranties, which provide general indemnifications. The maximum exposure to the Fund under these arrangements is unknown, as this would involve future claims that may be made against the Fund that have not yet occurred. However, based on experience, the Fund expects the risks of loss to be remote. (2) INVESTMENT ADVISORY FEE: The investment advisory fee paid to Standish Mellon Asset Management Company LLC ("Standish Mellon"), a wholly-owned subsidiary of Mellon Financial Corporation, for overall investment advisory and administrative services, and 19 MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST STANDISH MELLON OPPORTUNISTIC HIGH YIELD FUND NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- general office facilities, is paid monthly at the annual rate of 0.40% of the Fund's average daily net assets. Standish Mellon voluntarily agreed to limit total Fund operating expenses (excluding brokerage commissions, taxes and extraordinary expenses) to 0.10% of the Fund's average daily net assets for the year ended December 31, 2003. Pursuant to this agreement, for the year ended December 31, 2003, Standish Mellon voluntarily did not impose $148,664 of its investment advisory fee and reimbursed the Fund for $151,462 of its operating expenses. This agreement is voluntary and temporary and may be discontinued or revised by Standish Mellon at any time. No director, officer or employee of Standish Mellon or its affiliates receives any compensation from the Trust or the Fund for serving as an officer or Trustee of the Trust. The Trust pays each Trustee who is not a director, officer or employee of Standish Mellon or its affiliates an annual fee and a per meeting fee as well as reimbursement for travel and out of pocket expenses. In addition, the Trust pays the legal fees for the independent counsel of the Trustees. (3) PURCHASES AND SALES OF INVESTMENTS: Purchases and proceeds from sales of investments, other than short-term obligations, for the year ended December 31, 2003 were $46,891,637 and $46,666,730, respectively. For the year ended December 31, 2003, the Fund did not purchase or sell any long-term U.S. government securities. (4) SHARES OF BENEFICIAL INTEREST: The Declaration of Trust permits the Trustees to issue an unlimited number of full and fractional shares of beneficial interest having a par value of one cent per share. Transactions in Fund shares were as follows: YEAR ENDED YEAR ENDED DECEMBER 31, 2003 DECEMBER 31, 2002 -------------------- -------------------- Shares sold 1,812,094 1,619,440 Shares issued to shareholders in payment of distributions declared 137,526 263,456 Shares redeemed (2,061,476) (2,223,499) ---------- ---------- Net decrease (111,856) (340,603) ========== ========== At December 31, 2003, five shareholders held of record approximately 21%, 13%, 11%, 11% and 11% of the total outstanding shares of the Fund. All of the Fund's shares are beneficially owned by fiduciary accounts over which Standish Mellon and its affiliates have either sole or joint investment discretion. Investment activity of these shareholders could have a material impact on the Fund. (5) FEDERAL TAXES: As a regulated investment company qualified under Subchapter M of the Internal Revenue Code, the Fund is not subject to income taxes to the extent that it distributes all of its taxable income for its fiscal year. Dividends paid by the Fund from net interest earned on tax-exempt municipal bonds are not includable by shareholders as gross income for federal income tax purposes because the Fund intends to meet certain requirements of the Internal Revenue Code applicable to regulated investment companies which will enable the Fund to pay exempt-interest dividends. 20 MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST STANDISH MELLON OPPORTUNISTIC HIGH YIELD FUND NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- The tax basis components of distributable earnings and the federal tax cost as of December 31, 2003 were as follows: Unrealized appreciation $ 3,269,762 Unrealized depreciation (486,693) ----------- Net unrealized appreciation/depreciation 2,783,069 Undistributed ordinary income 320,386 Accumulated losses (18,509,205) Cost for federal income tax purposes $39,069,661 At December 31, 2003, the Fund, for federal income tax purposes had capital loss carryovers which will reduce the Fund's taxable income arising from net realized gain on investments, if any, to the extent permitted by the Internal Revenue Code and thus will reduce the amount of distributions to shareholders which would otherwise be necessary to relieve the Fund of any liability for federal income tax. The capital loss carryovers are $11,205,658 and $7,303,547 which expire on December 31, 2009 and 2010, respectively. The tax character of distributions paid during the fiscal year ended December 31, 2003, was as follows: AMOUNT ------------ Distributions paid from: Ordinary income $3,206,052 (6) FINANCIAL INSTRUMENTS: In general, the following instruments are used for hedging purposes as described below. However, these instruments may also be used to seek to enhance potential gain in circumstances where hedging is not involved. The nature, risks and objectives of these instruments are set forth more fully in the Fund's Prospectus and Statement of Additional Information. The Fund may trade the following instruments with off-balance sheet risk: OPTIONS Call and put options give the holder the right to purchase or sell a security or currency or enter into a swap arrangement on a future date at a specified price. The Fund may use options to seek to hedge against risks of market exposure and changes in securities prices and foreign currencies, as well as to seek to enhance returns. Writing puts and buying calls tend to increase the Fund's exposure to the underlying instrument. Buying puts and writing calls tend to decrease the Fund's exposure to the underlying instrument, or hedge other Fund investments. Options, both held and written by the Fund, are reflected in the accompanying Statement of Assets and Liabilities at market value. The underlying face amount at value of any open purchased options is shown in the Schedule of Investments. This amount reflects each contract's exposure to the underlying instrument at period end. Losses may arise from changes in the value of the underlying instruments, if there is an illiquid secondary market for the contract or if the counterparty does not perform under the contract's terms. Premiums received from writing options which expire are treated as realized gains. Premiums received from writing options which are exercised or are closed are added to or offset against the proceeds or amount paid on the transaction to determine the realized gain or loss. Realized gains and losses on purchased options are included in realized gains and losses on investment securities, except purchased options on foreign currency which are included in realized gains and losses on foreign currency transactions. If a put option written by the Fund is exercised, the premium reduces the cost basis of the securities purchased by the Fund. The Fund, as writer of an option, has no control over whether the underlying securities may be sold (call) or purchased (put) and as a result bears the market risk of an unfavorable change in the price of the security underlying the written option. 21 MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST STANDISH MELLON OPPORTUNISTIC HIGH YIELD FUND NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- Exchange traded options are valued at the last sale price, or if no sales are reported, the last bid price for purchased options and the last ask price for written options. Options traded over-the-counter are valued using prices supplied by the dealers. The Fund entered into no such transactions during the year ended December 31, 2003. FORWARD CURRENCY EXCHANGE CONTRACTS The Fund may enter into forward foreign currency and cross currency exchange contracts for the purchase or sale of a specific foreign currency at a fixed price on a future date. Risks may arise upon entering these contracts from the potential inability of counterparties to meet the terms of their contracts and from unanticipated movements in the value of a foreign currency relative to the U.S. dollar and other foreign currencies. The forward foreign currency and cross currency exchange contracts are marked to market using the forward foreign currency rate of the underlying currency and any gains or losses are recorded for financial statement purposes as unrealized until the contract settlement date or upon the closing of the contract. Forward currency exchange contracts are used by the Fund primarily to protect the value of the Fund's foreign securities from adverse currency movements. Unrealized appreciation and depreciation of forward currency exchange contracts is included in the Statement of Assets and Liabilities. At December 31, 2003, the Fund held the following forward foreign currency or cross currency exchange contracts: LOCAL PRINCIPAL CONTRACT MARKET AGGREGATE UNREALIZED CONTRACTS TO DELIVER AMOUNT VALUE DATE VALUE FACE AMOUNT LOSS ------------------------------------------------------------------------------------------------------ Euro 2,230,500 03/17/2004 $2,801,054 $2,726,159 $(74,895) -------- SWAP AGREEMENTS The Fund may invest in swap agreements. A swap is an agreement to exchange the return generated by one instrument for the return generated by another instrument. The Fund may enter into interest rate and credit default swap agreements to manage its exposure to interest rates and credit risk. Interest rate swap agreements involve the exchange by the Fund with another party of their respective commitments to pay or receive interest, e.g., an exchange of floating rate payments for fixed rate payments with respect to a notional amount of principal. In a credit default swap, one party makes a stream of payments to another party in exchange for the right to receive a specified return in the event of a default by a third party on its obligation. The Fund may use credit default swaps to provide a measure of protection against defaults of issuers (i.e., to reduce risk where the Fund owns or has exposure to the corporate or sovereign issuer) or to take an active long or short position with respect to the likelihood of a particular corporate or sovereign issuer's default. In connection with these agreements, cash or securities may be set aside as collateral in accordance with the terms of the swap agreement. The Fund earns interest on cash set aside as collateral. Swaps are marked to market daily based upon quotations from market makers and change in value, if any, is recorded as unrealized gain or loss in the Statement of Operations. These financial instruments are not actively traded on financial markets. The values assigned to these instruments are based upon the best available information and because of the uncertainty of the valuation, these values may differ significantly from the values that would have been realized had a ready market for these instruments existed, and differences could be material. Payments received or made from credit default swaps at the end of the measurement period are recorded as realized gain or loss in the Statement of Operations. Net payments of interest on interest rate swap agreements are included as part of interest income. Entering into these agreements, if any, involves, to varying degrees, elements of credit, market, and documentation risk in excess of the amounts recognized on the Statement of Assets and Liabilities. Such risks involve the possibility that there will be no liquid market for these agreements, that the counterparty to the agreements may default on its obligation to perform or disagree as to the meaning of contractual terms in the agreements, and that there may be unfavorable changes in interest rates. 22 MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST STANDISH MELLON OPPORTUNISTIC HIGH YIELD FUND NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- At December 31, 2003, the Fund held the following credit default swap contracts: NOTIONAL EXPIRATION NET UNREALIZED AMOUNT DATE DESCRIPTION (DEPRECIATION) ------------------------------------------------------------------------------------------------ 1,000,000 USD 6/20/08 Agreement with Goldman Sachs Capital $(11,310) Markets, dated 04/16/03 to pay 0.46% per year times the notional amounts The Fund receives payment only upon a default event by JP Morgan Chase & Co., the notional amount times the difference between the par value and the then-market value of JP Morgan Chase & Co., 5.25% due 05/30/2007. FUTURES CONTRACTS The Fund may enter into financial futures contracts for the delayed sale or delivery of securities or contracts based on financial indices at a fixed price on a future date. Pursuant to the margin requirements, the Fund deposits either cash or securities in an amount equal to a certain percentage of the contract amount. Subsequent payments are made or received by the Fund each day, depending on the daily fluctuations in the value of the underlying security, and are recorded for financial statement purposes as unrealized gains or losses by the Fund. There are several risks in connection with the use of futures contracts as a hedging device. The change in value of futures contracts primarily corresponds with the value of their underlying instruments or indices, which may not correlate with changes in the value of hedged investments. Buying futures tends to increase the Fund's exposure to the underlying instrument, while selling futures tends to decrease the Fund's exposure to the underlying instrument or hedge other Fund investments. In addition, there is the risk that the Fund may not be able to enter into a closing transaction because of an illiquid secondary market. Losses may arise if there is an illiquid secondary market or if the counterparties do not perform under the contract's terms. The Fund enters into financial futures transactions primarily to manage its exposure to certain markets and to changes in securities prices and foreign currencies. Gains and losses are realized upon the expiration or closing of the futures contracts. Futures contracts are valued at the quoted daily settlement prices established by the exchange on which they trade. The Fund entered into no such transactions during the year ended December 31, 2003. (7) SECURITY LENDING: The Fund may lend its securities to financial institutions which the Fund deems to be creditworthy. The loans are collateralized at all times with cash or securities with a market value at least equal to the market value of the securities on loan. The market value of securities loaned is determined daily and any additional required collateral is allocated to the Fund on the next business day. For the duration of a loan, the Fund receives the equivalent of the interest or dividends paid by the issuer on the securities loaned and also receives compensation from the investment of the collateral. As with other extensions of credit, the Fund bears the risk of delay in recovery or even loss of rights in its securities on loan should the borrower of the securities fail financially or default on its obligations to the Fund. In the event of borrower default, the Fund generally has the right to use the collateral to offset losses incurred. The Fund may incur a loss in the event it was delayed or prevented from exercising its rights to dispose of the collateral. The Fund also bears the risk in the event that the interest and/or dividends received on invested collateral is not sufficient to meet the Fund's obligations due on the loans. The Fund loaned securities during theyear ended December 31, 2003 resulting in security lending income. At December 31, 2003 the Fund had no securities on loan. 23 MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST STANDISH MELLON OPPORTUNISTIC HIGH YIELD FUND NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- (8) DELAYED DELIVERY TRANSACTIONS: The Fund may purchase or sell securities on a when-issued, delayed delivery or forward commitment basis. This Fund segregates securities having a value at least equal to the amount of the purchase commitment. The Fund may enter into to be announced ("TBA") purchase commitments to purchase securities for a fixed unit price at a future date beyond customary settlement time. Although the unit price has been established, the principal value has not been finalized. However, the amount of the commitments will not fluctuate more than 0.01% from the principal amount. The Fund holds, and maintains until settlement date, cash or high-grade debt obligations in an amount sufficient to meet the purchase price, or the Fund may enter into offsetting contracts for the forward sale of other securities it owns. Income on the securities will not be earned until settlement date. TBA purchase commitments may be considered securities in themselves, and involve a risk of loss if the value of the security to be purchased declines prior to the settlement date, which risk is in addition to the risk of the decline in the value of the Fund's other assets. Unsettled TBA purchase commitments are valued at the current market value of the underlying securities, according to the procedures described under "Investment security valuations" above. The Fund may enter into TBA sale commitments to hedge its portfolio positions. Proceeds of TBA sale commitments are not received until the contractual settlement date. During the time a TBA sale commitment is outstanding, an offsetting TBA purchase commitment deliverable is held as "cover" for the transaction. Unsettled TBA sale commitments are valued at the current market value of the underlying securities, generally according to the procedures described under "Investment security valuations" above. The contract is "marked-to- market" daily and the change in market value is recorded by the Fund as an unrealized gain or loss. If the TBA sale commitment is closed through the acquisition of an offsetting purchase commitment, the Fund realizes a gain or loss from the sale of the securities based upon the unit price established at the date the commitment was entered into. The Fund entered into no such transactions during the year ended December 31, 2003. (9) CONCENTRATION OF RISK: The Fund invests in low rated (non-investment grade) and comparable quality unrated high yield securities. Investments in high yield securities are accompanied by a greater degree of credit risk and the value of high yield securities tends to be more sensitive to economic conditions than higher rated securities. The risk of loss due to default of an issuer may be significantly greater for holders of high yield securities, because such securities are generally unsecured and are often subordinated to other creditors of the issuer. 24 REPORT OF INDEPENDENT AUDITORS To the Trustees of Mellon Institutional Funds Investment Trust and the Shareholders of Standish Mellon Opportunistic High Yield Fund: In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Mellon Institutional Funds Investment Trust: Standish Mellon Opportunistic High Yield Fund (fomerly, Standish Opportunistic High Yield Fund) (the "Fund") at December 31, 2003, and the results of its operations, the changes in its net assets and the financial highlights for the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2003 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion. PricewaterhouseCoopers LLP Boston, Massachusetts February 20, 2004 25 TRUSTEES AND OFFICERS The following table lists the Trust's trustees and officers; their address and date of birth; their position with the Trust; the length of time holding that position with the Trust; their principal occupation(s) during the past five years; the number of portfolios in the fund complex they oversee; and other directorships they hold in companies subject to registration or reporting requirements of the Securities Exchange Act of 1934 (generally called "public companies") or in registered investment companies as of December 31, 2003. The Trust's Statement of Additional Information includes additional information about the Trust's trustees and is available, without charge, upon request by writing Mellon Institutional Funds at P.O. Box 8585, Boston, MA 02266-8585 or calling toll free 1-800-221-4795. The same persons serve as trustees and officers of the Portfolio Trust in the same capacities. INDEPENDENT TRUSTEES NUMBER OF PRINCIPAL PORTFOLIOS IN OTHER NAME, TERM OF OFFICE OCCUPATION(S) FUND COMPLEX DIRECTORSHIPS ADDRESS, AND POSITION(S) AND LENGTH OF DURING PAST OVERSEEN BY HELD BY DATE OF BIRTH HELD WITH TRUST TIME SERVED 5 YEARS TRUSTEE TRUSTEE - ------------------------------------------------------------------------------------------------------------------------------ Samuel C. Fleming Trustee Trustee since Chairman of the 28 None c/o Decision 11/3/1986 Board and Chief Resources, Inc. Executive Officer, 260 Charles Street Decision Resources, Waltham, MA 02453 Inc. 9/30/40 Caleb Loring III Trustee Trustee since Trustee, Essex 28 None c/o Essex Street 11/3/1986 Street Associates Associates (family investment 400 Essex Street trust office) Beverly, MA 01915 11/14/43 Benjamin M. Friedman Trustee Trustee since William Joseph 28 None c/o Harvard University 9/13/1989 Maier, Professor of Cambridge, MA 02138 Political Economy, 8/5/44 Harvard University John H. Hewitt Trustee Trustee since Trustee, Mertens 28 None P.O. Box 233 11/3/1986 House, Inc. Trustee New London, NH 03257 and Chairman of the 4/11/35 Board, Visiting Nurse Alliance of Vermont & New Hampshire. INTERESTED TRUSTEES NUMBER OF PRINCIPAL PORTFOLIOS IN OTHER NAME, TERM OF OFFICE OCCUPATION(S) FUND COMPLEX DIRECTORSHIPS ADDRESS, AND POSITION(S) AND LENGTH OF DURING PAST OVERSEEN BY HELD BY DATE OF BIRTH HELD WITH TRUST TIME SERVED 5 YEARS OFFICER OFFICER - ------------------------------------------------------------------------------------------------------------------------------ Patrick J. Sheppard Trustee, President Since 2003 Senior Vice 28 None c/o Standish Mellon Asset and Chief President and Chief Management Company LLC, Executive Officer Operating Officer, One Boston Place Mellon Institutional Boston, MA 02108 Asset Management; 7/24/65 formerly Vice President and Chief Financial Officer, Mellon Institutional Asset Management 26 PRINCIPAL OFFICERS WHO ARE NOT TRUSTEES NUMBER OF PRINCIPAL PORTFOLIOS IN OTHER NAME, TERM OF OFFICE OCCUPATION(S) FUND COMPLEX DIRECTORSHIPS ADDRESS, AND POSITION(S) AND LENGTH OF DURING PAST OVERSEEN BY HELD BY DATE OF BIRTH HELD WITH TRUST TIME SERVED 5 YEARS OFFICER OFFICER - ------------------------------------------------------------------------------------------------------------------------------ Barbara A. McCann Secretary Secretary since 2003 Senior Vice 28 None c/o Standish Mellon Asset President and Head Management, of Operations, One Boston Place Mellon Institutional Boston, MA 02108 Asset Management, 2/20/61 formerly First Vice President, Mellon Institutional Asset Management and Mellon Global Investments Steven M. Anderson Vice President and Vice President since Vice President and 28 None c/o Standish Mellon Asset Treasurer 1999; Treasurer Mutual Funds Management, since 2002 Controller, Standish One Boston Place Mellon Asset Boston, MA 02108 Management; formerly 7/14/65 Assistant Vice President and Mutual Funds Controller, Standish Mellon Asset Management Denise B. Kneeland Assistant Vice Since 1996 Vice President and 28 None c/o Standish Mellon Asset President Manager, Mutual Management, Funds Operations, One Boston Place Standish Mellon Boston, MA 02108 Asset Management 8/19/51 Lisa Kane Assistant Vice Since 1999 Vice President and 28 None c/o Standish Mellon Asset President Client Service Management, Professional, One Boston Place Standish Mellon Boston, MA 02108 Asset Management 6/25/70 Cara E. Hultgren, Assistant Vice Since 2001 Assistant Manager, 28 None c/o Standish Mellon Asset President Mutual Fund Management, Operations since One Boston Place 1999; Shareholder Boston, MA 02108 Representative, 1/19/71 Standish Mellon Asset Management Scott Simonds, Assistant Vice Since 2002 Compliance Analyst, 28 None c/o Standish Mellon Asset President Boston Partners; Management, Fund Accountant, One Boston Place Mellon Financial Boston, MA 02108 Corp. 8/17/60 A description of the policies and procedures that the fund uses to determine how to vote proxies relating to portfolio securities is available (i) without charge, upon request, by calling toll free 1-800-221-4795, (ii) on the fund's website at http://www.melloninstituionalfunds.com, and (iii) on the Securities and Exchange Commission's website at http://www.sec.gov. 27 [Logo] Mellon -------------------------- Mellon Institutional Funds One Boston Place Boston, MA 02108-4408 800.221.4795 www.melloninstitutionalfunds.com Standish Mellon High Yield Bond Fund Financial Statements for the Year Ended December 31, 2003 [Logo] Mellon -------------------------- Mellon Institutional Funds [Logo] Mellon -------------------------- Mellon Institutional Funds February 28, 2004 Dear Mellon Institutional Fund Shareholder: Enclosed you will find your Fund's annual report for the fiscal year ended December 31, 2003. In 2003 we experienced a return to risk-taking in the financial markets. It's worth recalling that for most of 2002, market sentiment was notably bearish, characterized by a flight to quality. Indeed, the first half of 2002 produced the worst six-month performance for the S&P 500 Index in more than 30 years, with a loss of almost 14%. In contrast, during 2003, the greatest gains were made by the stock market and the lowest-rated corporate debt. The S&P 500 gained 22%, while the Merrill Lynch C-Rated High Yield Index advanced 42%. In keeping with the risk-taking trend, small cap stocks, as measured by the Russell 2000 Index, advanced 45%. International stocks also have enjoyed a healthy rebound, advancing 17%, as measured by the MSCI EAFE Index. In comparison, intermediate U.S. Treasuries had a total return of just 2%, after providing a total return of 12% in 2002, as measured by the Lehman Treasury Index. The financial markets were reacting to the increasing strength of the economy. After several sluggish quarters, economic activity in the U.S. accelerated in the summer months and remains strong. The sources of strength include a) continuing monetary ease that has induced substantial mortgage refinancing and housing activity, b) Federal fiscal stimulus from large new tax cuts and sharp increases in defense spending, and c) a gradual improvement in business capital spending after many quarters of stagnation. Sluggish spots to date include inventory investment, state and local spending, net exports and employment, although some of these sectors show signs of much-awaited improvement. The renewal of economic strength has created a schizophrenic year for the bond markets. Until late June, the market's tone had been set by an expectation of continued sluggish growth. In June, the Fed made explicit its intent to keep short-term interest rates low for a "considerable period." But the Fed announcement was perceived as a disappointment by the market, which promptly caused a sharp summer selloff in bonds. In September, bonds recouped some of their losses, as market participants felt the selloff had been overdone. At its most recent meeting, the Fed edged closer to a less accommodative stance in dropping the "considerable period" language. Instead, the Fed said it "can be patient" in not raising rates until signs of inflation become evident. The yield curve remains very steep, influenced by the Fed at the short end, but with the intermediate maturities under pressure from the large volume of Treasury financing in that sector. With the recent bump in yields and inflation still relatively quiescent, real interest rates have increased to the lower end of what have been the historic norms. Mellon Funds Distributor, L.P. P.O. Box 51407 o Boston, MA 02205-1407 (800) 221-4795 Toll Free o (617) 350-0042 Fax A Mellon Financial Company. (SM) 1 Looking ahead, it is clear that there are some serious distortions and imbalances in world economies including structural problems in Japan and core Europe, the U.S. current account deficit, and the leverage in the consumer balance sheet. It is impossible to predict when these restraints might undermine economic activity, but the latter part of 2004 or the year 2005 could be a period of vulnerability when there will be a loss of incremental fiscal stimulus as well as the lagged effect of higher interest rates. Nevertheless, the near term economic outlook has brightened, business activity has some significant momentum which should carry over into 2004. The result should be favorable growth, especially in business investment. We expect inflation to remain modest and corporate profit growth to be reasonably strong. We wish to thank you for your business and confidence in Mellon Institutional Funds. Please feel free to contact us with questions or comments. Sincerely, /s/ Patrick J. Sheppard Patrick J. Sheppard Mellon Funds Distributor, L.P. P.O. Box 51407 o Boston, MA 02205-1407 (800) 221-4795 Toll Free o (617) 350-0042 Fax A Mellon Financial Company. (SM) 2 STANDISH MELLON HIGH YIELD BOND FUND Management Discussion and Analysis December 2003 Performance Just when it looked like the high yield market might settle down and glide through the last month of the year, bond prices moved sharply higher during December. December's monthly return was one of seven that exceeded 2% and high yield finished with its best year since 1991. For the month the Standish Mellon High Yield Fund returned 2.28% modestly topping the 2.26% return of the benchmark Lehman High Yield Index. The Fund had a total return in 2003 of 21.76%, which underperformed the Index mark of 28.97%. The high yield asset class was the star of the fixed income market in 2003 as it significantly outperformed most competitors, with Emerging Markets coming the closest at 26.93%. High yield outperformed the Lehman Aggregate Index (+4.1% 2003 total return) by almost 23%. From a quality perspective the return pattern for December mirrored the one that held steady throughout the year: outperformance by the most speculative securities. In December, CCC and Ca thru D rated securities returned 3.43% and 3.58% respectively. The B sector was next at 2.34% and BB's followed along at 1.54%. The story for the year, as we have related repeatedly, was the same but on a much bigger scale. Lehman's Ca and defaulted bond sub-index returned 86.29% for the year while CCC's were next in line with a stunning +60.23%. The more mainstream rating sectors had strong but much lower returns with B's gaining 26.59% and BB's rising 19.95%. Two of the outcomes from all this performance are worth noting: the average dollar price of bonds in the Index is nearly 103 (CCC's alone are over 94) and CCC and lower rated bonds represent 18%20% of the market value of every broad high yield index. On an industry basis December's outperforming sectors were led by a price recovery in steel (+9.21%) and late in the month gains from the cable sector (+4.28%). Again, the standout under-performing sector (a small component of the total market at 0.7%) was textile/apparel, which fell a further 2.09% during the month largely due to further price deterioration in Levi's securities. For the year, apparel/textile is the only sector reporting a negative total return at - -3.85%. Interestingly, only one other market sector has a YTD total return of less than 10%: steel at +9.91%, almost all of which came in December. Combined, these two laggard sectors represent less than 1.5% of the high yield universe. With lower quality bonds dominating returns in 2003, it follows that the industry classifications containing a concentration of those lower priced/higher-yielding securities would provide the bulk of outperformance. The top performing industries were electric utilities (+52.29%), telecommunications (+46.77%), cable TV (+46.03%, a large share from Charter) and technology (+41.44%). All of these industries represent large components of the high yield index universe, with each exceeding a 3.5% share, and in total they represent about 28% of the asset class's market value. 3 Despite the huge returns in these four industries, fundamental credit improvement within them was not universally observed. A return of capital market access did solve almost all near term liquidity problems for many companies. But notable large issuers such as Calpine, Charter Communications, Level Three Communications, Lucent Technologies and Qwest Communications still face enormous competitive threats and business execution issues. We have had limited or zero exposure to these companies. In examining the performance of the Standish Mellon High Yield Fund against the benchmark, the major discrepancy was caused by the huge returns from credit situations that were stressed and at low dollar prices starting the year. Our higher-quality strategy and concentration on cash flow generating B and BB credits was not a recipe for outperformance in 2003. Although we avoided what few credit problems did occur, the sectors that did poorly were not material parts of the universe. Also, positive performance opportunities from security selection standpoint were limited to a fairly small list of industries: of the 37 industry classifications defined in the Merrill Lynch Master Index only six had returns above the overall return of the Index. Of the four big outperforming sectors listed above, the Fund's portfolio had a large overweight in the utility area; particularly in the asset-value rich pipeline operating subsidiaries. Our exposure to the other three was limited primarily due to fundamental credit concerns and, in the case of Qwest, a lack of audited financial statements upon which to base a credit opinion. Market Environment The market commentary surrounding the huge cash flows in the market remains the same and is substantially repeated below. High yield mutual fund flows continued to be positive as over $1 billion was allocated in December thus increasing 2003 inflows to $27 billion. As a back of the envelope demonstration of the technical strength of the asset class, consider that in 2003 the high yield market had approximately $121 billion in new issuance. A bit less than half of that total was in the form of refinancings and as such does not represent net new issuance. Against the roughly $70 billion in net new issuance, sources of cash for the market include about $50 billion in high yield coupon income, the aforementioned $27 billion in mutual fund flows plus all institutional, hedge fund and insurance company commitments not flowing to reporting mutual funds. Wall Street of course has a ready answer for this situation: more high yield paper. As the search for potential issuers widens and portfolio managers continue to search for any new opportunity with yield, the quality of the new issuance has declined precipitously. The average ratings of new deals have fallen and CCC new issues have become a regular occurrence. Other anecdotal signs of quality decline include: the return of zero-coupon issues, new deals of less than $100 million, paper from industries such as sub-prime finance, shipping, European cable and CLECs all of which were effectively banished from the high yield primary market due to horrific default rates. 4 Portfolio Strategy and Outlook Seemingly ever-higher high yield bond prices continue to be supported by high levels of investor liquidity and improving trends in defaults and ratings actions. The burning questions now are: what is likely to change this situation and when might the change occur? Our feeling is that although spreads on high yield securities have declined, the asset class continues to offer attractive return opportunities relative to other higher quality fixed income options, particularly if the default experience continues to decline. High yield investments to be avoided, therefore, are ones that may experience credit stress. That statement sounds obvious, but the behavior of the market is just the opposite -there is a huge thirst for risk and yield, and performance in 2003 was dominated by the price recovery of the most stressed situations. We intend to invest based on sensible risk reward from a credit standpoint. We believe that the credit stress associated with the risky crop of issues priced in the past six months will occur sometime in the next 18 to 36 months. Also, companies that were facing liquidity and capital market access difficulties were bailed out in 2003 but many of those companies also have significant business challenges that have not been addressed or improved. When investors begin to fear the possibility that those business issues will not be solved those credits will suffer. The other timing consideration that will impact the market will occur when high yield buyers feel that, despite excess portfolio cash, it is time to sell the new issues from weak credits that were purchased in a hot market. That exercise will be the high yield portfolio management guessing game in 2004 for those who are currently aggressively invested. /s/ Michael Tucker /s/ Jonathan Uhrig Michael Tucker Jonathan Uhrig 5 - -------------------------------------------------------------------------------- Mellon Institutional Funds Investment Trust Standish Mellon High Yield Bond Fund Comparison of Change in Value of $100,000 Investment in Standish Mellon High Yield Bond Fund and the Lehman High Yield Index [The following data was represented as a line chart in the printed material]. Standish Mellon High Yield Bond Lehman High Fund Yield Index 100,000 100,000 101,500 101,390 104,400 104,178 103,950 103,939 106,049 105,997 103,919 106,092 105,238 107,110 106,200 108,053 1998 107,546 109,998 108,271 110,642 110,189 111,681 110,346 112,121 109,978 112,510 109,770 112,915 110,782 113,557 100,285 107,291 102,526 107,776 101,877 105,567 107,831 109,948 107,115 110,069 107,566 111,703 105,876 111,045 1999 108,476 112,105 111,966 114,277 109,105 112,730 109,633 112,489 107,773 112,942 106,436 111,693 106,781 110,890 105,658 110,153 107,549 111,449 109,472 112,702 109,535 112,216 2000 111,046 112,433 111,163 110,069 108,922 110,245 106,552 109,115 110,335 111,337 111,443 112,186 112,942 112,954 112,162 111,967 110,636 108,381 107,718 104,089 112,581 106,098 119,958 114,046 2001 121,093 115,566 118,751 112,844 116,956 111,439 118,176 113,446 114,298 110,264 114,371 111,887 115,103 113,207 107,560 105,599 111,145 108,211 114,656 112,158 114,289 111,701 115,594 112,478 2002 114,750 110,909 116,287 113,577 117,228 115,348 117,306 114,752 112,874 106,292 110,642 101,649 113,512 104,547 112,772 103,174 113,259 102,275 118,127 108,609 119,659 110,128 121,662 113,794 2003 123,247 115,198 126,278 118,511 132,199 125,543 133,389 126,839 136,350 130,488 134,455 129,053 135,234 130,537 138,156 134,105 140,863 136,813 142,441 138,888 145,689 142,032 ----------------------------- Average Annual Total Return (for period ended 12/31/2003) ----------------------------- Since Inception 1 Year 3 Year 5 Year 06/02/1997 ------ ------ ------ ---------- 21.76% 8.97% 6.34% 5.88% ----------------------------- Must be preceded or accompanied by a prospectus which contains more complete information and should be read carefully before investing. Copyright 2003, Mellon Funds Distributor, L.P. Member, NASD. The investment return and principal value of an investment will fluctuate, and an investor's shares, when redeemed, may be worth more or less than their original cost. Past performance is not predictive of future performance. - -------------------------------------------------------------------------------- 6 MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST STANDISH MELLON HIGH YIELD BOND FUND STATEMENT OF ASSETS AND LIABILITIES DECEMBER 31, 2003 - -------------------------------------------------------------------------------- ASSETS Investment in Standish Mellon High Yield Bond Portfolio ("Portfolio"), at value (Note 1A) $57,078,563 Receivable for Fund shares sold 140,375 Prepaid expenses 4,564 ----------- Total assets 57,223,502 LIABILITIES Distributions payable $171,528 Accrued accounting, custody and transfer agent fees 2,506 Accrued trustees' fees and expenses (Note 2) 500 Accrued expenses and other liabilities 12,894 ------- Total liabilities 187,428 ----------- NET ASSETS $57,036,074 =========== NET ASSETS CONSIST OF: Paid-in capital $65,340,774 Accumulated net realized loss (11,670,055) Distributions in excess of net investment income (169,652) Net unrealized appreciation 3,535,007 ----------- TOTAL NET ASSETS $57,036,074 =========== SHARES OF BENEFICIAL INTEREST OUTSTANDING 3,522,502 =========== NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE (Net Assets/Shares outstanding) $ 16.19 =========== The accompanying notes are an integral part of the financial statements. 7 MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST STANDISH MELLON HIGH YIELD BOND FUND STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2003 - -------------------------------------------------------------------------------- INVESTMENT INCOME (NOTE 1B) Interest income allocated from Portfolio $ 4,240,739 Dividend income allocated from Portfolio 89,295 Expenses allocated from Portfolio (260,941) ----------- Net investment income allocated from Portfolio 4,069,093 EXPENSES Accounting, custody, and transfer agent fees $ 29,638 Registration fees 19,100 Legal and audit services 17,399 Trustees' fees and expenses (Note 2) 2,000 Insurance expense 957 Miscellaneous 9,296 ---------- Total expenses 78,390 Deduct: Reimbursement of Fund operating expenses (Note 2) (78,353) ---------- Net expenses 37 ----------- Net investment income 4,069,056 ----------- REALIZED AND UNREALIZED GAIN (LOSS) Net realized gain (loss) allocated from Portfolio on: Investment security transactions 1,967,729 Written options transactions 120 Swap contracts (25,367) Foreign currency transactions and forward foreign currency exchange contracts (461,569) ---------- Net realized gain 1,480,913 Change in unrealized appreciation (depreciation) allocated from Portfolio on: Investment securities 4,602,154 Written options (765) Swap contracts 27,936 Foreign currency and forward foreign currency exchange contracts (11,704) ---------- Change in net unrealized appreciation (depreciation) 4,617,621 ----------- Net realized and unrealized gain on investments 6,098,534 ----------- NET INCREASE IN NET ASSETS FROM OPERATIONS $10,167,590 =========== The accompanying notes are an integral part of the financial statements. 8 MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST STANDISH MELLON HIGH YIELD BOND FUND STATEMENTS OF CHANGES IN NET ASSETS - -------------------------------------------------------------------------------- YEAR ENDED YEAR ENDED DECEMBER 31, 2003 DECEMBER 31, 2002 ----------------- ----------------- INCREASE (DECREASE) IN NET ASSETS FROM INVESTMENT OPERATIONS Net investment income $ 4,069,056 $ 3,783,370 Net realized gain (loss) 1,480,913 (3,642,617) Change in net unrealized appreciation (depreciation) 4,617,621 2,085,028 ------------ ------------ Net increase in net assets from investment operations 10,167,590 2,225,781 ------------ ------------ DISTRIBUTIONS TO SHAREHOLDERS (NOTE 1C) From net investment income (4,091,517) (3,605,252) Return of capital -- (6,037) ------------ ------------ Total distributions to shareholders (4,091,517) (3,611,289) ------------ ------------ FUND SHARE (PRINCIPAL) TRANSACTIONS (NOTE 4) Net proceeds from sale of shares 13,539,738 17,255,283 Value of shares issued to shareholders in payment of distributions declared 3,716,831 3,132,167 Cost of shares redeemed (10,355,582) (21,244,604) ------------ ------------ Net increase (decrease) in net assets from Fund share transactions 6,900,987 (857,154) ------------ ------------ TOTAL INCREASE (DECREASE) IN NET ASSETS 12,977,060 (2,242,662) NET ASSETS At beginning of year 44,059,014 46,301,676 ------------ ------------ At end of year (including distributions in excess of net investment income of $169,652 and $86,199) $ 57,036,074 $ 44,059,014 ============ ============ The accompanying notes are an integral part of the financial statements. 9 MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST STANDISH MELLON HIGH YIELD BOND FUND FINANCIAL HIGHLIGHTS - -------------------------------------------------------------------------------- YEAR ENDED DECEMBER 31, ------------------------------------------- 2003 2002 2001(A) 2000 1999 ------- ------- ------- ------- ------- NET ASSET VALUE, BEGINNING OF YEAR $ 14.34 $ 14.88 $ 15.88 $ 17.39 $ 19.02 ------- ------- ------- ------- ------- FROM INVESTMENT OPERATIONS: Net investment income*(1) 1.21 1.26 1.40 1.64 1.84 Net realized and unrealized gain (loss) on investments 1.85 (0.59) (1.18) (1.19) (1.45) ------- ------- ------- ------- ------- Total from investment operations 3.06 0.67 0.22 0.45 0.39 ------- ------- ------- ------- ------- LESS DISTRIBUTIONS TO SHAREHOLDERS: From net investment income (1.21) (1.21) (1.21) (1.93) (2.00) From tax return of capital -- -- (0.01) (0.03) (0.02) ------- ------- ------- ------- ------- Total distributions to shareholders (1.21) (1.21) (1.22) (1.96) (2.02) ------- ------- ------- ------- ------- NET ASSET VALUE, END OF YEAR $ 16.19 $ 14.34 $ 14.88 $ 15.88 $ 17.39 ======= ======= ======= ======= ======= TOTAL RETURN+ 21.76% 4.70% 1.52% 2.84% 2.20% RATIOS/SUPPLEMENTAL DATA: Expenses (to average daily net assets)*(2) 0.50% 0.50% 0.50% 0.37% 0.00% Net Investment Income (to average daily net assets)* 7.79% 8.68% 8.86% 10.41% 9.87% Net Assets, End of Year (000's omitted) $57,036 $44,059 $46,302 $31,807 $31,138 - ----------------- * For the periods indicated, the investment adviser voluntarily agreed not to impose all or a portion of its investment adisory fee payable to the Portfolio and/or reimbursed the Fund for all or a portion of its operating expenses. If this voluntary action had not been taken, the investment income per share and ratios would have been: Net investment income per share(1) $ 1.13 $ 1.21 $ 1.33 $ 1.64 $ 1.64 Ratios (to average daily net assets): Expenses(2) 1.00% 1.01% 0.97% 1.11% 1.08% Net investment income 7.29% 8.17% 8.39% 9.67% 8.79% (a) Through its investment in the Portfolio, the Fund has adopted the provisions of the revised AICPA Audit and Accounting Guide for Investment Companies effective January 1, 2001 and began amortizing premium and discount on all debt securities on an effective yield basis. The effect of this change for the year ended December 31, 2001 was to decrease net investment income per share by $0.05, increase net realized and unrealized gains and losses per share by $0.05 and decrease the ratio of net investment income to average net assets from 9.20% to 8.86%. Per share data and ratios/supplemental data for periods prior to January 1, 2001 have not been restated to reflect this change in presentation. (1) Calculated based on average shares outstanding. (2) Includes the Fund's share of the Standish Mellon High Yield Bond Portfolio's allocated expenses. + Total return would have been lower in the absense of expense waivers. The accompanying notes are an integral part of the financial statements. 10 MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST STANDISH MELLON HIGH YIELD BOND FUND NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- (1) SIGNIFICANT ACCOUNTING POLICIES: Mellon Institutional Funds Investment Trust (the "Trust") is organized as a Massachusetts business trust and is registered under the Investment Company Act of 1940, as amended, as an open-end, management investment company. Standish Mellon High Yield Bond Fund (the "Fund") is a separate diversified investment series of the Trust. The objective of the Fund is to maximize total return, consisting primarily of a high level of income. The Fund seeks to achieve its objective by investing all of its investable assets in an interest of the Standish Mellon High Yield Bond Portfolio (the "Portfolio"), a subtrust of the Mellon Institutional Funds Master Portfolio ( the "Portfolio Trust"), which is organized as a New York trust and which has the same investment objective as the Fund. The Portfolio seeks to achieve its objective by investing, under normal circumstances, at least 80% of net assets in fixed income securities issued by U.S. and foreign governments, companies and banks, as well as tax-exempt securities, preferred stocks and warrants. The value of the Fund's investment in the Portfolio reflects the Fund's proportionate interest in the net assets of the Portfolio (approximately 100% at December 31, 2003). The performance of the Fund is directly affected by the performance of the Portfolio. The financial statements of the Portfolio are included elsewhere in this report and should be read in conjunction with the Fund's financial statements. On June 21, 2003, by vote of the Trustees, the name of the Standish High Yield Bond Fund was changed to Standish Mellon High Yield Bond Fund. In addition, the Declaration of Trust was amended to change the name of the Trust from Standish, Ayer & Wood Investment Trust to Mellon Institutional Funds Investment Trust. The name changes became effective July 1, 2003. The following is a summary of significant accounting policies followed by the Fund in the preparation of its financial statements. The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates. A. INVESTMENT SECURITY VALUATIONS The Fund records its investment in the Portfolio at value. The method by which the Portfolio values its securities is discussed in Note 1A of the Portfolio's Notes to Financial Statements, which are included elsewhere in this report. B. SECURITIES TRANSACTIONS AND INCOME Securities transactions are recorded as of the trade date. Currently, the Fund's net investment income consists of the Fund's pro rata share of the net investment income of the Portfolio, less all actual and accrued expenses of the Fund determined in accordance with accounting principles generally accepted in the United States of America. All realized and unrealized gains and losses of the Portfolio are allocated pro rata among the investors in the Portfolio. C. DISTRIBUTIONS TO SHAREHOLDERS Distributions to shareholders are recorded on the ex-dividend date. The Fund's dividends from short-term and long-term capital gains, if any, after reduction of capital losses will be declared and distributed at least annually, as will dividends from net investment income. In determining the amounts of its dividends, the Fund will take into account its share of the income, gains or losses, expenses, and any other tax items of the Portfolio. Dividends from net investment income and distributions from capital gains, if any, are reinvested in additional shares of the Fund unless a shareholder elects to receive them in cash. Income and capital gain distributions are determined in accordance with income tax regulations which may differ from accounting principles generally accepted in the United States of America. These differences, which may result in distribution reclassifications, are primarily due to differing treatments for foreign currency transactions, amortization and/or accretion of premiums and discounts on certain securities, non-taxable dividends, capital loss carryforwards, post-October losses, losses deferred due to wash sales and excise tax regulations. 11 MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST STANDISH MELLON HIGH YIELD BOND FUND NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- Permanent book and tax basis differences relating to shareholder distributions will result in reclassifications to undistributed net investment income, accumulated net realized gain (loss) and paid in capital. Undistributed net investment income and accumulated net realized gain (loss) on investments and foreign currency transactions may include temporary book and tax basis differences which will reverse in a subsequent period. Any taxable income or gain remaining at fiscal year end is distributed in the following year. D. EXPENSES The majority of expenses of the Trust are directly identifiable to an individual fund. Expenses which are not readily identifiable to a specific fund are allocated taking into consideration, among other things, the nature and type of expense and the relative size of the funds. E. COMMITMENT AND CONTINGENCIES In the normal course of business, the Fund may enter into contracts and agreements that contain a variety of representations and warranties, which provide general indemnifications. The maximum exposure to the Fund under these arrangements is unknown, as this would involve future claims that may be made against the Fund that have not yet occurred. However, based on experience, the Fund expects the risks of loss to be remote. (2) INVESTMENT ADVISORY FEE: The Fund does not directly pay any investment advisory fees, but indirectly bears its pro rata share of the compensation paid by the Portfolio to Standish Mellon Asset Management Company LLC ("Standish Mellon"), a wholly-owned subsidiary of Mellon Financial Corporation, for such services. See Note 2 of the Portfolio's Notes to Financial Statements which are included elsewhere in this report. Standish Mellon voluntarily agreed to limit the total operating expenses of the Fund and its pro rata share of the Portfolio expenses (excluding commissions, taxes and extraordinary expenses) to 0.50% of the Fund's average daily net assets. This agreement is voluntary and temporary and may be discontinued or revised by Standish Mellon at any time. Pursuant to this agreement, for the year ended December 31, 2003, Standish Mellon voluntarily reimbursed the Fund for $78,353 of its operating expenses. Effective January 28, 2003, the Fund began imposing a redemption fee of 2% of the net asset value of the shares, with certain exceptions, which are redeemed or exchanged less than 90 days from the day of their purchase. The redemption fee is paid directly to the Fund, and is designed to offset brokerage commissions, market impact, and other costs associated with short-term trading. The fee does not apply to shares that were acquired through reinvestment of distributions. For the period ended December 31, 2003, the Fund received $1,380 in redemption fees. No director, officer or employee of Standish Mellon or its affiliates receives any compensation from the Trust or the Fund for serving as an officer or Trustee of the Trust. The Trust pays each Trustee who is not a director, officer or employee of Standish Mellon or its affiliates an annual fee and a per meeting fee as well as reimbursement for travel and out of pocket expenses. In addition, the Trust pays the legal fees for the independent counsel of the Trustees. (3) INVESTMENT TRANSACTIONS: Increases and decreases in the Fund's investment in the Portfolio for the year ended December 31, 2003 aggregated $13,400,767 and $10,633,762, respectively. 12 MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST STANDISH MELLON HIGH YIELD BOND FUND NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- (4) SHARES OF BENEFICIAL INTEREST: The Declaration of Trust permits the Trustees to issue an unlimited number of full and fractional shares of beneficial interest having a par value of one cent per share. Transactions in Fund shares were as follows: YEAR ENDED YEAR ENDED DECEMBER 31, 2003 DECEMBER 31, 2002 -------------------- -------------------- Shares sold 883,066 1,205,169 Shares issued to shareholders in payment of distributions declared 235,981 217,488 Shares redeemed (668,446) (1,461,971) -------- ---------- Net increase (decrease) 450,601 (39,314) ======== ========== At December 31, 2003, one shareholder held of record approximately 57% of the total outstanding shares of the Fund. Investment activity of this shareholder could have a material impact on the Fund. A significant portion of the Fund's shares represent investments by fiduciary accounts over which Standish Mellon and its affiliates have either sole or joint investment discretion. (5) FEDERAL TAXES: As a regulated investment company qualified under Subchapter M of the Internal Revenue Code, the Fund is not subject to income taxes to the extent that it distributes substantially all of its taxable income for its fiscal year. As of December 31, 2003, the components of distributable earnings on a tax basis were as follows: AMOUNT ------------ Accumulated losses $(11,733,921) At December 31, 2003, the Fund, for federal income tax purposes, has capital loss carryovers which will reduce the Fund's taxable income arising from net realized gain on investments, if any, to the extent permitted by the Internal Revenue Code and thus will reduce the amount of distributions to shareholders which would otherwise be necessary to relieve the Fund of any liability for federal income tax. Such capital loss carryovers are as follows: CAPITAL LOSS CARRY OVER EXPIRATION DATE ------------ --------------- $1,184,433 12/31/2007 1,597,308 12/31/2008 4,484,343 12/31/2009 4,197,096 12/31/2010 The fund elected to defer to its fiscal year ending December 31, 2004 $270,741 of losses recognized during the period November 1, 2003 to December 31, 2003. The tax character of distributions paid during the fiscal year ended December 31, 2003, was as follows: Distributions paid from: Ordinary income $4,091,517 See corresponding master portfolio for tax basis unrealized appreciation/(depreciation) information. 13 REPORT OF INDEPENDENT AUDITORS To the Trustees of Mellon Institutional Funds Investment Trust and Shareholders of Standish Mellon High Yield Bond Fund: In our opinion, the accompanying statement of assets and liabilities and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Mellon Institutional Funds Investment Trust: Standish Mellon High Yield Bond Fund (formerly, Standish High Yield Bond Fund) (the "Fund") at December 31, 2003, and the results of its operations, the changes in its net assets and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included correspondence with the custodian, provide a reasonable basis for our opinion. PricewaterhouseCoopers LLP Boston, Massachusetts February 20, 2004 14 MELLON INSTITUTIONAL FUNDS MASTER PORTFOLIO STANDISH MELLON HIGH YIELD BOND PORTFOLIO SCHEDULE OF INVESTMENTS - DECEMBER 31, 2003 - -------------------------------------------------------------------------------- PAR VALUE SECURITY RATE MATURITY VALUE (NOTE 1A) - -------------------------------------------------------------------------------------------------------------- BONDS AND NOTES -- 96.3% ASSET BACKED -- 0.1% South Carolina Tobacco Settlement Authority 6.000% 05/15/2022 USD 90,000 $ 86,024 -------- Total Asset Backed (Cost $79,668) 86,024 -------- CONVERTIBLE CORPORATE BONDS -- 1.1% CenterPoint Energy, Inc. 144A CVT 2.875% 01/15/2024 75,000 76,219 Lam Research Corp. CVT 4.000% 06/01/2006 200,000 205,000 Meristar Hospitality Corp. REIT CVT 9.500% 04/01/2010 175,000 210,875 Royal Caribbean Cruises Step Up Notes CVT(a) 0.000% 05/18/2021 50,000 29,000 Xcel Energy, Inc. 144A CVT 7.500% 11/21/2007 40,000 62,050 -------- Total Convertible Corporate Bonds (Cost $511,199) 583,144 -------- CORPORATE -- 75.8% BANKING -- 1.4% Chevy Chase Bank Sub Notes 6.875% 12/01/2013 795,000 814,875 -------- BASIC INDUSTRY -- 12.1% Berry Plastics Corp. 144A Senior Sub Notes 10.750% 07/15/2012 70,000 80,588 Boise Cascade Co. Senior Notes 6.500% 11/01/2010 110,000 114,747 Corn Products International, Inc. Senior Notes 8.250% 07/15/2007 145,000 158,775 Corrections Corp. of America Senior Notes 7.500% 05/01/2011 60,000 63,000 Crown Cork & Seal Co., Inc. 7.375% 12/15/2026 575,000 519,656 Crown Cork & Seal Co., Inc. 8.000% 04/15/2023 270,000 252,450 CSC Holdings, Inc. 8.125% 08/15/2009 450,000 483,750 Earle M. Jorgensen Co. 9.750% 06/01/2012 100,000 111,000 Equistar Chemical/Funding 10.125% 09/01/2008 140,000 153,300 Equistar Chemicals LP Senior Notes 10.625% 05/01/2011 160,000 176,800 Freeport-McMoRan Copper & Gold, Inc. 144A Senior Notes 10.125% 02/01/2010 175,000 201,687 Georgia-Pacific Corp. 8.875% 02/01/2010 150,000 171,000 Georgia-Pacific Corp. 144A Senior Notes 8.000% 01/15/2024 230,000 234,600 Georgia-Pacific Corp. Senior Notes 7.375% 07/15/2008 440,000 473,000 Great Lakes Dredge & Dock Co. 144A Senior Sub Notes 7.750% 12/15/2013 150,000 154,312 Kansas City Southern 7.500% 06/15/2009 250,000 256,250 Kraton Polymers LLC 144A Senior Sub Notes 8.125% 01/15/2014 20,000 20,800 Nalco Co. 144A Senior Sub Notes 8.875% 11/15/2013 500,000 530,000 National Waterworks, Inc. Series B 10.500% 12/01/2012 90,000 100,575 Norcraft Co. 144A Senior Sub Notes 9.000% 11/01/2011 50,000 54,000 Owens-Brockway Glass Container, Inc. 7.750% 05/15/2011 80,000 85,900 Owens-Illinois, Inc. 7.500% 05/15/2010 290,000 297,612 Silgan Holdings, Inc. 144A Senior Sub Notes 6.750% 11/15/2013 110,000 110,275 Steel Dynamics, Inc. 9.500% 03/15/2009 450,000 499,500 Texas Industries, Inc. Senior Notes 10.250% 06/15/2011 235,000 265,550 US Steel Corp. Senior Notes 9.750% 05/15/2010 130,000 146,250 Westlake Chemical Corp. 144A 8.750% 07/15/2011 235,000 257,325 Williams Cos., Inc. 7.125% 09/01/2011 225,000 237,937 Williams Cos., Inc. 7.625% 07/15/2019 475,000 496,969 The accompanying notes are an integral part of the financial statements. 15 MELLON INSTITUTIONAL FUNDS MASTER PORTFOLIO STANDISH MELLON HIGH YIELD BOND PORTFOLIO SCHEDULE OF INVESTMENTS - DECEMBER 31, 2003 - -------------------------------------------------------------------------------- PAR VALUE SECURITY RATE MATURITY VALUE (NOTE 1A) - -------------------------------------------------------------------------------------------------------------- BASIC INDUSTRY (CONTINUED) Williams Cos., Inc. Senior Notes 8.625% 06/01/2010 USD 75,000 $ 84,187 Williams Cos., Inc. Series A 7.500% 01/15/2031 115,000 116,437 ---------- 6,908,232 ---------- CAPITAL GOODS -- 4.9% Alliant Techsystems, Inc. 8.500% 05/15/2011 105,000 115,500 Allied Waste Industries, Inc. 8.875% 04/01/2008 275,000 308,000 Allied Waste Industries, Inc. 9.250% 05/01/2021 360,000 398,250 Allied Waste Industries, Inc. 10.000% 08/01/2009 150,000 162,000 Allied Waste Industries, Inc. Series B 8.500% 12/01/2008 150,000 166,875 Allied Waste North America Senior Notes 7.875% 04/15/2013 215,000 232,737 Esterline Technologies Corp. 144A Senior Sub Notes 7.750% 06/15/2013 120,000 129,000 K&F Industries, Inc. Senior Sub Notes 9.625% 12/15/2010 65,000 72,881 Kinetic Concepts, Inc. 144A Senior Sub Notes 7.375% 05/15/2013 145,000 149,350 Sensus Metering Systems, Inc. 144A Senior Sub Notes 8.625% 12/15/2013 180,000 184,725 Smurfit-Stone Container Corp. 8.250% 10/01/2012 100,000 108,500 SPX Corp. Senior Notes 6.250% 06/15/2011 80,000 82,200 SPX Corp. Senior Notes 7.500% 01/01/2013 250,000 271,875 Stone Container Corp. Senior Notes 8.375% 07/01/2012 360,000 390,600 ---------- 2,772,493 ---------- COMMUNICATIONS -- 7.6% ACC Escrow Corp. 144A Senior Notes 10.000% 08/01/2011 150,000 167,250 American Tower Corp. Senior Notes 9.375% 02/01/2009 160,000 170,400 Block Communications, Inc. 9.250% 04/15/2009 400,000 430,000 CBD Media LLC 144A Senior Sub Notes 8.625% 06/01/2011 350,000 385,000 Crown Castle International Corp.144A Senior Notes 7.500% 12/01/2013 140,000 140,700 Dobson Communications Co. 144A Senior Notes 8.875% 10/01/2013 310,000 313,875 Fairpoint Communications, Inc. Senior Notes 11.875% 03/01/2010 90,000 104,850 Gables Wireless, Inc. 144A Senior Notes 10.750% 10/01/2011 300,000 298,500 Nextel Communications, Inc. Senior Notes 6.875% 10/31/2013 525,000 555,187 Qwest Capital Funding 6.500% 11/15/2018 685,000 578,825 Qwest Services Corp. 144A 13.000% 12/15/2007 145,000 170,375 Salem Communciations Corp. Senior Sub Notes 7.750% 12/15/2010 390,000 406,575 Worldcom, Inc.{*} 8.250% 05/15/2031 365,000 122,275 Worldcom, Inc. Senior Notes{*} 6.500% 04/15/2010 580,000 466,900 ---------- 4,310,712 ---------- CONSUMER CYCLICAL -- 19.6% Advanced Accessory Systems LLC Senior Notes 10.750% 06/15/2011 460,000 506,575 American Media Operations, Inc. Series B 10.250% 05/01/2009 210,000 223,912 Ameristar Casinos, Inc. 10.750% 02/15/2009 500,000 575,000 Argosy Gaming Co. 10.750% 06/01/2009 825,000 891,000 Chumash Casino & Resort 144A Senior Notes 9.000% 07/15/2010 515,000 569,075 Cinemark USA, Inc. Senior Sub Notes 9.000% 02/01/2013 135,000 151,875 Coast Hotels & Casino, Inc. 9.500% 04/01/2009 285,000 301,387 D.R. Horton, Inc. 8.500% 04/15/2012 50,000 56,500 D.R. Horton, Inc. 10.500% 04/01/2005 175,000 189,875 Dex Media Finance, Inc. 144A Senior Notes 8.500% 08/15/2010 80,000 89,100 The accompanying notes are an integral part of the financial statements. 16 MELLON INSTITUTIONAL FUNDS MASTER PORTFOLIO STANDISH MELLON HIGH YIELD BOND PORTFOLIO SCHEDULE OF INVESTMENTS - DECEMBER 31, 2003 - -------------------------------------------------------------------------------- PAR VALUE SECURITY RATE MATURITY VALUE (NOTE 1A) - -------------------------------------------------------------------------------------------------------------- CONSUMER CYCLICAL (CONTINUED) Dex Media Finance, Inc. 144A Senior Sub Notes 9.875% 08/15/2013 USD 80,000 $ 93,000 Dex Media, Inc. 144A 8.000% 11/15/2013 90,000 94,500 DirecTV Holdings LLC Senior Notes 8.375% 03/15/2013 275,000 319,000 Dominos, Inc. 144A Senior Sub Notes 8.250% 07/01/2011 155,000 166,044 Echostar DBS Corp. 144A Senior Notes 5.750% 10/01/2008 435,000 439,894 Echostar DBS Corp. Senior Notes 9.125% 01/15/2009 146,000 163,337 Entercom Communications Corp. 7.625% 03/01/2014 50,000 53,687 Entravision Communications Corp. 8.125% 03/15/2009 315,000 337,050 Gaylord Entertainment Co. 144A Senior Notes 8.000% 11/15/2013 60,000 63,300 Horseshoe Gaming Holding Corp. 8.625% 05/15/2009 200,000 211,250 Host Marriott LP REIT 8.375% 02/15/2006 115,000 122,619 Isle of Capri Casinos 8.750% 04/15/2009 260,000 273,000 John Q Hamons Hotels, Inc. Series B 8.875% 05/15/2012 350,000 385,875 Keystone Automotive Operations, Inc. 144A Senior Sub Notes 9.750% 11/01/2013 105,000 112,875 Mohegan Tribal Gaming Authority Senior Notes 8.375% 07/01/2011 670,000 730,300 Mohegan Tribal Gaming Authority Senior Sub Notes 8.125% 01/01/2006 350,000 377,125 Moore North America Finance, Inc. 144A Senior Notes 7.875% 01/15/2011 225,000 254,812 Panavision, Inc. Step Up Sub Notes(a)(b) 9.625% 02/01/2006 400,000 240,000 Pinnacle Entertainment, Inc. 8.750% 10/01/2013 340,000 345,950 Radio One, Inc. Series B 8.875% 07/01/2011 60,000 66,150 Regal Cinemas, Inc. Series B 9.375% 02/01/2012 215,000 242,950 River Rock Entertainment Authority 144A Senior Notes 9.750% 11/01/2011 160,000 172,000 Russell Corp. 9.250% 05/01/2010 187,000 193,779 Scotts Co. 144A Senior Sub Notes 6.625% 11/15/2013 85,000 87,337 Six Flags, Inc. Senior Notes 9.500% 02/01/2009 420,000 439,950 Spanish Broadcasting System, Inc. 9.625% 11/01/2009 190,000 202,825 Speedway Motorsports, Inc. Senior Sub Notes 6.750% 06/01/2013 395,000 407,837 Station Casinos, Inc. 8.375% 02/15/2008 200,000 214,250 Station Casinos, Inc. Senior Sub Notes 9.875% 07/01/2010 200,000 220,000 TRW Automotive, Inc. Senior Notes 9.375% 02/15/2013 310,000 354,175 Turning Stone Casino Resort Enterprise 9.125% 12/15/2010 250,000 271,875 ----------- 11,211,045 ----------- CONSUMER NONCYCLICAL -- 8.6% Altria Group, Inc. 7.000% 11/04/2013 135,000 144,017 Apogent Technologies, Inc. Senior Sub Notes 6.500% 05/15/2013 100,000 104,250 Ball Corp. 6.875% 12/15/2012 30,000 31,350 Chattem, Inc. 8.875% 04/01/2008 550,000 566,500 Columbia/HCA Healthcare 8.850% 01/01/2007 175,000 197,867 Constellation Brands, Inc. Series B 8.000% 02/15/2008 130,000 144,300 Del Monte Corp. Senior Sub Notes 8.625% 12/15/2012 380,000 416,100 Elizabeth Arden, Inc. 11.750% 02/01/2011 100,000 119,000 Ingles Markets, Inc. 8.875% 12/01/2011 150,000 150,750 Marsh Supermarket, Inc. Series B 8.875% 08/01/2007 150,000 141,750 Medex, Inc. 144A Senior Sub Notes 8.875% 05/15/2013 35,000 37,625 NeighborCare, Inc. 144A Senior Sub Notes 6.875% 11/15/2013 40,000 40,700 Pathmark Stores 8.750% 02/01/2012 270,000 282,150 Rite Aid Corp. 8.125% 05/01/2010 310,000 333,250 The accompanying notes are an integral part of the financial statements. 17 MELLON INSTITUTIONAL FUNDS MASTER PORTFOLIO STANDISH MELLON HIGH YIELD BOND PORTFOLIO SCHEDULE OF INVESTMENTS - DECEMBER 31, 2003 - -------------------------------------------------------------------------------- PAR VALUE SECURITY RATE MATURITY VALUE (NOTE 1A) - -------------------------------------------------------------------------------------------------------------- CONSUMER NONCYCLICAL (CONTINUED) Rite Aid Corp. 9.500% 02/15/2011 USD 135,000 $ 152,212 Rite Aid Corp. 12.500% 09/15/2006 500,000 580,000 RJ Reynolds Tobacco Holdings, Inc. Series B 7.750% 05/15/2006 135,000 141,750 Smithfield Foods, Inc. Senior Notes 7.750% 05/15/2013 160,000 166,400 Stater Brothers Holdings Senior Notes 10.750% 08/15/2006 795,000 837,731 Tenet Healthcare Corp. Senior Notes 6.500% 06/01/2012 149,000 142,854 Tricon Global Restaurant, Inc. Senior Notes 7.650% 05/15/2008 175,000 198,625 ----------- 4,929,181 ----------- ENERGY -- 11.6% Amerigas Partners Senior Notes 8.875% 05/20/2011 200,000 220,000 ANR Pipeline Co. 7.375% 02/15/2024 225,000 227,250 ANR Pipeline Co. Senior Notes 7.000% 06/01/2025 35,000 35,613 Calpine Corp. 144A 8.500% 07/15/2010 200,000 195,000 Chesapeake Energy Corp. 8.125% 04/01/2011 275,000 305,250 Citgo Petroleum Corp. Senior Notes 11.375% 02/01/2011 185,000 214,600 CMS Energy Corp. 144A Senior Notes 7.750% 08/01/2010 150,000 157,688 CMS Energy Corp. Senior Notes 8.500% 04/15/2011 345,000 372,600 CMS Energy Corp. Senior Notes 9.875% 10/15/2007 400,000 446,000 Dynegy Holdings, Inc. 144A 9.875% 07/15/2010 485,000 545,625 El Paso Natural Gas Co. 8.375% 06/15/2032 140,000 143,080 El Paso Natural Gas Co. 8.625% 01/15/2022 425,000 442,531 El Paso Production Co. 144A Senior Notes 7.750% 06/01/2013 465,000 458,025 FirstEnergy Corp. Series B 6.450% 11/15/2011 135,000 139,920 Houston Exploration Co. 144A Senior Sub Notes 7.000% 06/15/2013 150,000 154,875 Lyondell Chemical Co. Series A 9.625% 05/01/2007 310,000 328,600 MSW Energy Holdings 144A 7.375% 09/01/2010 325,000 339,625 Newfield Exploration Co. Senior Sub Notes 8.375% 08/15/2012 225,000 252,000 NRG Energy, Inc. 144A 8.000% 12/15/2013 125,000 131,406 Peabody Energy Corp. Series B 6.875% 03/15/2013 125,000 131,875 Pogo Producing Co. 144A 8.250% 04/15/2011 55,000 61,325 Premcor Refining Group 144A Senior Notes 9.500% 02/01/2013 195,000 222,300 Reliant Resources, Inc. 144A 9.250% 07/15/2010 80,000 84,800 Teco Energy, Inc. Senior Notes 7.500% 06/15/2010 70,000 74,900 Tennessee Gas Pipeline Co. 8.375% 06/15/2032 175,000 185,719 Tesoro Petroleum Corp. 8.000% 04/15/2008 65,000 69,063 Transcontinental Gas Pipeline Corp. Senior Notes 8.875% 07/15/2012 325,000 384,313 Westar Energy, Inc. 7.875% 05/01/2007 125,000 139,688 XTO Energy, Inc. Senior Notes 7.500% 04/15/2012 115,000 129,950 ----------- 6,593,621 ----------- FINANCIAL -- 3.9% Arch Western Finance LLC 144A Senior Notes 6.750% 07/01/2013 80,000 82,200 Couche-Tard Financing Corp. Senior Sub Notes 144A 7.500% 12/15/2013 100,000 104,750 Felcor Lodging LP REIT 10.000% 09/15/2008 100,000 108,000 FPL Energy Wind Funding LLC 144A 6.876% 06/27/2017 140,000 140,000 Leucadia National Corp. 144A Senior Notes 7.000% 08/15/2013 420,000 420,000 Meristar Hospitality Corp. REIT 10.500% 06/15/2009 190,000 206,150 Poster Financial Group 144A 8.750% 12/01/2011 500,000 528,750 The accompanying notes are an integral part of the financial statements. 18 MELLON INSTITUTIONAL FUNDS MASTER PORTFOLIO STANDISH MELLON HIGH YIELD BOND PORTFOLIO SCHEDULE OF INVESTMENTS - DECEMBER 31, 2003 - -------------------------------------------------------------------------------- PAR VALUE SECURITY RATE MATURITY VALUE (NOTE 1A) - -------------------------------------------------------------------------------------------------------------- FINANCIAL (CONTINUED) RH Donnelley Finance Corp. I 144A Senior Notes 8.875% 12/15/2010 USD 220,000 $ 247,500 RH Donnelley Finance Corp. I 144A Senior Sub Notes 10.875% 12/15/2012 320,000 379,600 ----------- 2,216,950 ----------- PUBLIC UTILITY -- 4.7% AES Corp. 144A 8.750% 05/15/2013 635,000 709,613 AES Corp. 144A 10.000% 07/15/2005 475,640 483,964 AES Corp. Senior Notes 8.875% 02/15/2011 100,000 109,000 AES Corp. Senior Sub Notes 8.500% 11/01/2007 135,000 137,026 Ipalco Enterprises, Inc. 8.375% 11/14/2008 275,000 307,313 Northwest Pipeline Corp. 6.625% 12/01/2007 525,000 551,250 Southern Natural Gas Co. 8.875% 03/15/2010 50,000 56,250 Southern Natural Gas Co. 7.350% 02/15/2031 350,000 345,625 ----------- 2,700,041 ----------- TECHNOLOGY -- 0.9% L-3 Communications Corp. 6.125% 07/15/2013 525,000 528,938 ----------- TRANSPORTATION -- 0.5% Delta Air Lines 7.900% 12/15/2009 325,000 262,844 ----------- Total Corporate (Cost $40,439,905) 43,248,932 ----------- SOVEREIGN BONDS -- 2.7% Dominican Republic 144A 9.500% 09/27/2006 60,000 48,600 Dominican Republic Euro Registered 9.500% 09/27/2006 65,000 52,650 Ministry Finance Russia 3.000% 05/14/2008 50,000 44,688 Nigeria Promissory Notes Series RC 5.092% 01/05/2010 150,000 57,000 Republic of Brazil 8.000% 04/15/2014 86,199 84,798 Republic of Brazil 11.000% 08/17/2040 145,000 159,500 Republic of Brazil 12.000% 04/15/2010 35,000 42,000 Republic of Colombia 9.750% 04/23/2009 65,000 71,695 Republic of Ecuador 7.000% 08/15/2030 95,000 73,625 Republic of Ecuador 144A 12.000% 11/15/2012 45,000 43,988 Republic of Peru 8.750% 11/21/2033 50,000 50,000 Republic of Peru FLIRB(c) 4.500% 03/07/2017 50,000 44,500 Republic of Peru PDI(c) 5.000% 03/07/2017 61,100 56,518 Republic of Philippines 8.375% 03/12/2009 45,000 47,419 Republic of Turkey 11.750% 06/15/2010 15,000 18,900 Republic of Turkey Senior Unsub Notes 11.875% 01/15/2030 35,000 47,425 Republic of Turkey Senior Unsub Notes 12.375% 06/15/2009 55,000 69,850 Republic of Uruguay 7.500% 03/15/2015 88,000 70,400 Republic of Venezuela 9.250% 09/15/2027 85,000 77,350 Republic of Venezuela 144A 10.750% 09/19/2013 65,000 69,388 Republic of Venezuela 144A 10.750% 09/19/2013 25,000 26,688 Russian Federation 5.000% 03/31/2030 145,000 139,563 Russian Federation 8.250% 03/31/2010 55,000 61,463 Ukraine Government Senior Notes 11.000% 03/15/2007 81,668 90,855 ----------- Total Sovereign Bonds (Cost $1,475,414) 1,548,863 ----------- The accompanying notes are an integral part of the financial statements. 19 MELLON INSTITUTIONAL FUNDS MASTER PORTFOLIO STANDISH MELLON HIGH YIELD BOND PORTFOLIO SCHEDULE OF INVESTMENTS - DECEMBER 31, 2003 - -------------------------------------------------------------------------------- PAR VALUE SECURITY RATE MATURITY VALUE (NOTE 1A) - -------------------------------------------------------------------------------------------------------------- YANKEE BONDS -- 8.5% Abitibi-Consolidated, Inc. 8.550% 08/01/2010 USD 225,000 $ 250,560 Crown Euro Holdings SA 9.500% 03/01/2011 275,000 311,438 GT Group Telecom, Inc. Senior Step Up Notes{*}(a) 0.000% 02/01/2010 925,000 93 Innova S de RL de CV 144A 9.375% 09/19/2013 175,000 179,594 Ipsco, Inc. Senior Notes 8.750% 06/01/2013 40,000 44,200 MDP Acquisitions PLC Senior Notes 9.625% 10/01/2012 150,000 168,000 Norampac, Inc. Senior Notes 6.750% 06/01/2013 80,000 83,400 Quebecor Media, Inc. Senior Notes 11.125% 07/15/2011 150,000 173,625 Rogers Cable, Inc. 6.250% 06/15/2013 315,000 317,363 Royal Caribbean Cruises 7.500% 10/15/2027 325,000 318,500 Royal Caribbean Cruises Senior Notes 8.000% 05/15/2010 150,000 163,500 Royal Caribbean Cruises Senior Notes 8.125% 07/28/2004 100,000 103,250 Royal Caribbean Cruises Senior Notes 8.750% 02/02/2011 1,000,000 1,130,000 Salomon Bros. (Sibneft) 10.750% 01/15/2009 40,000 45,200 Stena AB 144A Senior Notes 7.500% 11/01/2013 70,000 72,100 Stena AB Senior Notes 9.625% 12/01/2012 70,000 78,925 Telenet Group Holding NV 144A Senior Step Up Notes(a) 0.000% 06/15/2014 210,000 132,300 Tyco International Group SA 6.125% 01/15/2009 500,000 535,000 Tyco International Group SA 6.375% 10/15/2011 275,000 293,906 Videotron 144A Senior Notes 6.875% 01/15/2014 120,000 123,900 Vivendi Universal 144A Senior Notes 9.250% 04/15/2010 265,000 314,025 ---------- Total Yankee Bonds (Cost $4,959,681) 4,838,879 ---------- NON-AGENCY -- 1.8% PASS THRU SECURITIES -- 1.8% Continental Airlines, Inc. 1999-1 B 6.795% 08/02/2018 87,211 73,628 Continental Airlines, Inc. 1999-2 7.566% 03/15/2020 161,605 136,237 Continental Airlines, Inc. 2000-2 8.307% 04/02/2018 372,124 330,713 GMAC Commercial Mortgage Securities, Inc. 1996-C1 F Non-ERISA 7.860% 11/15/2006 250,000 266,248 Northwest Airlines, Inc. 1999-2C 8.304% 09/01/2010 233,116 201,426 ---------- Total Non-Agency (Cost $892,829) 1,008,252 ---------- FOREIGN DENOMINATED -- 6.3% EURO -- 6.2% Colt Telecom Europe PLC CVT 2.000% 12/16/2006 EUR 125,000 170,088 Eircom Funding 8.250% 08/15/2013 255,000 353,783 Fort James Corp. 4.750% 06/29/2004 100,000 125,525 Messer Greisheim Holdings AG Senior Notes 10.375% 06/01/2011 325,000 472,372 Remy Cointreau SA 144A 6.500% 07/01/2010 60,000 78,147 Teksid Aluminum SpA 11.375% 07/15/2011 400,000 537,588 Telenet Communication NV 144A Senior Notes 9.000% 12/15/2013 960,000 1,244,306 Valentia Telecommunications Ltd. 7.250% 12/31/2049 430,000 581,695 ---------- 3,563,504 ---------- The accompanying notes are an integral part of the financial statements. 20 MELLON INSTITUTIONAL FUNDS MASTER PORTFOLIO STANDISH MELLON HIGH YIELD BOND PORTFOLIO SCHEDULE OF INVESTMENTS - DECEMBER 31, 2003 - -------------------------------------------------------------------------------- PAR VALUE SECURITY RATE MATURITY VALUE (NOTE 1A) - -------------------------------------------------------------------------------------------------------------- FRANCE -- 0.1% Ivory Coast FLIRB{*}(c) 2.000% 03/29/2018 FRF 2,000,000 $ 59,471 ----------- Total Foreign Denominated (Cost $3,101,315) 3,622,975 ----------- TOTAL BONDS AND NOTES (COST $51,460,011) 54,937,069 ----------- SHARES --------- PREFERRED STOCKS -- 1.9% CONVERTIBLE PREFERRED STOCKS -- 1.3% Ford Motor Co. Capital Trust II 6.50% CVT Pfd 2,000 111,700 General Motors Corp. Series C 6.25% CVT Pfd 2,300 74,290 Kansas City Southern 4.25% 144A CVT Pfd 290 165,771 Omnicare, Inc. 4.00% CVT Pfd 1,000 63,750 Tyco International Group SA 3.125% 144A CVT Pfd 240,000 328,200 --------- Total Convertible Preferred Stocks (Cost $577,779) 743,711 --------- NON-CONVERTIBLE PREFERRED STOCKS -- 0.6% CSC Holdings, Inc. 11.125% Pfd 3,500 367,500 --------- Total Non-Convertible Preferred Stocks (Cost $317,750) 367,500 --------- TOTAL PREFERRED STOCKS (COST $895,529) 1,111,211 --------- SHARES VALUE --------- ----------- WARRANTS -- 0.0% COMMUNICATIONS -- 0.0% GT Group Telecom, Inc., 02/01/2010* 925 9 McLeod USA, Inc., 04/16/2007* 3,379 1,386 ----- TOTAL WARRANTS (COST $60,043) 1,395 ----- SHORT-TERM INVESTMENTS -- 0.3% REPURCHASE AGREEMENTS -- 0.3% Tri-party repurchase agreement dated 12/31/03 with Salomon Smith Barney, Inc. and Investors Bank and Trust Company, due 01/02/04, with a maturity value of $168,931 and an effective yield of 0.20%, collateralized by a U.S. Government Obligation with a rate of 5.18%, a maturity date of 02/15/26 and an aggregate market value of $172,477. 168,929 ------- TOTAL SHORT-TERM INVESTMENTS (COST $168,929) 168,929 ------- TOTAL INVESTMENTS -- 98.5% (COST $52,584,512) $56,218,604 OTHER ASSETS, LESS LIABILITIES -- 1.5% 859,959 ----------- NET ASSETS -- 100.0% $57,078,563 =========== The accompanying notes are an integral part of the financial statements. 21 MELLON INSTITUTIONAL FUNDS MASTER PORTFOLIO STANDISH MELLON HIGH YIELD BOND PORTFOLIO SCHEDULE OF INVESTMENTS - DECEMBER 31, 2003 - -------------------------------------------------------------------------------- NOTES TO SCHEDULE OF INVESTMENTS: 144A - Securities exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration to qualified buyers. CVT - Convertible EUR - Euro FLIRB - Front Loaded Interest Reduction Bond FRF - French Franc PDI - Past Due Interest Bonds REIT - Real Estate Investment Trust Step Up - Coupon rate increases in increments to maturity. Rate disclosed is as of December 31, 2003. Maturity date disclosed is the ultimate maturity. USD - United States Dollar (a) Debt obligation initially issued in zero coupon form which converts to coupon form at a specified rate and date. The rate shown is the rate at period end. The maturity date shown is the ultimate maturity. (b) Security is valued in good faith under procedures established by the board of trustees. (c) Variable Rate Security; rate indicated is as of 12/31/03. * Non-income producing security. {*} Defaulted security. The accompanying notes are an integral part of the financial statements. 22 MELLON INSTITUTIONAL FUNDS MASTER PORTFOLIO STANDISH MELLON HIGH YIELD BOND PORTFOLIO SCHEDULE OF INVESTMENTS - DECEMBER 31, 2003 - -------------------------------------------------------------------------------- PERCENTAGE OF NET INDUSTRY SECTOR ASSETS - ------------------------------------------------------------------------ Consumer Cyclical 24.8% Basic Industry 14.7% Energy 11.9% Communications 10.4% Financial 9.4% Consumer Noncyclical 8.8% Capital Goods 7.8% Public Utility 4.7% Foreign Government 2.8% Transportation 2.0% Technology 0.9% Short-Term Investments 0.3% ------- 98.5% PERCENTAGE OF NET TOP TEN COUNTRIES ASSETS - ------------------------------------------------------------------------ United States 85.0% Liberia 3.0% Ireland 1.9% Canada 1.5% Bermuda 1.4% France 1.2% Germany 0.8% Russia 0.5% Brazil 0.5% Mexico 0.3% The accompanying notes are an integral part of the financial statements. 23 MELLON INSTITUTIONAL FUNDS MASTER PORTFOLIO STANDISH MELLON HIGH YIELD BOND PORTFOLIO STATEMENT OF ASSETS AND LIABILITIES DECEMBER 31, 2003 - -------------------------------------------------------------------------------- ASSETS Investments, at value (Note 1A) (identified cost, $52,584,512) $56,218,604 Cash 41,295 Receivable for investments sold 33,228 Interest and dividends receivable 1,115,829 Receivable for open swap contracts (Note 5) 10,303 Receivable for closed forward foreign currency contracts (Note 5) 629 Prepaid expenses 4,300 ----------- Total assets 57,424,188 LIABILITIES Payable for investments purchased $193,678 Unrealized depreciation on forward foreign currency exchange contracts (Note 5) 94,689 Accrued accounting and custody fees 14,871 Accrued trustees' fees and expenses (Note 2) 2,108 Accrued expenses and other liabilities 40,279 ------- Total liabilities 345,625 ----------- NET ASSETS (APPLICABLE TO INVESTORS' BENEFICIAL INTERESTS) $57,078,563 =========== The accompanying notes are an integral part of the financial statements. 24 MELLON INSTITUTIONAL FUNDS MASTER PORTFOLIO STANDISH MELLON HIGH YIELD BOND PORTFOLIO STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2003 - -------------------------------------------------------------------------------- INVESTMENT INCOME (NOTE 1C) Interest income (including securities lending income of $15,246 (Note 6)) $ 4,240,746 Dividend income 89,295 ----------- Total income 4,330,041 EXPENSES Investment advisory fee (Note 2) $ 261,023 Accounting and custody fees 124,705 Legal and audit services 40,223 Insurance expense 8,682 Trustees' fees and expenses (Note 2) 7,289 Miscellaneous 1,936 --------- Total expenses 443,858 Deduct: Waiver of investment advisory fee (Note 2) (182,917) --------- Net expenses 260,941 ----------- Net investment income 4,069,100 ----------- REALIZED AND UNREALIZED GAIN (LOSS) Net realized gain (loss) Investment security transactions 1,967,737 Written options transactions 120 Swap contracts (25,367) Foreign currency transactions and forward foreign currency exchange contracts (461,570) --------- Net realized gain 1,480,920 Change in unrealized appreciation (depreciation) Investment securities 4,602,166 Written options (765) Swap contracts 27,936 Foreign currency and forward foreign currency exchange contracts (11,704) --------- Change in net unrealized appreciation (depreciation) 4,617,633 ----------- Net realized and unrealized gain 6,098,553 ----------- NET INCREASE IN NET ASSETS FROM OPERATIONS $10,167,653 =========== The accompanying notes are an integral part of the financial statements. 25 MELLON INSTITUTIONAL FUNDS MASTER PORTFOLIO STANDISH MELLON HIGH YIELD BOND PORTFOLIO STATEMENTS OF CHANGES IN NET ASSETS - -------------------------------------------------------------------------------- YEAR ENDED YEAR ENDED DECEMBER 31, 2003 DECEMBER 31, 2002 ----------------- ----------------- INCREASE (DECREASE) IN NET ASSETS FROM INVESTMENT OPERATIONS Net investment income $ 4,069,100 $ 3,785,085 Net realized gain (loss) 1,480,920 (3,642,626) Change in net unrealized appreciation (depreciation) 4,617,633 2,085,034 ------------ ------------ Net increase in net assets from investment operations 10,167,653 2,227,493 ------------ ------------ CAPITAL TRANSACTIONS Contributions 13,400,767 17,254,281 Withdrawals (10,633,906) (22,385,787) ------------ ------------ Net increase (decrease) in net assets from capital transactions 2,766,861 (5,131,506) ------------ ------------ TOTAL INCREASE (DECREASE) IN NET ASSETS 12,934,514 (2,904,013) NET ASSETS At beginning of year 44,144,049 47,048,062 ------------ ------------ At end of year $ 57,078,563 $ 44,144,049 ============ ============ The accompanying notes are an integral part of the financial statements. 26 MELLON INSTITUTIONAL FUNDS MASTER PORTFOLIO STANDISH MELLON HIGH YIELD BOND PORTFOLIO FINANCIAL HIGHLIGHTS - -------------------------------------------------------------------------------- YEAR ENDED DECEMBER 31, -------------------------------------------- 2003 2002 2001(A) 2000 1999 ------- ------- -------- ------- ------- TOTAL RETURN+ 21.76% 4.71% 1.54% 2.84% 2.20% RATIOS: Expenses (to average daily net assets)* 0.50% 0.50% 0.50% 0.37% 0.00% Net Investment Income (to average daily net assets)* 7.79% 8.66% 8.87% 10.37% 9.83% Portfolio Turnover 80% 130% 117% 148% 137% Net Assets, End of Year (000's omitted) $57,079 $44,144 $47,048 $31,818 $31,144 - ----------------- * For the periods indicated, the investment adviser voluntarily agreed not to impose all or a portion of its investment advisory fee and/or reimbursed the Portfolio for a portion of its operating expenses. If this voluntary action had not been taken, the ratios would have been: Ratios (to average daily net assets): Expenses 0.85% 0.82% 0.81% 0.89% 0.86% Net investment income 7.44% 8.34% 8.56% 9.85% 8.97% (a) The Portfolio has adopted the provisions of the revised AICPA Audit and Accounting Guide for Investment Companies effective January 1, 2001 and began amortizing premium and discount on all debt securities on an effective yield basis. The effect of this change for the year ended December 31, 2001 was to decrease the ratio of net investment income to average net assets from 9.20% to 8.87%. Ratios for the periods prior to January 1, 2001 have not been restated to reflect this change in presentation. + Total return for the Portfolio has been calculated based on the total return for the invested Fund, assuming all distributions were reinvested, and adjusted for the difference in expenses as set out in the notes to the financial statements. Total return would have been lower in the absence of expense waivers. The accompanying notes are an integral part of the financial statements. 27 MELLON INSTITUTIONAL FUNDS MASTER PORTFOLIO STANDISH MELLON HIGH YIELD BOND PORTFOLIO NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- (1) SIGNIFICANT ACCOUNTING POLICIES: Mellon Institutional Funds Master Portfolio (the "Portfolio Trust") was organized as a master trust fund under the laws of the State of New York on January 18, 1996 and is registered under the Investment Company Act of 1940, as amended, as an open-end, management investment company. Standish Mellon High Yield Bond Portfolio (the "Portfolio") is a separate diversified investment series of the Portfolio Trust. The objective of the Portfolio is to maximize total return, consisting primarily of a high level of income. The Portfolio seeks to achieve its objective by investing, under normal circumstances, at least 80% of net assets in fixed income securities issued by U.S. and foreign governments, companies and banks, as well as tax-exempt securities, preferred stocks and warrants. At December 31, 2003, there was one fund, Standish Mellon High Yield Bond Fund (the "Fund"), invested in the Portfolio. The value of the Fund's investment in the Portfolio reflects the Fund's proportionate interest in the net assets of the Portfolio. The Fund's proportionate interest at December 31, 2003 was approximately 100%. On June 21, 2003, by vote of the Trustees, the name of the Standish High Yield Bond Portfolio was changed to Standish Mellon High Yield Bond Portfolio. In addition, the Declaration of Trust was amended to change the name of the Portfolio Trust from Standish, Ayer & Wood Master Portfolio to Mellon Institutional Funds Master Portfolio. The name changes became effective July 1, 2003. The following is a summary of significant accounting policies followed by the Portfolio in the preparation of its financial statements. The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates. A. INVESTMENT SECURITY VALUATIONS Securities for which quotations are readily available are valued at the last sale price, or if no sale price, at the closing bid price in the principal market in which such securities are normally traded. Market quotations are not considered to be readily available for certain debt obligations; such investments are stated at fair value on the basis of valuations furnished by a pricing service or dealers, approved by the Trustees, which determine valuations for normal institutional-size trading units of such securities using methods based on market transactions for comparable securities and variable relationships between securities that are generally recognized by institutional traders. Securities (including illiquid securities) for which quotations are not readily available are valued at their fair value as determined in good faith under consistently applied procedures under the general supervision of the Trustees. Short-term instruments with less than sixty-one days remaining to maturity when acquired by the Portfolio are valued at amortized cost, which approximates market value. If the Portfolio acquires a short-term instrument with more than sixty days remaining to its maturity, it is valued at current market value until the sixtieth day prior to maturity and will then be valued at amortized value based upon the value on such date unless the Trustees determine during such sixty-day period that amortized value does not represent fair value. B. REPURCHASE AGREEMENTS It is the policy of the Portfolio to require the custodian bank to take possession of, to have legally segregated in the Federal Reserve Book Entry System, or to have segregated within the custodian bank's vault, all securities held as collateral in support of repurchase agreement investments. Collateral for certain tri-party repurchase agreements is held at the custodian in a segregated account for the benefit of the Portfolio and the counterparty. Additionally, procedures have been established by the Portfolio to monitor on a daily basis, the market value and accrued interest of the repurchase agreement's underlying investments to ensure the existence of a proper level of collateral. 28 MELLON INSTITUTIONAL FUNDS MASTER PORTFOLIO STANDISH MELLON HIGH YIELD BOND PORTFOLIO NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- C. SECURITIES TRANSACTIONS AND INCOME Securities transactions are recorded as of the trade date. Interest income is determined on the basis of interest accrued, adjusted for discount or amortization of premium using the yield-to-maturity method on long-term debt securities. Dividend income is recorded on the ex-dividend date. Realized gains and losses from securities sold are recorded on the identified cost basis. The Portfolio does not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss from investments. Net realized gains and losses on foreign currency transactions represent gains and losses on disposition of foreign currencies and forward foreign currency exchange contracts, currency gains and losses realized between the trade and settlement dates on securities transactions, and the difference between the amount of investment income and foreign withholding taxes recorded on the Fund's books and the U.S. dollar equivalent amounts usually received or paid. D. INCOME TAXES The Portfolio is treated as a partnership for federal tax purposes. No provision is made by the Portfolio for federal or state taxes on any taxable income of the Portfolio because each investor in the Portfolio is ultimately responsible for the payment of any taxes. Since at least one of the Portfolio's investors is a regulated investment company that invests all or substantially all of its assets in the Portfolio, the Portfolio normally must satisfy the source of income and diversification requirements applicable to regulated investment companies (under the Internal Revenue Code) in order for its investors to satisfy them. The Portfolio allocates at least annually among its investors each investor's distributive share of the Portfolio's net investment income, net realized capital gains, and any other items of income, gain, loss deduction or credit. E. FOREIGN CURRENCY TRANSACTIONS Investment security valuations, other assets, and liabilities initially expressed in foreign currencies are converted into U.S. dollars based upon current currency exchange rates. Purchases and sales of foreign investment securities and income and expenses are converted into U.S. dollars based upon currency exchange rates prevailing on the respective dates of such transactions. Section 988 of the Internal Revenue Code provides that gains or losses on certain transactions attributable to fluctuations in foreign currency exchange rates must be treated as ordinary income or loss. For financial statement purposes, such amounts are included in net realized gains or losses. F. EXPENSES The majority of expenses of the Trust are directly identifiable to an individual fund. Expenses which are not readily identifiable to a specific fund are allocated taking into consideration, among other things, the nature and type of expense and the relative size of the funds. G. COMMITMENTS AND CONTINGENCIES In the normal course of business, the Portfolio may enter into contracts and agreements that contain a variety of representations and warranties, which provide general indemnifications. The maximum exposure to the Portfolio under these arrangements is unknown, as this would involve future claims that may be made against the Portfolio that have not yet occurred. However, based on experience, the Portfolio expects the risks of loss to be remote. (2) INVESTMENT ADVISORY FEE: The investment advisory fee paid to Standish Mellon Asset Management Company LLC ("Standish Mellon") for overall investment advisory and administrative services is paid monthly at the annual rate of 0.50% of the Portfolio's 29 MELLON INSTITUTIONAL FUNDS MASTER PORTFOLIO STANDISH MELLON HIGH YIELD BOND PORTFOLIO NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- average daily net assets. Standish Mellon voluntarily agreed to limit the Portfolio's total annual operating expenses (excluding brokerage commissions, taxes and extraordinary expenses) to 0.50% of the Portfolio's average daily net assets for the year ended December 31, 2003. Pursuant to this agreement, for the year ended December 31, 2003, Standish Mellon voluntarily did not impose $182,917 of its investment advisory fees. This agreement is voluntary and temporary and may be discontinued or revised by Standish Mellon at any time. No director, officer or employee of Standish Mellon or its affiliates receives any compensation from the Trust or the Fund for serving as an officer or Trustee of the Trust. The Trust pays each Trustee who is not a director, officer or employee of Standish Mellon or its affiliates an annual fee and a per meeting fee as well as reimbursement for travel and out of pocket expenses. In addition, the Trust pays the legal fees for the independent counsel of the Trustees. (3) PURCHASES AND SALES OF INVESTMENTS: Purchases and proceeds from sales of investments, other than short-term obligations, for the year ended December 31, 2003 were $49,862,518 and $40,379,673, respectively. For the year ended December 31, 2003, the Portfolio did not purchase or sell any long-term U.S. government securities. (4) FEDERAL TAXES: The cost and unrealized appreciation (depreciation) in value of the investment securities owned at December 31, 2003, as computed on a federal income tax basis, were as follows: Aggregate Cost $52,615,512 =========== Gross unrealized appreciation 4,538,365 Gross unrealized depreciation (939,668) ----------- Net unrealized appreciation $ 3,598,697 =========== (5) FINANCIAL INSTRUMENTS: In general, the following instruments are used for hedging purposes as described below. However, these instruments may also be used to seek to enhance potential gain in circumstances where hedging is not involved. The nature, risks and objectives of these instruments are set forth more fully in the Portfolio Trust's registration statement. The Portfolio may trade the following financial instruments with off-balance sheet risk: OPTIONS Call and put options give the holder the right to purchase or sell a security or currency or enter into a swap arrangement on a future date at a specified price. The Portfolio may use options to seek to hedge against risks of market exposure and changes in security prices and foreign currencies, as well as to seek to enhance returns. Writing puts and buying calls tend to increase the Portfolio's exposure to the underlying instrument. Buying puts and writing calls tend to decrease the Portfolio's exposure to the underlying instrument, or hedge other Portfolio investments. Options, both held and written by the Portfolio, are reflected in the accompanying Statement of Assets and Liabilities at market value. The underlying face amount at value of any open purchased options is shown in the Schedule of Investments. This amount reflects each contract's exposure to the underlying instrument at period end. Losses may arise from changes in the value of the underlying instruments if there is an illiquid secondary market for the contract or if the counterparty does not perform under the contract's terms. Premiums received from writing options which expire are treated as realized gains. Premiums received from writing options which are exercised or are closed are added to or offset against the proceeds or amount paid on the transaction to determine the realized gain or loss. Realized gains and losses on purchased options are included in realized gains and losses on investment securities, except purchased options on foreign currency which are included in realized gains and 30 MELLON INSTITUTIONAL FUNDS MASTER PORTFOLIO STANDISH MELLON HIGH YIELD BOND PORTFOLIO NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- losses on foreign currency transactions. If a put option written by the Portfolio is exercised, the premium reduces the cost basis of the securities purchased by the Portfolio. The Portfolio, as a writer of an option, has no control over whether the underlying securities may be sold (call) or purchased (put) and as a result bears the market risk of an unfavorable change in the price of the security underlying the written option. Exchange traded options are valued at the last sale price, or if no sales are reported, the last bid price for purchased options and the last ask price for written options. Options traded over-the-counter are valued using prices supplied by the dealers. A summary of the written put options for the year ended December 31, 2003 is as follows: WRITTEN PUT OPTION TRANSACTIONS ---------------------------------- NUMBER OF CONTRACTS PREMIUMS ------------------- -------- Outstanding, beginning of period 1 $ 1,845 Options expired (1) (1,845) -- ------- Outstanding, end of period 0 $ -- == ======= At December 31, 2003, the Portfolio held no written put option contracts. A summary of the written call options for the year ended December 31, 2003 is as follows: WRITTEN CALL OPTION TRANSACTIONS ----------------------------------- NUMBER OF CONTRACTS PREMIUMS ------------------- -------- Outstanding, beginning of period 1 $ 1,380 Options closed (1) (1,380) -- ------- Outstanding, end of period 0 $ -- == ======= At December 31, 2003, the Portfolio held no written call option contracts. FORWARD CURRENCY EXCHANGE CONTRACTS The Portfolio may enter into forward foreign currency and cross currency exchange contracts for the purchase or sale of a specific foreign currency at a fixed price on a future date. Risks may arise upon entering these contracts from the potential inability of counterparties to meet the terms of their contracts and from unanticipated movements in the value of a foreign currency relative to the U.S. dollar and other foreign currencies. The forward foreign currency and cross currency exchange contracts are marked to market using the forward foreign currency rate of the underlying currency and any gains or losses are recorded for financial statement purposes as unrealized until the contract settlement date or upon the closing of the contract. Forward currency exchange contracts are used by the Portfolio primarily to protect the value of the Portfolio's foreign securities from adverse currency movements. Unrealized appreciation and depreciation of forward currency exchange contracts is included in the Statement of Assets and Liabilities. At December 31, 2003, the Portfolio held the following forward foreign currency exchange contracts: FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS LOCAL PRINCIPAL CONTRACT MARKET AGGREGATE UNREALIZED CONTRACTS TO RECEIVE AMOUNT VALUE DATE VALUE FACE AMOUNT LOSS -------------------------------------------------------------------------------------------------------- Euro 3,097,500 03/17/2004 $3,889,830 $3,795,424 $(94,406) South African Rand 40,000 01/27/2004 5,961 5,678 (283) ---------- ---------- -------- TOTAL $3,895,791 $3,801,102 $(94,689) ========== ========== ======== 31 MELLON INSTITUTIONAL FUNDS MASTER PORTFOLIO STANDISH MELLON HIGH YIELD BOND PORTFOLIO NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- SWAP AGREEMENTS The Portfolio may invest in swap agreements. A swap is an agreement to exchange the return generated by one instrument for the return generated by another instrument. The Portfolio may enter into interest rate and credit default swap agreements to manage its exposure to interest rates and credit risk. Interest rate swap agreements involve the exchange by the Portfolio with another party of their respective commitments to pay or receive interest, e.g., an exchange of floating rate payments for fixed rate payments with respect to a notional amount of principal. In a credit default swap, one party makes a stream of payments to another party in exchange for the right to receive a specified return in the event of a default by a third party on its obligation. The Portfolio may use credit default swaps to provide a measure of protection against defaults of issuers (i.e., to reduce risk where the Portfolio owns or has exposure to the corporate or sovereign issuer) or to take an active long or short position with respect to the likelihood of a particular corporate or sovereign issuer's default. In connection with these agreements, cash or securities may be set aside as collateral in accordance with the terms of the swap agreement. The Portfolio earns interest on cash set aside as collateral. Swaps are marked to market daily based upon quotations from market makers and change in value, if any, is recorded as unrealized gain or loss in the Statement of Operations. These financial instruments are not actively traded on financial markets. The values assigned to these instruments are based upon the best available information and because of the uncertainty of the valuation, these values may differ significantly from the values that would have been realized had a ready market for these instruments existed, and differences could be material. Payments received or made from credit default swaps at the end of the measurement period are recorded as realized gain or loss in the Statement of Operations. Net payments of interest on interest rate swap agreements, if any, are included as part of interest income. Entering into these agreements involves, to varying degrees, elements of credit, market, and documentation risk in excess of the amounts recognized on the Statement of Assets and Liabilities. Such risks involve the possibility that there will be no liquid market for these agreements, that the counterparty to the agreements may default on its obligation to perform or disagree as to the meaning of contractual terms in the agreements, and that there may be unfavorable changes in interest rates. At December 31, 2003, the Portfolio held the following open swap contracts: NET UNREALIZED EXPIRATION APPRECIATION NOTIONAL AMOUNT DATE DESCRIPTION (DEPRECIATION) ------------------------------------------------------------------------------------------------- 1,000,000 USD 6/20/08 Agreement with Goldman Sachs Capital $(11,310) Markets, dated 4/16/03 to pay 0.46% per year times the notional amount. The Portfolio receives payment only upon a default event by JP Morgan Chase & Co., the notional amount times the difference between the par value and the then- market value of JP Morgan Chase & Co., 5.25% due 5/30/07. 1,000,000 USD 9/20/08 Agreement with Goldman Sachs Capital (8,380) Markets, dated 9/11/03 to pay 0.55% per year times the notional amount. The Portfolio receives payment only upon a default event by Cox Communications, Inc., the notional amount times the difference between the par value and the then-market value Cox Communications, Inc., 7.75% due 11/01/10. 1,000,000 USD 9/20/08 Agreement with Goldman Sachs Capital 15,569 Markets, dated 9/11/03 to receive 0.88% per year times the notional amount. The Portfolio makes payment only upon a default event by Comcast Cable Communications, Inc., the notional amount times the difference between the par value and the then-market value of Comcast Cable Communications, Inc., 6.75% due 1/30/11. 32 MELLON INSTITUTIONAL FUNDS MASTER PORTFOLIO STANDISH MELLON HIGH YIELD BOND PORTFOLIO NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- NET UNREALIZED EXPIRATION APPRECIATION NOTIONAL AMOUNT DATE DESCRIPTION (DEPRECIATION) ------------------------------------------------------------------------------------------------- 500,000 USD 12/20/13 Agreement with Goldman Sachs Capital $ 1,018 Markets, dated 12/05/03 to pay 0.46% per year times the notional amount. The Portfolio receives payment only upon a default event by BellSouth Corp., the notional amount times the difference between the par value and the then-market value of BellSouth Corp., 6.0% due 10/15/11. 500,000 USD 12/20/13 Agreement with Goldman Sachs Capital 5,018 Markets, dated 12/5/03 to pay 0.49% per year times the notional amount. The Portfolio receives payment only upon a default event by SBC Communications, Inc., the notional amount times the difference between the par value and the then-market value of event SBC Communications, Inc., 6.25% due 3/15/11. 500,000 USD 12/20/13 Agreement with Goldman Sachs Capital 3,555 Markets, dated 12/5/03 to receive 1.05% per year times the notional amount. The Portfolio makes payment only upon a default event by AT&T Wireless Services, Inc, the notional amount times the difference between the par value and the then-market value of AT&T Wireless Corp., 8.125% due 5/1/12. 500,000 USD 12/20/13 Agreement with Goldman Sachs Capital 4,366 Markets, dated 12/5/03 to receive 1.43% per year times the notional amount. The Portfolio makes payment only upon a default event by Sprint Corp., the notional amount times the difference between the par value and the then-market value Sprint Capital Corp., 8.375% due 3/15/12. (6) SECURITY LENDING: The Portfolio may lend its securities to financial institutions which the Portfolio deems to be creditworthy. The loans are collateralized at all times with cash or securities with a market value at least equal to the market value of the securities on loan. The market value of securities loaned is determined daily and any additional required collateral is allocated to the Portfolio on the next business day. For the duration of a loan, the Portfolio receives the equivalent of the interest or dividends paid by the issuer on the securities loaned and also receives compensation from the investment of the collateral. As with other extensions of credit, the Portfolio bears the risk of delay in recovery or even loss of rights in its securities on loan should the borrower of the securities fail financially or default on its obligations to the Portfolio. In the event of borrower default, the Portfolio generally has the right to use the collateral to offset losses incurred. The Portfolio may incur a loss in the event it was delayed or prevented from exercising its rights to dispose of the collateral. The Portfolio also bears the risk in the event that the interest and/or dividends received on invested collateral is not sufficient to meet the Portfolio's obligations due on the loans. The Portfolio loaned securities during the year ended December 31, 2003 resulting in security lending income. At December 31, 2003, the Portfolio had no securities on loan. 33 MELLON INSTITUTIONAL FUNDS MASTER PORTFOLIO STANDISH MELLON HIGH YIELD BOND PORTFOLIO NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- (7) DELAYED DELIVERY TRANSACTIONS: The Portfolio may purchase or sell securities on a when-issued, delayed delivery or forward commitment basis. Payment and delivery may take place a month or more after the date of the transactions. The price of the underlying securities and the date when the securities will be delivered and paid for are fixed at the time the transaction is negotiated. Income on the securities will not be earned until settlement date. The Portfolio instructs its custodian to segregate securities having value at least equal to the amount of the purchase commitment. The Portfolio may enter into to be announced ("TBA") purchase commitments to purchase securities for a fixed unit price at a future date beyond customary settlement time. Although the unit price has been established, the principal value has not been finalized. However, the amount of the commitments will not fluctuate more than 0.01% from the principal amount. The Portfolio holds, and maintains until settlement date, cash or high-grade debt obligations in an amount sufficient to meet the purchase price, or the Portfolio may enter into offsetting contracts for the forward sale of other securities it owns. Income on the securities will not be earned until settlement date. TBA purchase commitments may be considered securities in themselves, and involve a risk of loss if the value of the security to be purchased declines prior to the settlement date, which risk is in addition to the risk of decline in the value of the Portfolio's other assets. Unsettled TBA purchase commitments are valued at the current market value of the underlying securities, according to the procedures described under "Investment security valuations" above. The Portfolio may enter into TBA sale commitments to hedge its portfolio positions. Proceeds of TBA sale commitments are not received until the contractual settlement date. During the time a TBA sale commitment is outstanding, an offsetting TBA purchase commitment deliverable is held as "cover" for the transaction. Unsettled TBA sale commitments are valued at the current market value of the underlying securities, generally according to the procedures described under "Investment security valuations" above. The contract is "marked-to- market" daily and the change in market value is recorded by the Portfolio as an unrealized gain or loss. If the TBA sale commitment is closed through the acquisition of an offsetting purchase commitment, the Portfolio realizes a gain or loss. If the Portfolio delivers securities under the commitment, the Portfolio realizes a gain or a loss from the sale of the securities based upon the unit price established at the date the commitment was entered into. At December 31, 2003, the Portfolio did not have any delayed delivery transactions. (8) CONCENTRATION OF RISK: The Portfolio invests in low rated (non-investment grade) and comparable quality unrated high yield securities. Investments in high yield securities are accompanied by a greater degree of credit risk and the value of high yield securities tends to be more sensitive to economic conditions than higher rated securities. The risk of loss due to default of an issuer may be significantly greater for holders of high yield securities, because such securities are generally unsecured and are often subordinated to other creditors of the issuer. There are certain additional considerations and risks associated with investing in foreign securities and currency transactions that are not inherent with investments of domestic origin. The Portfolio's investment in emerging market countries may involve greater risks than investments in more developed markets and the price of such investments may be volatile. These risks of investing in foreign and emerging markets may include foreign currency exchange rate fluctuations, perceived credit risk, adverse political and economic developments and possible adverse foreign government intervention. (9) LINE OF CREDIT: The Portfolio, and other subtrusts in the Portfolio Trust and funds in the Trust are parties to a committed line of credit facility with Investors Bank and Trust Co., which enables each portfolio/fund to borrow, in the aggregate, up to $35 million. Interest is charged to each participating portfolio/fund based on its borrowings at a rate equal to the Federal Funds effective rate plus 1/2 of 1%. In addition, a commitment fee, computed at an annual rate of .065 of 1% on the daily unused portion of the facility, is allocated ratably among the participating portfolios/funds at the end of each quarter. For the year ended December 31, 2003, the expense related to the commitment fee was $1,558 for the Portfolio. 34 MELLON INSTITUTIONAL FUNDS MASTER PORTFOLIO STANDISH MELLON HIGH YIELD BOND PORTFOLIO NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- The Portfolio, and other subtrusts in the Portfolio Trust and funds in the Trust are parties to a committed line of credit facility with Bank of New York, which enables each portfolio/fund to borrow, in the aggregate, up to $35 million. Interest is charged to each participating portfolio/fund based on its borrowings at a rate equal to the Federal Funds effective rate plus 1/2 of 1%. In addition, a commitment fee, computed at an annual rate of .060 of 1% on the daily unused portion of the facility, is allocated ratably among the participating portfolios/funds at the end of each quarter. For the year ended December 31, 2003, the expense related to the commitment fee was $378 for the Portfolio. During the year ended December 31, 2003, the Portfolio had no borrowings under the credit facilities. 35 REPORT OF INDEPENDENT AUDITORS To the Trustees of Mellon Institutional Funds Master Portfolio and the Investors of Standish Mellon High Yield Bond Portfolio: In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Mellon Institutional Funds Master Portfolio: Standish Mellon High Yield Bond Portfolio (formerly, Standish High Yield Bond Portfolio) (the "Portfolio"), at December 31, 2003, and the results of its operations, the changes in its net assets and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Portfolio's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2003, by correspondence with the custodian and brokers, provide a reasonable basis for our opinion. PricewaterhouseCoopers LLP Boston, Massachusetts February 20, 2004 36 TRUSTEES AND OFFICERS The following table lists the Trust's trustees and officers; their address and date of birth; their position with the Trust; the length of time holding that position with the Trust; their principal occupation(s) during the past five years; the number of portfolios in the fund complex they oversee; and other directorships they hold in companies subject to registration or reporting requirements of the Securities Exchange Act of 1934 (generally called "public companies") or in registered investment companies as of December 31, 2003. The Trust's Statement of Additional Information includes additional information about the Trust's trustees and is available, without charge, upon request by writing Mellon Institutional Funds at P.O. Box 8585, Boston, MA 02266-8585 or calling toll free 1-800-221-4795. The same persons serve as trustees and officers of the Portfolio Trust in the same capacities. INDEPENDENT TRUSTEES NUMBER OF PRINCIPAL PORTFOLIOS IN OTHER NAME, TERM OF OFFICE OCCUPATION(S) FUND COMPLEX DIRECTORSHIPS ADDRESS, AND POSITION(S) AND LENGTH OF DURING PAST OVERSEEN BY HELD BY DATE OF BIRTH HELD WITH TRUST TIME SERVED 5 YEARS TRUSTEE TRUSTEE - ------------------------------------------------------------------------------------------------------------------------------ Samuel C. Fleming Trustee Trustee since Chairman of the 28 None c/o Decision 11/3/1986 Board and Chief Resources, Inc. Executive Officer, 260 Charles Street Decision Resources, Waltham, MA 02453 Inc. 9/30/40 Caleb Loring III Trustee Trustee since Trustee, Essex 28 None c/o Essex Street 11/3/1986 Street Associates Associates (family investment 400 Essex Street trust office) Beverly, MA 01915 11/14/43 Benjamin M. Friedman Trustee Trustee since William Joseph 28 None c/o Harvard University 9/13/1989 Maier, Professor of Cambridge, MA 02138 Political Economy, 8/5/44 Harvard University John H. Hewitt Trustee Trustee since Trustee, Mertens 28 None P.O. Box 233 11/3/1986 House, Inc. Trustee New London, NH 03257 and Chairman of the 4/11/35 Board, Visiting Nurse Alliance of Vermont & New Hampshire. INTERESTED TRUSTEES NUMBER OF PRINCIPAL PORTFOLIOS IN OTHER NAME, TERM OF OFFICE OCCUPATION(S) FUND COMPLEX DIRECTORSHIPS ADDRESS, AND POSITION(S) AND LENGTH OF DURING PAST OVERSEEN BY HELD BY DATE OF BIRTH HELD WITH TRUST TIME SERVED 5 YEARS OFFICER OFFICER - ------------------------------------------------------------------------------------------------------------------------------ Patrick J. Sheppard Trustee, President Since 2003 Senior Vice 28 None c/o Standish Mellon Asset and Chief President and Chief Management Company LLC, Executive Officer Operating Officer, One Boston Place Mellon Institutional Boston, MA 02108 Asset Management; 7/24/65 formerly Vice President and Chief Financial Officer, Mellon Institutional Asset Management 37 PRINCIPAL OFFICERS WHO ARE NOT TRUSTEES NUMBER OF PRINCIPAL PORTFOLIOS IN OTHER NAME, TERM OF OFFICE OCCUPATION(S) FUND COMPLEX DIRECTORSHIPS ADDRESS, AND POSITION(S) AND LENGTH OF DURING PAST OVERSEEN BY HELD BY DATE OF BIRTH HELD WITH TRUST TIME SERVED 5 YEARS OFFICER OFFICER - ------------------------------------------------------------------------------------------------------------------------------ Barbara A. McCann Secretary Secretary since 2003 Senior Vice 28 None c/o Standish Mellon Asset President and Head Management, of Operations, One Boston Place Mellon Institutional Boston, MA 02108 Asset Management, 2/20/61 formerly First Vice President, Mellon Institutional Asset Management and Mellon Global Investments Steven M. Anderson Vice President and Vice President since Vice President and 28 None c/o Standish Mellon Asset Treasurer 1999; Treasurer Mutual Funds Management, since 2002 Controller, Standish One Boston Place Mellon Asset Boston, MA 02108 Management; formerly 7/14/65 Assistant Vice President and Mutual Funds Controller, Standish Mellon Asset Management Denise B. Kneeland Assistant Vice Since 1996 Vice President and 28 None c/o Standish Mellon Asset President Manager, Mutual Management, Funds Operations, One Boston Place Standish Mellon Boston, MA 02108 Asset Management 8/19/51 Lisa Kane Assistant Vice Since 1999 Vice President and 28 None c/o Standish Mellon Asset President Client Service Management, Professional, One Boston Place Standish Mellon Boston, MA 02108 Asset Management 6/25/70 Cara E. Hultgren, Assistant Vice Since 2001 Assistant Manager, 28 None c/o Standish Mellon Asset President Mutual Fund Management, Operations since One Boston Place 1999; Shareholder Boston, MA 02108 Representative, 1/19/71 Standish Mellon Asset Management Scott Simonds, Assistant Vice Since 2002 Compliance Analyst, 28 None c/o Standish Mellon Asset President Boston Partners; Management, Fund Accountant, One Boston Place Mellon Financial Boston, MA 02108 Corp. 8/17/60 A description of the policies and procedures that the fund uses to determine how to vote proxies relating to portfolio securities is available (i) without charge, upon request, by calling toll free 1-800-221-4795, (ii) on the fund's website at http://www.melloninstituionalfunds.com, and (iii) on the Securities and Exchange Commission's website at http://www.sec.gov. 38 [Logo] Mellon -------------------------- Mellon Institutional Funds One Boston Place Boston, MA 02108-4408 800.221.4795 www.melloninstitutionalfunds.com Standish Mellon Global Fixed Income Fund Financial Statements for the Year Ended December 31, 2003 [Logo] Mellon -------------------------- Mellon Institutional Funds [Logo] Mellon -------------------------- Mellon Institutional Funds February 28, 2004 Dear Mellon Institutional Fund Shareholder: Enclosed you will find your Fund's annual report for the fiscal year ended December 31, 2003. In 2003 we experienced a return to risk-taking in the financial markets. It's worth recalling that for most of 2002, market sentiment was notably bearish, characterized by a flight to quality. Indeed, the first half of 2002 produced the worst six-month performance for the S&P 500 Index in more than 30 years, with a loss of almost 14%. In contrast, during 2003, the greatest gains were made by the stock market and the lowest-rated corporate debt. The S&P 500 gained 22%, while the Merrill Lynch C-Rated High Yield Index advanced 42%. In keeping with the risk-taking trend, small cap stocks, as measured by the Russell 2000 Index, advanced 45%. International stocks also have enjoyed a healthy rebound, advancing 17%, as measured by the MSCI EAFE Index. In comparison, intermediate U.S. Treasuries had a total return of just 2%, after providing a total return of 12% in 2002, as measured by the Lehman Treasury Index. The financial markets were reacting to the increasing strength of the economy. After several sluggish quarters, economic activity in the U.S. accelerated in the summer months and remains strong. The sources of strength include a) continuing monetary ease that has induced substantial mortgage refinancing and housing activity, b) Federal fiscal stimulus from large new tax cuts and sharp increases in defense spending, and c) a gradual improvement in business capital spending after many quarters of stagnation. Sluggish spots to date include inventory investment, state and local spending, net exports and employment, although some of these sectors show signs of much-awaited improvement. The renewal of economic strength has created a schizophrenic year for the bond markets. Until late June, the market's tone had been set by an expectation of continued sluggish growth. In June, the Fed made explicit its intent to keep short-term interest rates low for a "considerable period." But the Fed announcement was perceived as a disappointment by the market, which promptly caused a sharp summer selloff in bonds. In September, bonds recouped some of their losses, as market participants felt the selloff had been overdone. At its most recent meeting, the Fed edged closer to a less accommodative stance in dropping the "considerable period" language. Instead, the Fed said it "can be patient" in not raising rates until signs of inflation become evident. The yield curve remains very steep, influenced by the Fed at the short end, but with the intermediate maturities under pressure from the large volume of Treasury financing in that sector. With the recent bump in yields and inflation still relatively quiescent, real interest rates have increased to the lower end of what have been the historic norms. Mellon Funds Distributor, L.P. P.O. Box 51407 o Boston, MA 02205-1407 (800) 221-4795 Toll Free o (617) 350-0042 Fax A Mellon Financial Company. (SM) 1 Looking ahead, it is clear that there are some serious distortions and imbalances in world economies including structural problems in Japan and core Europe, the U.S. current account deficit, and the leverage in the consumer balance sheet. It is impossible to predict when these restraints might undermine economic activity, but the latter part of 2004 or the year 2005 could be a period of vulnerability when there will be a loss of incremental fiscal stimulus as well as the lagged effect of higher interest rates. Nevertheless, the near term economic outlook has brightened, business activity has some significant momentum which should carry over into 2004. The result should be favorable growth, especially in business investment. We expect inflation to remain modest and corporate profit growth to be reasonably strong. We wish to thank you for your business and confidence in Mellon Institutional Funds. Please feel free to contact us with questions or comments. Sincerely, /s/ Patrick J. Sheppard Patrick J. Sheppard Mellon Funds Distributor, L.P. P.O. Box 51407 o Boston, MA 02205-1407 (800) 221-4795 Toll Free o (617) 350-0042 Fax A Mellon Financial Company. (SM) 2 STANDISH MELLON GLOBAL FIXED INCOME FUND Management Discussion and Analysis December 2003 Global bond markets produced modest, positive returns in 2003. The Standish Mellon Global Fixed Income Fund returned 6.38% for the year, after all expenses, compared to our benchmarks of 2.09% for the JP Morgan Hedged Global Government Bond Index, and 3.11% for the Lehman Global Aggregate Hedged Index. Global bond market returns had two distinct phases during 2003 that were driven by a series of economic, financial and geopolitical developments. During the first half of the year, bond markets were generally strong, led by the U.S. market. The global economy was weak, although there were signs of recovery, and financial market participants were concerned about the possibility of deflation, particularly in the U.S. The Iraq war and concern about North Korea's nuclear weapons program further weighed on confidence and the growth outlook. In addition, financial market scandals caused some investors to abandon riskier assets such as stocks. Bonds looked like a safe bet. During the second half of the year, global growth accelerated and confidence returned to financial markets. The heavy fighting was over in Iraq and progress was being made on the Korean Peninsula. The Federal Reserve had lowered rates to their lowest level since 1958 and the combination of low interest rates and fiscal stimulus was taking hold. The health of global companies was improving with increasing profits and declining credit spreads. Equities were rallying globally as were emerging market stocks and bonds. As the fear of deflation faded, bond yields rose dramatically from the mid-year lows. The range of returns in hedged terms for government bond markets as measured by the JP Morgan Government Bond Indices was modest for the year with only 514 b.p. separating the best market Canada (+4.52%) from the worst, Australia (-0.62%). The U.S. component of the index returned 2.44% while European markets returned 2.80% and Japan only 36 b.p. Although government bond returns were modest in 2003, corporate and emerging market bonds performed quite well. The higher yielding segments of the bond market produced the best returns with high yield corporate bonds and emerging market bond indices recording returns in excess of 20%. The U.S. dollar fell during the year as the mix of loose fiscal and monetary policy and the large current account deficit made the currency unattractive to global investors. During this period of U.S. dollar weakness, the Fund has not been able to make regular distributions of investment income. This is due to our policy of hedging most of our currency exposures back to U.S. dollars. Although this policy results in less volatility in total return over time than if the portfolio were unhedged, currency volatility can have a significant effect on the Fund's investment income. In periods when the dollar declines as it has over the past two years, the losses from the currency hedging activity offset the investment income of the portfolio. Conversely, when the dollar appreciates, our 3 currency hedging activity typically generates gains that enhance the investment income of the Fund. Another way to view this is that much of the Fund's reported total return -which has been very strong compared to the Index -- is classified as capital appreciation within the portfolio. The Fund outperformed its benchmarks during the year. Our position in investment grade and high yield corporate bonds and emerging market securities was the largest positive contributor relative to our benchmarks. Our country selection was also positive as we were overweighted European markets and zero weighted in Japan. Our currency exposure was positive for the year relative to the benchmark as we had established positions in the euro and the Australian, New Zealand and Canadian dollars relative to the U.S. dollar and all those positions contributed positively in 2003. Our outlook for 2004 is favorable for global bonds. We believe that the performance of global economies will be mixed in the coming year with the U.S. growing above trend, Japan on trend and Europe below. Government bond yields in the U.S. will be biased upwards but opportunities for value-added can be found in European bonds as the European Central Bank is likely to lag any moves by the Fed to increase interest rates. Non-government sectors such as corporate and emerging bonds offer value in 2004 as credit quality improves. However, the excess returns are likely to be more modest than in 2003. We appreciate your continued support and look forward to working on your behalf over the next year. /s/ W. Charles Cook W. Charles Cook 4 - -------------------------------------------------------------------------------- Mellon Institutional Funds Investment Trust Standish Mellon Global Fixed Income Fund Comparison of Change in Value of $100,000 Investment in Standish Mellon Global Fixed Income Fund, the Lehman Brothers Hedged Global Aggregate Index and the J.P. Morgan Hedged Global Index [The following data was represented as a line chart in the printed material]. Standish Mellon J.P. Morgan Global Fixed Global Hedged Lehman Global Income Fund Index Aggregate Index 100000 100000 100000 101350 100332 100704 97950 98201 98778 95200 96831 96931 94237 96113 96237 92971 95492 95747 91805 94898 95243 93228 95936 96689 92313 95469 96395 1994 91602 95008 95557 92212 95186 95675 92822 95832 96069 92923 95954 96420 93801 97272 97965 94731 98867 99817 95661 100302 100883 97598 101745 102378 101263 105254 105946 100635 105381 106251 102014 106084 106705 103447 107086 107873 1995 104455 108482 109080 106013 109818 110399 108323 111917 112345 109774 113133 113782 111348 114273 114824 109718 112635 113113 109830 112870 112989 111026 113484 113236 111197 113905 113374 112677 114986 114674 113023 115630 115216 114465 116558 115646 1996 118271 118773 117886 120839 120898 120186 124167 123153 122400 124076 122852 121832 125682 123900 122628 126793 124454 123118 125307 123579 122043 127058 125089 123662 128434 125928 124683 130310 127783 126404 133031 130502 129152 132398 130044 128545 1997 135246 132228 130606 135887 133690 132005 136847 134547 132786 138574 136197 134218 140205 138129 136006 140137 138698 136428 141636 139602 137194 142118 140284 137848 143631 142039 139361 144159 143061 140318 145208 143971 141117 144928 147259 143533 1998 147528 151005 146797 144980 150670 146389 148307 151744 147605 148244 151738 147331 150657 153271 149150 148464 151216 147282 150222 152607 148445 151924 154034 149578 150518 153107 148716 149044 151380 147351 147171 151069 146738 146346 151234 146848 1999 147095 152009 147732 146184 152308 148123 147398 152819 148651 147299 152831 148489 146828 152948 148220 148634 154486 149630 150365 157052 151624 150286 157446 151757 150684 158379 152156 152521 159759 154048 153650 161056 155250 154939 161796 156389 2000 155426 162782 157661 156080 164191 158841 158448 167292 161514 161720 169570 163841 164426 171350 166087 165822 173029 167549 166347 174102 168653 164416 172553 167843 164767 173329 168842 165460 174300 169687 166971 176722 172197 168216 178490 173802 2001 167949 179757 175199 171683 183568 178386 170617 181677 176896 169012 180006 175705 169470 180510 176533 169379 181141 177471 168098 179149 175593 170051 181496 177957 171540 181949 178793 172935 184369 180653 173214 186858 182543 175819 189661 185161 2002 177493 192639 187646 176191 191965 187167 177772 191715 187393 180749 195109 190560 182330 196065 191437 184284 198006 193356 184377 197570 193190 186144 198163 194239 189774 202047 197590 190059 200915 196954 186980 196917 192891 186887 196253 192802 2003 190512 199387 196302 188931 197214 194452 189403 197411 194729 192282 199257 196588 ----------------------------- Average Annual Total Return (for period ended 12/31/2003) ----------------------------- Since Inception 1 Year 3 Year 5 Year 10 Year 01/03/1994 ------ ------ ------ ------- ---------- 6.38% 5.94% 5.34% 6.76% 6.76% ----------------------------- Must be preceded or accompanied by a prospectus which contains more complete information and should be read carefully before investing. Copyright 2003, Mellon Funds Distributor, L.P. Member, NASD. The investment return and principal value of an investment will fluctuate, and an investor's shares, when redeemed, may be worth more or less than their original cost. Past performance is not predictive of future performance. - -------------------------------------------------------------------------------- 5 MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST STANDISH MELLON GLOBAL FIXED INCOME FUND STATEMENT OF ASSETS AND LIABILITIES DECEMBER 31, 2003 - -------------------------------------------------------------------------------- ASSETS Investment in Standish Mellon Global Fixed Income Portfolio ("Portfolio"), at value (Note 1A) $153,572,413 Prepaid expenses 4,443 ------------ Total assets 153,576,856 LIABILITIES Payable for Fund shares redeemed $7,370,000 Accrued accounting, custody and transfer agent fees 3,215 Accrued trustees' fees and expenses (Note 2) 500 Accrued expenses and other liabilities 17,223 --------- Total liabilities 7,390,938 ------------ NET ASSETS $146,185,918 ============ NET ASSETS CONSIST OF: Paid-in capital $161,325,369 Accumulated net realized loss (25,474,329) Distributions in excess of net investment income (3,586,640) Net unrealized appreciation 13,921,518 ------------ TOTAL NET ASSETS $146,185,918 ============ SHARES OF BENEFICIAL INTEREST OUTSTANDING 7,072,376 ============ NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE (Net Assets/Shares outstanding) $ 20.67 ============ The accompanying notes are an integral part of the financial statements. 6 MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST STANDISH MELLON GLOBAL FIXED INCOME FUND STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2003 - -------------------------------------------------------------------------------- INVESTMENT INCOME (NOTE 1B) Interest income allocated from Portfolio $ 6,948,478 Dividend income allocated from Portfolio 63,503 Expenses allocated from Portfolio (1,014,568) ----------- Net investment income allocated from Portfolio 5,997,413 EXPENSES Accounting, custody, and transfer agent fees $ 37,259 Legal and audit services 32,540 Registration fees 22,117 Insurance expense 1,785 Trustees' fees and expenses (Note 2) 1,523 Miscellaneous 14,097 ----------- Total expenses 109,321 Deduct: Reimbursement of Fund operating expenses (Note 2) (85,583) ----------- Net expenses 23,738 ----------- Net investment income 5,973,675 ----------- REALIZED AND UNREALIZED GAIN (LOSS) Net realized gain (loss) allocated from Portfolio on: Investment security transactions 16,725,958 Financial futures contracts 5,797 Written options transactions 181,507 Foreign currency transactions and forward foreign currency exchange contracts (16,914,638) ----------- Net realized loss (1,376) Change in unrealized appreciation (depreciation) allocated from Portfolio on: Investment securities 3,457,190 Financial futures contracts 323,700 Written options (162,104) Foreign currency and forward foreign currency exchange contracts 177,303 ----------- Change in net unrealized appreciation (depreciation) 3,796,089 ----------- Net realized and unrealized gain on investments 3,794,713 ----------- NET INCREASE IN NET ASSETS FROM OPERATIONS $ 9,768,388 =========== The accompanying notes are an integral part of the financial statements. 7 MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST STANDISH MELLON GLOBAL FIXED INCOME FUND STATEMENTS OF CHANGES IN NET ASSETS - -------------------------------------------------------------------------------- YEAR ENDED YEAR ENDED DECEMBER 31, 2003 DECEMBER 31, 2002 ----------------- ----------------- INCREASE (DECREASE) IN NET ASSETS FROM INVESTMENT OPERATIONS Net investment income $ 5,973,675 $ 11,853,212 Net realized loss (1,376) (16,266,885) Change in net unrealized appreciation (depreciation) 3,796,089 20,302,604 ------------ ------------- Net increase in net assets from investment operations 9,768,388 15,888,931 ------------ ------------- DISTRIBUTIONS TO SHAREHOLDERS (NOTE 1C) From net investment income -- (5,079,763) Return of capital -- (106,692) ------------ ------------- Total distributions to shareholders -- (5,186,455) ------------ ------------- FUND SHARE (PRINCIPAL) TRANSACTIONS (NOTE 4) Net proceeds from sale of shares 10,566,938 16,933,516 Value of shares issued to shareholders in payment of distributions declared -- 3,839,481 Cost of shares redeemed (38,731,401) (226,251,292) ------------ ------------- Net decrease in net assets from Fund share transactions (28,164,463) (205,478,295) ------------ ------------- TOTAL DECREASE IN NET ASSETS (18,396,075) (194,775,819) NET ASSETS At beginning of year 164,581,993 359,357,812 ------------ ------------- At end of year (including distributions in excess of net investment income of $3,586,640 and $2,030,149) $146,185,918 $ 164,581,993 ============ ============= The accompanying notes are an integral part of the financial statements. 8 MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST STANDISH MELLON GLOBAL FIXED INCOME FUND FINANCIAL HIGHLIGHTS - -------------------------------------------------------------------------------- YEAR ENDED DECEMBER 31, --------------------------------------------------- 2003 2002 2001(A) 2000 1999 -------- -------- -------- -------- -------- NET ASSET VALUE, BEGINNING OF YEAR $ 19.43 $ 18.45 $ 18.53 $ 18.76 $ 20.28 -------- -------- -------- -------- -------- FROM INVESTMENT OPERATIONS: Net investment income*(1) 0.75 0.82 0.84 1.06 1.26 Net realized and unrealized gain (loss) on investments 0.49 0.44 (0.01)(2) 0.71 (1.38) -------- -------- -------- -------- -------- Total from investment operations 1.24 1.26 0.83 1.77 (0.12) -------- -------- -------- -------- -------- LESS DISTRIBUTIONS TO SHAREHOLDERS: From net investment income -- (0.27) (0.91) (2.00) (1.40) From tax return of capital -- (0.01) -- -- -- -------- -------- -------- -------- -------- Total distributions to shareholders -- (0.28) (0.91) (2.00) (1.40) -------- -------- -------- -------- -------- NET ASSET VALUE, END OF YEAR $ 20.67 $ 19.43 $ 18.45 $ 18.53 $ 18.76 ======== ======== ======== ======== ======== TOTAL RETURN 6.38%+ 6.94% 4.51% 9.79% (0.64)% RATIOS/SUPPLEMENTAL DATA: Expenses (to average daily net assets)* 0.65% 0.60% 0.56% 0.56% 0.54% Net Investment Income (to average daily net assets)* 3.74% 4.43% 4.46% 5.59% 6.31% Net Assets, End of Year (000's omitted) $146,186 $164,582 $359,358 $373,739 $379,246 - ----------------- * For the periods indicated, the investment advisor voluntarily agreed not to impose a portion of its investment advisory fee payable to the Portfolio and/or reimbursed the Fund for aportion of its operating expenses. If this voluntary action had not been taken, the investment income per share and ratios would have been: Net investment income per share(1) $ 0.74 N/A N/A N/A N/A Ratios (to average daily net assets): Expenses 0.70% N/A N/A N/A N/A Net investment income 3.69% N/A N/A N/A N/A (a) Through its investment in the Portfolio, the Fund has adopted the provisions of the revised AICPA Audit and Accounting Guide for Investment Companies effective January 1, 2001 and began amortizing premium and discount on all debt securities on an effective yield basis. The effect of this change for the year ended December 31, 2001 was to decrease net investment income per share by $0.007, to increase net realized and unrealized gains and losses per share by $0.007 and decrease the ratio of net investment income to average net assets from 4.50% to 4.46%. Per share data and ratios/supplemental data for periods prior to January 1, 2001 have not been restated to reflect this change in presentation. (1) Calculated based on average shares outstanding. (2) The amount shown for a share outstanding does not correspond with the aggregate net realized and unrealized gain/loss for the period due to the timing of purchases and redemptions of Fund shares in relation to the fluctuating market values of the Fund. + Total return would have been lower in the absence of expense waivers. The accompanying notes are an integral part of the financial statements. 9 MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST STANDISH MELLON GLOBAL FIXED INCOME FUND NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- (1) SIGNIFICANT ACCOUNTING POLICIES: Mellon Institutional Funds Investment Trust (the "Trust") is organized as a Massachusetts business trust and is registered under the Investment Company Act of 1940, as amended, as an open-end, management investment company. Standish Mellon Global Fixed Income Fund (the "Fund") is a separate non-diversified investment series of the Trust. The objective of the Fund is to maximize total return while realizing a market level of income consistent with preserving principal and liquidity. The Fund seeks to achieve its objective by investing all of its investable assets in an interest of Standish Mellon Global Fixed Income Portfolio (the "Portfolio"), a subtrust of the Mellon Institutional Funds Master Portfolio (the "Portfolio Trust"), which is organized as a New York trust and which has the same investment objective as the Fund. The Portfolio seeks to achieve its investment objective by investing, under normal circumstances, at least 80% of its net assets in U.S. and non-U.S. dollar denominated fixed income securities of U.S. and foreign governments and companies located in the U.S. and various countries, including emerging markets. The value of the Fund's investment in the Portfolio reflects the Fund's proportionate interest in the net assets of the Portfolio (approximately 100% at December 31, 2003). The performance of the Fund is directly affected by the performance of the Portfolio. The financial statements of the Portfolio are included elsewhere in this report and should be read in conjunction with the Fund's financial statements. On June 21, 2003, by vote of the Trustees, the name of the Standish Global Fixed Income Fund was changed to Standish Mellon Global Fixed Income Fund. In addition, the Declaration of Trust was amended to change the name of the Trust from Standish, Ayer & Wood Investment Trust to Mellon Institutional Funds Investment Trust. The name changes became effective July 1, 2003. The following is a summary of significant accounting policies followed by the Fund in the preparation of its financial statements. The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates. A. INVESTMENT SECURITY VALUATIONS The Fund records its investment in the Portfolio at value. The method by which the Portfolio values its securities is discussed in Note 1A of the Portfolio's Notes to Financial Statements, which are included elsewhere in this report. B. SECURITIES TRANSACTIONS AND INCOME Securities transactions are recorded as of the trade date. Currently, the Fund's net investment income consists of the Fund's pro rata share of the net investment income of the Portfolio, less all actual and accrued expenses of the Fund determined in accordance with accounting principles generally accepted in the United States of America. All realized and unrealized gains and losses of the Portfolio are allocated pro rata among the investors in the Portfolio. The Fund does not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss from investments. C. DISTRIBUTIONS TO SHAREHOLDERS Dividends from net investment income will be declared and distributed quarterly. The Fund's dividends from short-term and long-term capital gains, if any, after reduction of capital losses will be declared and distributed at least annually. In determining the amounts of its dividends, the Fund will take into account its share of the income, gains or losses, expenses, and any other tax items of the Portfolio. Distributions to shareholders are recorded on ex-dividend date. Dividends from net investment income and distributions from capital gains, if any, are reinvested in additional shares of the Fund unless a shareholder elects to receive them in cash. Income and capital gain distributions are determined in accordance with income tax regulations which may differ from accounting principles generally accepted in the United 10 MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST STANDISH MELLON GLOBAL FIXED INCOME FUND NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- States of America. These differences, which may result in distribution reclassifications, are primarily due to differing treatments for foreign currency transactions, options, futures, amortization and/or accretion of premiums and discounts on certain securities, capital loss carryforwards and losses deferred due to wash sales. Permanent book and tax basis differences relating to shareholder distributions will result in reclassifications to undistributed net investment income, accumulated net realized gain (loss) and paid in capital. Undistributed net investment income and accumulated net realized gain (loss) on investments and foreign currency transactions may include temporary book and tax basis differences which will reverse in a subsequent period. Any taxable income or gain remaining at fiscal year end is distributed in the following year. D. EXPENSES The majority of expenses of the Trust are directly identifiable to an individual fund. Expenses which are not readily identifiable to a specific fund are allocated taking into consideration, among other things, the nature and type of expense and the relative size of the funds. E. COMMITMENTS AND CONTINGENCIES In the normal course of business, the Fund may enter into contracts and agreements that contain a variety of representations and warranties, which provide general indemnifications. The maximum exposure to the Fund under these arrangements is unknown, as this would involve future claims that may be made against the Fund that have not yet occurred. However, based on experience, the Fund expects the risks of loss to be remote. (2) INVESTMENT ADVISORY FEE: The Fund does not directly pay any investment advisory fees, but indirectly bears its pro rata share of the compensation paid by the Portfolio to Standish Mellon Asset Management Company LLC ("Standish Mellon"), a wholly-owned subsidiary of Mellon Financial Corporation, for such services. See Note 2 of the Portfolio's Notes to Financial Statements which are included elsewhere in this report. Standish Mellon voluntarily agreed to limit the total operating expenses of the Fund and its pro rata share of the Portfolio expenses (excluding commissions, taxes and extraordinary expenses) to 0.65% of the Fund's average daily net assets for the year ended December 31, 2003. Pursuant to this agreement, for the year ended December 31, 2003, Standish Mellon voluntarily reimbursed the Fund for $85,583 of its operating expenses. This agreement is voluntary and temporary and may be discontinued or revised by Standish Mellon at any time. No director, officer or employee of Standish Mellon or its affiliates receives any compensation from the Trust or the Fund for serving as an officer or Trustee of the Trust. The Trust pays each Trustee who is not a director, officer or employee of Standish Mellon or its affiliates an annual fee and a per meeting fee as well as reimbursement for travel and out of pocket expenses. In addition, the Trust pays the legal fees for the independent counsel of the Trustees. (3) INVESTMENT TRANSACTIONS: Increases and decreases in the Fund's investment in the Portfolio for the year ended December 31, 2003, aggregated $10,566,938 and $31,376,444, respectively. 11 MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST STANDISH MELLON GLOBAL FIXED INCOME FUND NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- (4) SHARES OF BENEFICIAL INTEREST: The Declaration of Trust permits the Trustees to issue an unlimited number of full and fractional shares of beneficial interest having a par value of one cent per share. Transactions in Fund shares were as follows: YEAR ENDED YEAR ENDED DECEMBER 31, 2003 DECEMBER 31, 2002 ------------------- -------------------- Shares sold 523,070 931,692 Shares issued to shareholders in payment of distributions declared -- 212,596 Shares redeemed (1,921,020) (12,149,438) ---------- ----------- Net decrease (1,397,950) (11,005,150) ========== =========== At December 31, 2003, four shareholders held of record approximately 32%, 19%, 15% and 14% of the total outstanding shares of the Fund, respectively. Investment activity of these shareholders could have a material impact on the Fund. A significant portion of the Fund's shares represent investments by fiduciary accounts over which Standish Mellon and its affiliates have either sole or joint investment discretion. (5) FEDERAL TAXES: As a regulated investment company qualified under Subchapter M of the Internal Revenue Code, the Fund is not subject to income taxes to the extent that it distributes substantially all of its taxable income for its fiscal year. As of December 31, 2003, the components of distributable earnings on a tax basis were as follows: AMOUNT ------------ Accumulated losses $(31,409,647) At December 31, 2003, the Fund, for federal income tax purposes, has capital loss carryovers which will reduce the Fund's taxable income arising from net realized gain on investments, if any, to the extent permitted by the Internal Revenue Code and thus will reduce the amount of distributions to shareholders which would otherwise be necessary to relieve the Fund of any liability for federal income tax. Such capital loss carryovers are as follows: CAPITAL LOSS CARRY OVER EXPIRATION DATE ------------ --------------- $ 6,326,146 12/31/2007 15,100,842 12/31/2008 408,689 12/31/2009 3,621,061 12/31/2010 The fund elected to defer to its fiscal year ending December 31, 2004 $5,952,909 of losses recognized during the period November 1, 2003 to December 31, 2003. See corresponding master portfolio for tax basis unrealized appreciation/(depreciation) information. 12 REPORT OF INDEPENDENT AUDITORS To the Trustees of Mellon Institutional Funds Investment Trust and Shareholders of Standish Mellon Global Fixed Income Fund: In our opinion, the accompanying statement of assets and liabilities and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Mellon Institutional Funds Investment Trust: Standish Mellon Global Fixed Income Fund (formerly, Standish Global Fixed Income Fund) (the "Fund") at December 31, 2003, and the results of its operations, the changes in its net assets and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included correspondence with the custodian, provide a reasonable basis for our opinion. PricewaterhouseCoopers LLP Boston, Massachusetts February 20, 2004 13 MELLON INSTITUTIONAL FUNDS MASTER PORTFOLIO STANDISH MELLON GLOBAL FIXED INCOME PORTFOLIO SCHEDULE OF INVESTMENTS - DECEMBER 31, 2003 - -------------------------------------------------------------------------------- PAR VALUE SECURITY RATE MATURITY VALUE (NOTE 1A) - ------------------------------------------------------------------------------------------------------------- BONDS AND NOTES -- 99.1% ASSET BACKED -- 2.1% Household Automotive Trust 2003-1A A2 1.300% 09/18/2006 USD 1,065,000 $1,064,939 MBNA Master Credit Card Trust 1999-G A 6.350% 12/15/2006 1,595,000 1,638,405 Whole Auto Loan Trust 2002-1 A2 1.880% 06/15/2005 514,417 515,495 ---------- Total Asset Backed (Cost $3,236,951) 3,218,839 ---------- CORPORATE -- 15.3% BANKING -- 0.7% Chevy Chase Bank Sub Notes 6.875% 12/01/2013 295,000 302,375 FleetBoston Financial Corp. Sub Notes 7.375% 12/01/2009 210,000 246,559 Union Planters Bank 5.125% 06/15/2007 455,000 484,668 ---------- 1,033,602 ---------- BASIC INDUSTRY -- 1.8% Alcoa, Inc. 4.250% 08/15/2007 85,000 88,381 CSC Holdings, Inc. 7.875% 12/15/2007 155,000 163,525 Fort James Corp. Senior Notes 6.625% 09/15/2004 840,000 856,800 Freeport-McMoRan Copper & Gold, Inc. 144A Senior Notes 10.125% 02/01/2010 130,000 149,825 ICI Wilmington, Inc. 4.375% 12/01/2008 500,000 498,120 Nalco Co. 7.750% 11/15/2011 210,000 272,853 Pinnacle Partners 144A Senior Notes 8.830% 08/15/2004 615,000 637,294 Republic Services, Inc. Senior Notes 6.750% 08/15/2011 150,000 167,669 ---------- 2,834,467 ---------- CAPITAL GOODS -- 1.2% Allied Waste Industries Series B 7.375% 01/01/2004 170,000 170,000 Allied Waste Industries, Inc. 8.875% 04/01/2008 225,000 252,000 Allied Waste Industries, Inc. 10.000% 08/01/2009 95,000 102,600 American Standard, Inc. 7.375% 02/01/2008 145,000 160,225 Oakmont Asset Trust 144A 4.514% 12/22/2008 400,000 400,716 Raytheon Corp. 6.500% 07/15/2005 480,000 511,524 Smurfit-Stone Container Corp. 8.250% 10/01/2012 15,000 16,275 Stone Container Corp. Senior Notes 8.375% 07/01/2012 150,000 162,750 ---------- 1,776,090 ---------- COMMUNICATIONS -- 2.2% AOL Time Warner, Inc. 7.700% 05/01/2032 350,000 408,487 AT&T Wireless Services, Inc. Senior Notes 8.750% 03/01/2031 640,000 789,651 Block Communications, Inc. 9.250% 04/15/2009 280,000 301,000 Comcast Cable Communication Senior Notes NCL 6.750% 01/30/2011 75,000 83,470 Salem Communciations Corp. Senior Sub Notes 7.750% 12/15/2010 90,000 93,825 Sprint Capital Corp. 6.900% 05/01/2019 435,000 444,369 Sprint Capital Corp. 8.375% 03/15/2012 420,000 490,476 Sprint Capital Corp. 8.750% 03/15/2032 685,000 809,252 ---------- 3,420,530 ---------- The accompanying notes are an integral part of the financial statements. 14 MELLON INSTITUTIONAL FUNDS MASTER PORTFOLIO STANDISH MELLON GLOBAL FIXED INCOME PORTFOLIO SCHEDULE OF INVESTMENTS - DECEMBER 31, 2003 - -------------------------------------------------------------------------------- PAR VALUE SECURITY RATE MATURITY VALUE (NOTE 1A) - ------------------------------------------------------------------------------------------------------------- CONSUMER CYCLICAL -- 2.2% Argosy Gaming Co. 10.750% 06/01/2009 USD 130,000 $ 140,400 Coast Hotels & Casino, Inc. 9.500% 04/01/2009 145,000 153,337 Cox Communications, Inc. 7.125% 10/01/2012 200,000 230,683 Dex Media Finance, Inc. 144A Senior Notes 8.500% 08/15/2010 70,000 77,962 Dex Media Finance, Inc. 144A Senior Sub Notes 9.875% 08/15/2013 70,000 81,375 Echostar DBS Corp. Senior Notes 10.375% 10/01/2007 480,000 526,200 ERAC USA Finance Company 144A 7.350% 06/15/2008 155,000 177,089 Horseshoe Gaming Holding Corp. 8.625% 05/15/2009 135,000 142,594 Liberty Media Corp. 3.500% 09/25/2006 800,000 803,998 Mohegan Tribal Gaming Authority Senior Notes 8.375% 07/01/2011 155,000 168,950 Mohegan Tribal Gaming Authority Senior Sub Notes 6.375% 07/15/2009 100,000 103,250 Moore North America Finance, Inc. 144A Senior Notes 7.875% 01/15/2011 125,000 141,562 News America Holdings Corp. 9.250% 02/01/2013 180,000 232,201 Station Casinos, Inc. Senior Sub Notes 8.875% 12/01/2008 155,000 160,425 Univision Communications, Inc. 7.850% 07/15/2011 200,000 237,768 ---------- 3,377,794 ---------- CONSUMER NONCYCLICAL -- 1.0% Altria Group, Inc. 5.625% 11/04/2008 600,000 615,503 Kroger Co. Senior Notes 8.000% 09/15/2029 185,000 222,056 Office Depot, Inc. 6.250% 08/15/2013 145,000 152,249 Stater Brothers Holdings Senior Notes 10.750% 08/15/2006 165,000 173,869 Tricon Global Restaurant, Inc. Senior Notes 8.875% 04/15/2011 310,000 375,875 ---------- 1,539,552 ---------- ELECTRIC -- 0.1% Niagara Mohawk Power Senior Notes 7.750% 10/01/2008 175,000 203,084 ---------- ENERGY -- 1.8% ANR Pipeline Co. 7.375% 02/15/2024 95,000 95,950 Chesapeake Energy Corp. 8.125% 04/01/2011 250,000 277,500 FirstEnergy Corp. Series B 6.450% 11/15/2011 560,000 580,411 Halliburton Co. 144A 5.500% 10/15/2010 325,000 339,891 Progress Energy, Inc. 7.000% 10/30/2031 230,000 246,166 Transcontinental Gas Pipeline Corp. 6.125% 01/15/2005 325,000 330,281 TXU Energy Co. Senior Notes 7.000% 03/15/2013 270,000 298,619 Waste Management, Inc. 6.875% 05/15/2009 245,000 273,857 Waste Management, Inc. 7.375% 05/15/2029 225,000 253,234 ---------- 2,695,909 ---------- FINANCIAL -- 3.6% Boston Properties, Inc. REIT Senior Notes 6.250% 01/15/2013 370,000 397,026 EOP Operating LP 7.875% 07/15/2031 155,000 181,476 Fifth Third Bank Sub Notes 4.500% 06/01/2018 565,000 524,523 Ford Motor Credit Co. Senior Notes 6.875% 02/01/2006 710,000 757,789 General Motors Acceptance Corp. 6.875% 09/15/2011 1,580,000 1,701,861 General Motors Corp. 7.250% 07/03/2013 550,000 766,081 Goldman Sachs Group, Inc. 4.750% 07/15/2013 170,000 165,677 The accompanying notes are an integral part of the financial statements. 15 MELLON INSTITUTIONAL FUNDS MASTER PORTFOLIO STANDISH MELLON GLOBAL FIXED INCOME PORTFOLIO SCHEDULE OF INVESTMENTS - DECEMBER 31, 2003 - -------------------------------------------------------------------------------- PAR VALUE SECURITY RATE MATURITY VALUE (NOTE 1A) - ------------------------------------------------------------------------------------------------------------- FINANCIAL (CONTINUED) Goldman Sachs Group, Inc. 5.700% 09/01/2012 USD 215,000 $ 225,955 Morgan Stanley Dean Witter 6.600% 04/01/2012 205,000 228,952 Petronas Capital Ltd. 144A 7.875% 05/22/2022 160,000 189,095 RH Donnelley Finance Corp. I 144A Senior Notes 8.875% 12/15/2010 50,000 56,250 RH Donnelley Finance Corp. I 144A Senior Sub Notes 10.875% 12/15/2012 90,000 106,762 Travelers Property Casualty Corp. Senior Notes 5.000% 03/15/2013 190,000 190,125 ----------- 5,491,572 ----------- PUBLIC UTILITY -- 0.7% AES Corp. 144A 8.750% 05/15/2013 200,000 223,500 AES Corp. 144A 10.000% 07/15/2005 80,769 82,183 Northern States Power Co. 8.000% 08/28/2012 195,000 237,750 Public Service Co. of CO 7.875% 10/01/2012 355,000 430,863 Southern Natural Gas Co. 8.875% 03/15/2010 100,000 112,500 ----------- 1,086,796 ----------- Total Corporate (Cost $22,702,295) 23,459,396 ----------- SOVEREIGN BONDS -- 2.0% Republic of Brazil 10.000% 08/07/2011 200,000 221,000 Republic of Brazil 11.000% 08/17/2040 415,000 456,500 Republic of Brazil 14.500% 10/15/2009 130,000 169,975 Republic of Bulgaria IAB PDI(a) 1.938% 07/28/2011 152,000 149,340 Republic of Bulgaria Series A(a) 1.938% 07/28/2024 75,000 74,250 Republic of Colombia 10.750% 01/15/2013 150,000 170,625 Republic of El Salvador 8.500% 07/25/2011 160,000 176,400 Republic of Peru 8.750% 11/21/2033 160,000 160,000 Republic of Peru FLIRB(a) 4.500% 03/07/2017 185,000 164,650 Republic of Turkey Senior Unsub Notes 11.875% 01/15/2030 70,000 94,850 Republic of Turkey Senior Unsub Notes 12.375% 06/15/2009 135,000 171,450 Russian Federation 5.000% 03/31/2030 175,000 168,437 Russian Federation 11.000% 07/24/2018 115,000 154,962 Ukraine Government Senior Notes 11.000% 03/15/2007 316,870 352,518 United Mexican States 9.875% 02/01/2010 270,000 340,875 ----------- Total Sovereign Bonds (Cost $2,980,873) 3,025,832 ----------- YANKEE BONDS -- 6.6% Banque Centrale de Tunisie 7.375% 04/25/2012 210,000 235,200 British Sky Broadcasting 8.200% 07/15/2009 335,000 398,821 British Sky Broadcasting 6.875% 02/23/2009 1,360,000 1,526,589 British Sky Broadcasting 7.300% 10/15/2006 410,000 456,522 Carnival Corp. 144A 3.750% 11/15/2007 100,000 100,179 Deutsche Telekom 5.250% 07/22/2013 1,000,000 1,010,219 HBOS PLC 144A Sub Notes(a) 5.375% 12/31/2049 745,000 742,719 Hutchison Whampoa Ltd. 144A 5.450% 11/24/2010 585,000 593,370 Inco Ltd. 7.750% 05/15/2012 205,000 239,145 International Telecom Satellite Ltd. 144A 6.500% 11/01/2013 175,000 182,594 Merita Bank FLIRB 144A 7.500% 12/29/2049 445,000 475,961 Ministry Finance Russia 3.000% 05/14/2008 260,000 232,375 Rogers Cable, Inc. 6.250% 06/15/2013 200,000 201,500 The accompanying notes are an integral part of the financial statements. 16 MELLON INSTITUTIONAL FUNDS MASTER PORTFOLIO STANDISH MELLON GLOBAL FIXED INCOME PORTFOLIO SCHEDULE OF INVESTMENTS - DECEMBER 31, 2003 - -------------------------------------------------------------------------------- PAR VALUE SECURITY RATE MATURITY VALUE (NOTE 1A) - ------------------------------------------------------------------------------------------------------------- YANKEE BONDS (CONTINUED) Royal Caribbean Cruises 8.250% 04/01/2005 USD 100,000 $ 105,250 Salomon Bros. (Sibneft) 10.750% 01/15/2009 200,000 226,000 Teck Cominico Ltd. 7.000% 09/15/2012 340,000 373,274 Telecom Italia Capital 144A 4.000% 11/15/2008 1,060,000 1,066,710 Telus Corp. 8.000% 06/01/2011 335,000 391,711 Tyco International Group SA 6.750% 02/15/2011 410,000 447,925 Tyco International Group SA 144A Senior Notes 6.000% 11/15/2013 1,040,000 1,071,200 ----------- Total Yankee Bonds (Cost $9,796,180) 10,077,264 ----------- U.S. GOVERNMENT AGENCY -- 8.8% PASS THRU SECURITIES -- 8.8% FNMA 6.500% 10/01/2032 232,953 243,666 FNMA (TBA)# 5.500% 01/01/2034 1,650,000 1,671,140 FNMA (TBA)# 6.000% 01/01/2032 10,650,000 11,006,115 FNMA (TBA)# 6.500% 01/01/2032 580,000 606,462 ----------- 13,527,383 ----------- Total U.S. Government Agency (Cost $13,326,838) 13,527,383 ----------- U.S. TREASURY OBLIGATIONS -- 1.7% TREASURY BONDS -- 1.0% U.S. Treasury Bond 6.250% 05/15/2030 1,375,000 1,586,728 ----------- TREASURY NOTES -- 0.7% U.S. Treasury Note 3.250% 08/15/2008 105,000 105,640 U.S. Treasury Note 4.000% 11/15/2012 210,000 207,982 U.S. Treasury Note 4.625% 05/15/2006 750,000 794,883 ----------- 1,108,505 ----------- Total U.S. Treasury Obligations (Cost $2,663,021) 2,695,233 ----------- FOREIGN DENOMINATED -- 62.6% AUSTRALIA -- 2.1% Australian Government Series 808 8.750% 08/15/2008 AUD 3,865,000 3,278,944 ----------- CANADA -- 0.3% Canadian Pacific Railway 4.900% 06/15/2010 CAD 620,000 478,075 ----------- DENMARK -- 4.0% Denmark Realkredit 4.000% 01/01/2006 DKK 5,140,000 887,420 Denmark Realkredit 6.000% 10/01/2032 30,562,247 5,301,346 ----------- 6,188,766 ----------- EURO -- 47.6% Allied Domecq PLC 5.875% 06/12/2009 EUR 145,000 196,577 Allied Irish Banks Ltd.(a) 7.500% 02/28/2011 135,000 196,970 Bank of Ireland Holdings(a) 7.400% 12/29/2049 135,000 197,507 Barclays Bank PLC(a) 7.500% 12/15/2010 135,000 199,054 Bertelsmann U.S. Finance 4.625% 06/03/2010 195,000 245,049 Bouni Poliennali del Tesoro 1.650% 09/15/2008 705,000 890,455 British Telecom PLC 6.125% 02/15/2006 150,000 200,595 The accompanying notes are an integral part of the financial statements. 17 MELLON INSTITUTIONAL FUNDS MASTER PORTFOLIO STANDISH MELLON GLOBAL FIXED INCOME PORTFOLIO SCHEDULE OF INVESTMENTS - DECEMBER 31, 2003 - -------------------------------------------------------------------------------- PAR VALUE SECURITY RATE MATURITY VALUE (NOTE 1A) - ------------------------------------------------------------------------------------------------------------- EURO (CONTINUED) Bundes Obligation Series 135 5.000% 05/20/2005 EUR 6,830,000 $8,895,263 Bundes Obligation Series 136 5.000% 08/19/2005 2,575,000 3,367,727 Bundes Obligation Series 140 4.500% 08/17/2007 3,840,000 5,036,660 Bundes Obligation Series 143 3.500% 10/10/2008 3,840,000 4,829,840 Daimlerchrysler International Finance 6.125% 03/21/2006 410,000 544,152 Deutsche Telekom International Finance BV 8.125% 05/29/2012 225,000 347,441 Deutschland Republic 4.000% 07/04/2009 2,030,000 2,597,213 Deutschland Republic 4.125% 07/04/2008 345,000 445,892 Deutschland Republic 5.000% 07/04/2011 1,855,000 2,477,660 Deutschland Republic 5.250% 01/04/2011 1,290,000 1,749,632 Deutschland Republic 5.625% 01/04/2028 710,000 979,594 Deutschland Republic 6.250% 01/04/2030 795,000 1,190,809 Eircom Funding 8.250% 08/15/2013 135,000 187,297 European Investment Bank 3.625% 10/15/2013 360,000 426,746 FBG Treasury BV 5.750% 03/17/2005 295,000 384,195 Ford Motor Credit Co. Senior Notes 5.750% 01/12/2009 1,200,000 1,540,795 Fort James Corp. 4.750% 06/29/2004 110,000 138,078 France Telecom 7.250% 01/28/2013 875,000 1,281,130 France Telecom Senior Unsub Notes 8.125% 01/28/2033 240,000 388,030 French Government 3.150% 07/25/2032 1,644,619 2,322,285 French Treasury Note 5.000% 01/12/2006 2,720,000 3,581,494 HBOS PLC(a) 6.050% 11/23/2049 450,000 612,488 Heinz BV 5.125% 04/10/2006 100,000 131,364 Hilton Group Finance PLC 6.500% 07/17/2009 225,000 310,404 Honeywell Holding BV 5.250% 12/20/2006 135,000 176,478 Household Finance Corp. Senior Unsub Notes 6.500% 05/05/2009 300,000 418,130 Inco, Ltd. 15.750% 07/15/2006 200,000 414,585 International Paper Co. 5.375% 08/11/2006 135,000 176,939 Italian Government 7.750% 11/01/2006 2,025,000 2,858,638 Kappa Beheer BV 10.625% 07/15/2009 135,000 180,926 Lear Corp. Senior Notes 8.125% 04/01/2008 135,000 191,119 Linde Finance BV(a) 6.000% 07/29/2049 1,410,000 1,783,925 MBNA Corp. Series 6 4.375% 08/19/2004 1,100,000 1,400,088 Messer Greisheim Holdings AG Senior Notes 10.375% 06/01/2011 135,000 196,216 National Westminister Bank(a) 6.625% 10/29/2049 630,000 880,736 Netherland Government Notes 5.500% 07/15/2010 3,165,000 4,347,265 NGG Finance PLC 5.250% 08/23/2006 190,000 250,242 Nordbanken(a) 6.000% 12/13/2010 140,000 185,789 Parker-Hannifin Corp. 6.250% 11/21/2005 75,000 99,795 Pemex Project Funding Master Trust 144A 6.625% 04/04/2010 180,000 234,440 Republic of Bulgaria 144A 7.500% 01/15/2013 15,000 21,311 Republic of South Africa 5.250% 05/16/2013 110,000 132,195 Sara Lee Corp. 6.125% 07/27/2007 125,000 169,868 Sogerim 7.000% 04/20/2011 210,000 299,596 Spanish Government 4.250% 10/31/2007 3,130,000 4,071,521 Spanish Government 5.000% 07/30/2012 1,555,000 2,067,949 Svenska Handelsbanken(a) 5.500% 03/07/2011 100,000 131,926 Teksid Aluminum SpA 11.375% 07/15/2011 150,000 201,596 Telecom Italia SpA 6.250% 02/01/2012 555,000 760,431 Telelfonica Europe BV 5.125% 02/14/2013 195,000 252,234 Telenet Communication NV 144A Senior Notes 9.000% 12/15/2013 625,000 810,095 ThyssenKrupp 7.000% 03/19/2009 160,000 218,962 The accompanying notes are an integral part of the financial statements. 18 MELLON INSTITUTIONAL FUNDS MASTER PORTFOLIO STANDISH MELLON GLOBAL FIXED INCOME PORTFOLIO SCHEDULE OF INVESTMENTS - DECEMBER 31, 2003 - -------------------------------------------------------------------------------- PAR VALUE SECURITY RATE MATURITY VALUE (NOTE 1A) - ------------------------------------------------------------------------------------------------------------- EURO (CONTINUED) Transco PLC Senior Unsubordinated Notes 5.250% 05/23/2006 EUR 245,000 $ 322,206 Treuhandanstalt 7.500% 09/09/2004 1,205,000 1,570,567 Tyco International Group SA 5.500% 11/19/2008 1,405,000 1,803,413 Valentia Telecommunications Ltd. 7.250% 12/31/2049 230,000 311,139 Vivendi Environnement Senior Notes 5.875% 06/27/2008 185,000 249,205 ------------ 73,081,921 ------------ SINGAPORE -- 3.4% Singapore Government 5.625% 07/01/2008 SGD 7,680,000 5,143,985 ------------ SOUTH AFRICA -- 0.1% Republic of South Africa 13.000% 08/31/2010 ZAR 945,000 169,143 ------------ SWEDEN -- 5.1% Swedish Government Series 1037 8.000% 08/15/2007 SEK 27,600,000 4,372,315 Swedish Government Series 1040 6.500% 05/05/2008 22,450,000 3,427,555 ------------ 7,799,870 ------------ Total Foreign Denominated (Cost $81,106,796) 96,140,704 ------------ TOTAL BONDS AND NOTES (COST $135,812,954) 152,144,651 ------------ SHARES ------------- PREFERRED STOCKS -- 0.2% Convertible Preferred Stocks -- 0.2% Tyco International Group SA 3.125% 144A CVT Pfd 195,000 266,663 ------------ Total Convertible Preferred Stocks (Cost $195,000) 266,663 ------------ TOTAL PREFERRED STOCKS (COST $195,000) 266,663 ------------ CONTRACT SIZE --------- PURCHASED OPTIONS -- 0.5% JPY Put/USD Call, Strike Price 130.00, 05/13/2004 (USD) 6,985,000 22 USD Put/AUD Call, Strike Price 0.70, 04/12/2004 (USD) 3,025,000 193,600 USD Put/CAD Call, Strike Price 1.30, 05/19/2004 (USD) 3,240,000 68,040 USD Put/CAD Call, Strike Price 1.325, 01/15/2004 (USD) 3,250,000 84,565 USD Put/EUR Call, Strike Price 1.145, 03/5/2004 (USD) 1,480,000 146,712 USD Put/EUR Call, Strike Price 1.23, 03/10/2004 (USD) 3,140,000 98,596 USD Put/NZD Call, Strike Price 0.61 04/12/2004 (USD) 3,025,000 178,777 ------------ TOTAL PURCHASED OPTIONS (COST $455,946) 770,312 ------------ The accompanying notes are an integral part of the financial statements. 19 MELLON INSTITUTIONAL FUNDS MASTER PORTFOLIO STANDISH MELLON GLOBAL FIXED INCOME PORTFOLIO SCHEDULE OF INVESTMENTS - DECEMBER 31, 2003 - -------------------------------------------------------------------------------- CONTRACT VALUE SECURITY RATE MATURITY SIZE (NOTE 1A) - --------------------------------------------------------------------------------------------------- SHORT-TERM INVESTMENTS -- 8.4% U.S. GOVERNMENT AGENCY -- 5.6% FNMA Discount Note=/= 1.056% 01/14/2004 USD 8,575,000 $ 8,571,570 ----------- REPURCHASE AGREEMENTS -- 2.8% Tri-party repurchase agreement dated 12/31/03 with Salomon Smith Barney, Inc. and Investors Bank and Trust Company, due 01/02/04, with a maturity value of $4,346,091 and an effective yield of 0.20%, collateralized by a U.S. Government Obligation with a rate of 5.18%, a maturity date of 02/15/26 and an aggregate market value of $4,437,310. 4,346,043 ----------- TOTAL SHORT-TERM INVESTMENTS (COST $12,917,791) 12,917,613 ----------- TOTAL INVESTMENTS -- 108.2% (COST $149,381,691) $ 166,099,239 OTHER ASSETS, LESS LIABILITIES -- (8.2%) (12,526,826) ------------- NET ASSETS -- 100.0% $ 153,572,413 ============= NOTES TO SCHEDULE OF INVESTMENTS: 144A - Securities exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration to qualified buyers. AUD - Australian Dollar CAD - Canadian Dollar CVT - Convertible DKK - Danish Krone EUR - Euro FLIRB - Front Loaded Interest Reduction Bond FNMA - Federal National Mortgage Association IAB - Interest Arrears Bonds JPY - Japanese Yen NZD - New Zealand Dollar PDI - Past Due Interest Bonds REIT - Real Estate Investment Trust SEK - Swedish Krona SGD - Singapore Dollar USD - United States Dollar ZAR - South African Rand (a) Variable Rate Security; rate indicated is as of 12/31/03. # Delayed delivery contract. =/= Rate noted is yield to maturity. The accompanying notes are an integral part of the financial statements. 20 MELLON INSTITUTIONAL FUNDS MASTER PORTFOLIO STANDISH MELLON GLOBAL FIXED INCOME PORTFOLIO SCHEDULE OF INVESTMENTS - DECEMBER 31, 2003 - -------------------------------------------------------------------------------- PERCENTAGE OF NET INDUSTRY SECTOR ASSETS - ------------------------------------------------------------------------ Foreign Government 51.7% Financial 16.4% U.S. Government 16.1% Communications 8.1% Capital Goods 3.9% Consumer Cyclical 3.1% Basic Industry 2.7% Energy 1.9% Consumer Noncyclical 1.3% Banking 1.2% Public Utility 1.0% Transportation 0.4% Technology 0.3% Electric 0.1% ------- 108.2% PERCENTAGE OF NET TOP TEN COUNTRIES ASSETS - ------------------------------------------------------------------------ United States 39.4% Germany 21.2% Netherlands 6.7% France 5.9% Sweden 5.3% United Kingdom 4.1% Denmark 4.0% Spain 4.0% Italy 3.6% Singapore 3.4% The accompanying notes are an integral part of the financial statements. 21 MELLON INSTITUTIONAL FUNDS MASTER PORTFOLIO STANDISH MELLON GLOBAL FIXED INCOME PORTFOLIO STATEMENT OF ASSETS AND LIABILITIES DECEMBER 31, 2003 - -------------------------------------------------------------------------------- ASSETS Investments, at value (Note 1A) (identified cost, $149,381,691) $166,099,239 Cash 219 Receivable for investments sold 559,951 Interest receivable 3,035,990 Unrealized appreciation on forward foreign currency exchange contracts (Note 5) 73,429 Prepaid expenses 3,753 ------------ Total assets 169,772,581 LIABILITIES Payable for investments purchased $13,139,877 Unrealized depreciation on forward foreign currency exchange contracts (Note 5) 2,725,313 Payable for closed forward foreign currency exchange contracts (Note 5) 51,296 Options written, at value (Note 5) (premiums received, $69,112) 172,806 Accrued accounting and custody fees 25,729 Accrued trustees' fees and expenses (Note 2) 5,646 Accrued expenses and other liabilities 79,501 ---------- Total liabilities 16,200,168 ------------ NET ASSETS (APPLICABLE TO INVESTORS' BENEFICIAL INTERESTS) $153,572,413 ============ The accompanying notes are an integral part of the financial statements. 22 MELLON INSTITUTIONAL MASTER PORTFOLIO STANDISH MELLON GLOBAL FIXED INCOME PORTFOLIO STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2003 - -------------------------------------------------------------------------------- INVESTMENT INCOME (NOTE 1C) Interest income (including securities lending income of $6,321 (Note 6)) $6,948,485 Dividend income 63,503 ---------- Total income 7,011,988 EXPENSES Investment advisory fee (Note 2) $ 639,251 Accounting and custody fees 261,099 Legal and audit services 54,954 Trustees' fees and expenses (Note 2) 23,228 Licensing fees 19,999 Insurance expense 16,038 ----------- Total expenses 1,014,569 ---------- Net investment income 5,997,419 ---------- REALIZED AND UNREALIZED GAIN (LOSS) Net realized gain (loss) Investment security transactions 16,725,976 Financial futures contracts 5,797 Written options transactions 181,507 Foreign currency transactions and forward foreign currency exchange contracts (16,914,657) ----------- Net realized loss (1,377) Change in unrealized appreciation (depreciation) Investment securities 3,457,192 Financial futures contracts 323,700 Written options (162,104) Foreign currency and forward foreign currency exchange contracts 177,306 ----------- Change in net unrealized appreciation (depreciation) 3,796,094 ---------- Net realized and unrealized gain 3,794,717 ---------- NET INCREASE IN NET ASSETS FROM OPERATIONS $9,792,136 ========== The accompanying notes are an integral part of the financial statements. 23 MELLON INSTITUTIONAL FUNDS MASTER PORTFOLIO STANDISH MELLON GLOBAL FIXED INCOME PORTFOLIO STATEMENTS OF CHANGES IN NET ASSETS - -------------------------------------------------------------------------------- YEAR ENDED YEAR ENDED DECEMBER 31, 2003 DECEMBER 31, 2002 ----------------- ----------------- INCREASE (DECREASE) IN NET ASSETS FROM INVESTMENT OPERATIONS Net investment income $ 5,997,419 $ 11,973,451 Net realized loss (1,377) (16,266,897) Change in net unrealized appreciation (depreciation) 3,796,094 20,302,620 ------------ ------------- Net increase in net assets from investment operations 9,792,136 16,009,174 ------------ ------------- CAPITAL TRANSACTIONS Contributions 10,566,938 21,983,740 Withdrawals (31,376,618) (237,470,874) ------------ ------------- Net decrease in net assets from capital transactions (20,809,680) (215,487,134) ------------ ------------- TOTAL DECREASE IN NET ASSETS (11,017,544) (199,477,960) NET ASSETS At beginning of year 164,589,957 364,067,917 ------------ ------------- At end of year $153,572,413 $ 164,589,957 ============ ============= The accompanying notes are an integral part of the financial statements. 24 MELLON INSTITUTIONAL FUNDS MASTER PORTFOLIO STANDISH MELLON GLOBAL FIXED INCOME PORTFOLIO FINANCIAL HIGHLIGHTS - -------------------------------------------------------------------------------- YEAR ENDED DECEMBER 31, ------------------------------------------------ 2003 2002 2001(A) 2000 1999 -------- -------- -------- -------- -------- TOTAL RETURN+ 6.40% 6.98% 4.54% 9.82% (0.62)% RATIOS: Expenses (to average daily net assets) 0.63% 0.56% 0.53% 0.53% 0.52% Net Investment Income (to average daily net assets) 3.75% 4.47% 4.49% 5.61% 6.33% Portfolio Turnover 222% 205% 251% 236% 172% Net Assets, End of Year (000's omitted) $153,572 $164,590 $364,068 $375,348 $379,604 - ----------------- (a) The Portfolio has adopted the provisions of the revised AICPA Audit and Accounting Guide for Investment Companies effective January 1, 2001 and began amortizing premium and discount on all debt securities on an effective yield basis. The effect of this change for the year ended December 31, 2001 was to decrease the ratio of net investment income to average net assets from 4.53% to 4.49%. Ratios for the periods prior to January 1, 2001 have not been restated to reflect this change in presentation. + Total return for the Portfolio has been calculated based on the total return for the invested Fund, assuming all distributions were reinvested, and adjusted for the difference in expenses as set out in the notes to the financial statements. The accompanying notes are an integral part of the financial statements. 25 MELLON INSTITUTIONAL FUNDS MASTER PORTFOLIO STANDISH MELLON GLOBAL FIXED INCOME PORTFOLIO NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- (1) SIGNIFICANT ACCOUNTING POLICIES: Mellon Institutional Funds Master Portfolio (the "Portfolio Trust") was organized as a master trust fund under the laws of the state of New York on January 18, 1996 and is registered under the Investment Company Act of 1940, as amended, as an open-end, management investment company. Standish Mellon Global Fixed Income Portfolio (the "Portfolio") is a separate non-diversified investment series of the Portfolio Trust. The objective of the Portfolio is to maximize total return while realizing a market level of income consistent with preserving principal and liquidity. The Portfolio seeks to achieve its objective by investing, under normal circumstances, at least 80% of its net assets in U.S. and non-U.S. dollar denominated fixed income securities of U.S. and foreign governments and companies located in the U.S. and various countries, including emerging markets. At December 31, 2003 there was one fund, Standish Mellon Global Fixed Income Fund (the "Fund"), invested in the Portfolio. The value of the Fund's investment in the Portfolio reflects the Fund's proportionate interest in the net assets of the Portfolio. The Fund's proportionate interest at December 31, 2003 was approximately 100%. On June 21, 2003, by vote of the Trustees, the name of the Standish Global Fixed Income Portfolio was changed to Standish Mellon Global Fixed Income Portfolio. In addition, the Declaration of Trust was amended to change the name of the Portfolio Trust from Standish, Ayer & Wood Master Portfolio to Mellon Institutional Funds Master Portfolio. The name changes became effective July 1, 2003. The following is a summary of significant accounting policies followed by the Portfolio in the preparation of its financial statements. The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates. A. INVESTMENT SECURITY VALUATIONS Securities for which quotations are readily available are valued at the last sale price, or if no sale price, at the closing bid price in the principal market in which such securities are normally traded. Market quotations are not considered to be readily available for certain debt obligations; such investments are stated at fair value on the basis of valuations furnished by a pricing service or dealers, approved by the Trustees, which determine valuations for normal institutional-size trading units of such securities using methods based on market transactions for comparable securities and variable relationships between securities that are generally recognized by institutional traders. Securities (including illiquid securities) for which quotations are not readily available are valued at their fair value as determined in good faith under consistently applied procedures under the general supervision of the Trustees. Short-term instruments with less than sixty-one days remaining to maturity when acquired by the Portfolio are valued at amortized cost, which approximates market value. If the Portfolio acquires a short-term instrument with more than sixty days remaining to its maturity, it is valued at current market value until the sixtieth day prior to maturity and will then be valued at amortized value based upon the value on such date unless the Trustees determine during such sixty-day period that amortized value does not represent fair value. B. REPURCHASE AGREEMENTS It is the policy of the Portfolio to require the custodian bank to take possession of, to have legally segregated in the Federal Reserve Book Entry System, or to have segregated within the custodian bank's vault, all securities held as collateral in support of repurchase agreement investments. Collateral for certain tri-party repurchase agreements is held at the custodian in a segregated account for the benefit of the Portfolio and the counterparty. Additionally, procedures have been established by the Portfolio to monitor on a daily basis, the market value and accrued interest of the repurchase agreement's underlying investments to ensure the existence of a proper level of collateral. 26 MELLON INSTITUTIONAL FUNDS MASTER PORTFOLIO STANDISH MELLON GLOBAL FIXED INCOME PORTFOLIO NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- C. SECURITIES TRANSACTIONS AND INCOME Securities transactions are recorded as of trade date. Interest income is determined on the basis of interest accrued, adjusted for accretion of discount or amortization of premium using the yield-to-maturity method on long-term debt securities. Realized gains and losses from securities sold are recorded on the identified cost basis. The Portfolio does not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss from investments. Net realized gains and losses on foreign currency transactions represent gains and losses on disposition of foreign currencies and forward foreign currency exchange contracts, currency gains and losses realized between the trade and settlement dates on securities transactions, and the difference between the amount of investment income and foreign withholding taxes recorded on the Fund's books and the U.S. dollar equivalent amounts usually required or paid. D. INCOME TAXES The Portfolio is treated as a partnership for federal tax purposes. No provision is made by the Portfolio for federal or state taxes on any taxable income of the Portfolio because each investor in the Portfolio is ultimately responsible for the payment of any taxes. Since at least one of the Portfolio's investors is a regulated investment company that invests all or substantially all of its assets in the Portfolio, the Portfolio normally must satisfy the source of income and diversification requirements applicable to regulated investment companies (under the Internal Revenue Code) in order for its investors to satisfy them. The Portfolio allocates at least annually among its investors each investor's distributive share of the Portfolio's net investment income, net realized capital gains, and any other items of income, gain, loss deduction or credit. E. FOREIGN CURRENCY TRANSACTIONS Investment security valuations, other assets, and liabilities initially expressed in foreign currencies are converted into U.S. dollars based upon current currency exchange rates. Purchases and sales of foreign investment securities and income and expenses are converted into U.S. dollars based upon currency exchange rates prevailing on the respective dates of such transactions. Section 988 of the Internal Revenue Code provides that gains or losses on certain transactions attributable to fluctuations in foreign currency exchange rates must be treated as ordinary income or loss. For financial statement purposes, such amounts are included in net realized gains or losses. F. EXPENSES The majority of expenses of the Trust are directly identifiable to an individual fund. Expenses which are not readily identifiable to a specific fund are allocated taking into consideration, among other things, the nature and type of expense and the relative size of the funds. G. INVESTMENT RISK There are certain additional risks involved in investing in foreign securities that are not inherent in investments in domestic securities. These risks may involve adverse political and economic developments, including the possible imposition of capital controls or other foreign governmental laws or restrictions. In addition, the securities of some foreign companies and securities markets are less liquid and at times may be more volatile than securities of comparable U.S. companies and U.S. securities markets. The risks described above apply to an even greater extent to investments in emerging markets. The securities markets of emerging countries are generally smaller, less developed, less liquid, and more volatile than the securities markets of the U.S. and developed foreign markets. 27 MELLON INSTITUTIONAL FUNDS MASTER PORTFOLIO STANDISH MELLON GLOBAL FIXED INCOME PORTFOLIO NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- H. COMMITMENTS AND CONTINGENCIES In the normal course of business, the Portfolio may enter into contracts and agreements that contain a variety of representations and warranties, which provide general indemnifications. The maximum exposure to the Portfolio under these arrangements is unknown, as this would involve future claims that may be made against the Portfolio that have not yet occurred. However, based on experience, the Portfolio expects the risks of loss to be remote. (2) INVESTMENT ADVISORY FEE: The investment advisory fee paid to Standish Mellon Asset Management Company LLC ("Standish Mellon") for overall investment advisory and administrative services, and general office facilities, is paid monthly at the annual rate of 0.40% of the Portfolio's average daily net assets. No director, officer or employee of Standish Mellon or its affiliates receives any compensation from the Trust or the Fund for serving as an officer or Trustee of the Trust. The Trust pays each Trustee who is not a director, officer or employee of Standish Mellon or its affiliates an annual fee and a per meeting fee as well as reimbursement for travel and out of pocket expenses. In addition, the Trust pays the legal fees for the independent counsel of the Trustees. (3) PURCHASES AND SALES OF INVESTMENTS: Purchases and proceeds from sales of investments, other than short-term investments, for the year ended December 31, 2003 were as follows: PURCHASES SALES ------------ ------------ U.S. Government Securities $133,900,841 $139,456,947 ============ ============ Investments (non-U.S.Government Securities) $199,017,909 $203,310,655 ============ ============ (4) FEDERAL TAXES: The cost and unrealized appreciation (depreciation) in value of the investment securities owned at December 31, 2003, as computed on a federal income tax basis, were as follows: Aggregate Cost $149,381,880 ============ Gross unrealized appreciation 16,546,661 Gross unrealized depreciation (276,465) ------------ Net unrealized appreciation $ 16,270,196 ============ (5) FINANCIAL INSTRUMENTS: In general, the following instruments are used for hedging purposes as described below. However, these instruments may also be used to seek to enhance potential gain in circumstances where hedging is not involved. The nature, risks and objectives of these instruments are set forth more fully in the Portfolio Trust's registration statement. The Portfolio may trade the following financial instruments with off-balance sheet risk: OPTIONS Call and put options give the holder the right to purchase or sell a security or currency or enter into a swap arrangement on a future date at a specified price. The Portfolio may use options to seek to hedge against risks of market exposure and changes in security prices and foreign currencies, as well as to seek to enhance returns. Writing puts and buying 28 MELLON INSTITUTIONAL FUNDS MASTER PORTFOLIO STANDISH MELLON GLOBAL FIXED INCOME PORTFOLIO NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- calls tend to increase the Portfolio's exposure to the underlying instrument. Buying puts and writing calls tend to decrease the Portfolio's exposure to the underlying instrument, or hedge other Portfolio investments. Options, both held and written by the Portfolio, are reflected in the accompanying Statement of Assets and Liabilities at market value. The underlying face amount at value of any open purchased options is shown in the Schedule of Investments. This amount reflects each contract's exposure to the underlying instrument at period end. Losses may arise from changes in the value of the underlying instruments if there is an illiquid secondary market for the contract or if the counterparty does not perform under the contract's terms. Premiums received from writing options which expire are treated as realized gains. Premiums received from writing options which are exercised or are closed are added to or offset against the proceeds or amount paid on the transaction to determine the realized gain or loss. Realized gains and losses on purchased options are included in realized gains and losses on investment securities, except purchased options on foreign currency which are included in realized gains and losses on foreign currency transactions. If a put option written by the Portfolio is exercised, the premium reduces the cost basis of the securities purchased by the Portfolio. The Portfolio, as a writer of an option, has no control over whether the underlying securities may be sold (call) or purchased (put) and as a result bears the market risk of an unfavorable change in the price of the security underlying the written option. Exchange traded options are valued at the last sale price, or if no sales are reported, the last bid price for purchased options and the last ask price for written options. Options traded over-the-counter are valued using prices supplied by the dealers. A summary of the written put options for the year ended December 31, 2003 is as follows: WRITTEN PUT OPTION TRANSACTIONS ---------------------------------- NUMBER OF CONTRACTS PREMIUMS ------------------- --------------- Outstanding, beginning of period 2 $ 45,729 Options expired (2) (45,729) -- -------- Outstanding, end of period 0 $ -- == ======== At December 31, 2003, the Fund held no written put options. A summary of the written call options for the year ended December 31, 2003 is as follows: WRITTEN CALL OPTION TRANSACTIONS ----------------------------------- NUMBER OF CONTRACTS PREMIUMS ------------------- --------------- Outstanding, beginning of period 1 $ 2,576 Options closed (1) $(2,576) -- ------- Outstanding, end of period 0 $ -- == ======= At December 31, 2003, the Fund held no written call options. A summary of the written currency options for the year ended December 31, 2003 is as follows: WRITTEN CURRENCY OPTION TRANSACTIONS --------------------------------------- NUMBER OF CONTRACTS PREMIUMS ------------------- --------------- Outstanding, beginning of period 1 $ 18,009 Options written 13 250,930 Options expired (2) (13,861) Options closed (9) (185,966) -- --------- Outstanding, end of period 3 $ 69,112 == ========= 29 MELLON INSTITUTIONAL FUNDS MASTER PORTFOLIO STANDISH MELLON GLOBAL FIXED INCOME PORTFOLIO NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- At December 31, 2003, the Portfolio held the following written currency option contracts: SECURITY CONTRACTS VALUE --------------------------------------------------------------------------------------------------- USD Put/AUD Call, Strike Price 0.74, 04/12/2004 1 $ 68,365 USD Put/CAD Call, Strike Price 1.24, 05/19/2004 1 23,976 USD Put/NZD Call, Strike Price 0.64, 04/12/2004 1 80,465 -------- Total (premiums received $69,112) $172,806 ======== FORWARD CURRENCY EXCHANGE CONTRACTS The Portfolio may enter into forward foreign currency and cross currency exchange contracts for the purchase or sale of a specific foreign currency at a fixed price on a future date. Risks may arise upon entering these contracts from the potential inability of counterparties to meet the terms of their contracts and from unanticipated movements in the value of a foreign currency relative to the U.S. dollar and other foreign currencies. The forward foreign currency and cross currency exchange contracts are marked to market using the forward foreign currency rate of the underlying currency and any gains or losses are recorded for financial statement purposes as unrealized until the contract settlement date or upon the closing of the contract. Forward currency exchange contracts are used by the Portfolio primarily to protect the value of the Portfolio's foreign securities from adverse currency movements. Unrealized appreciation and depreciation of forward currency exchange contracts is included in the Statement of Assets and Liabilities. At December 31, 2003, the Portfolio held the following forward foreign currency exchange contracts: FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS LOCAL PRINCIPAL CONTRACT MARKET AGGREGATE UNREALIZED CONTRACTS TO DELIVER AMOUNT VALUE DATE VALUE FACE AMOUNT LOSS ------------------------------------------------------------------------------------------------------------ Australian Dollar 4,420,000 03/17/2004 $ 3,292,037 $ 3,210,997 $ (81,040) Canadian Dollar 620,000 03/17/2004 476,615 470,981 (5,634) Danish Krone 41,950,000 03/17/2004 7,071,791 6,827,687 (244,104) Euro 58,738,000 03/17/2004 73,762,996 71,639,456 (2,123,540) Singapore Dollar 8,810,000 03/17/2004 5,193,558 5,152,047 (41,511) South African Rand 1,170,000 01/27/2004 174,364 166,075 (8,289) Swedish Krona 55,030,000 03/17/2004 7,624,483 7,404,667 (219,816) ----------- ------------ ----------- TOTAL $97,595,844 $94,871,910 $(2,723,934) =========== ============ =========== FORWARD FOREIGN CROSS CURRENCY EXCHANGE CONTRACTS MARKET MARKET CONTRACT UNREALIZED CONTRACTS TO DELIVER VALUE IN EXCHANGE FOR VALUE VALUE DATE GAIN/(LOSS) ------------------------------------------------------------------------------------------------------ New Zealand Dollar $5,196,853 Australian Dollar $5,270,282 03/04/2004 $73,429 Euro 1,708,568 Swedish Krona 1,707,189 03/02/2004 (1,379) ---------- ---------- ------- TOTAL $6,905,421 $6,977,471 $72,050 ========== ========== ======= FUTURES CONTRACTS The Portfolio may enter into financial futures contracts for the delayed sale or delivery of securities or contracts based on financial indices at a fixed price on a future date. Pursuant to margin requirements the Portfolio deposits either cash or securities in an amount equal to a certain percentage of the contract amount. Subsequent payments are made or received by the Portfolio each day, depending on the daily fluctuations in the value of the underlying security, and are 30 MELLON INSTITUTIONAL FUNDS MASTER PORTFOLIO STANDISH MELLON GLOBAL FIXED INCOME PORTFOLIO NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- recorded for financial statement purposes as unrealized gains or losses by the Portfolio. There are several risks in connection with the use of futures contracts as a hedging device. The change in value of futures contracts primarily corresponds with the value of their underlying instruments or indices, which may not correlate with changes in the value of hedged investments. Buying futures tends to increase the Portfolio's exposure to the underlying instrument, while selling futures tends to decrease the Portfolio's exposure to the underlying instrument or hedge other investments. In addition, there is the risk that the Portfolio may not be able to enter into a closing transaction because of an illiquid secondary market. Losses may arise if there is an illiquid secondary market or if the counterparty does not perform under the contract's terms. The Portfolio enters into financial futures transactions primarily to seek to manage its exposure to certain markets and to changes in securities prices and foreign currencies. Gains and losses are realized upon the expiration or closing of the futures contracts. Futures contracts are valued at the quoted daily settlement prices established by the exchange on which they trade. At December 31, 2003, the Portfolio held no outstanding financial futures contracts. INTEREST RATE SWAP CONTRACTS Interest rate swaps involve the exchange by the Portfolio with another party of their respective commitments to pay or receive interest, e.g., an exchange of floating rate payments for fixed rate payments with respect to a notional amount of principal. Credit and market risk exist with respect to these instruments. If forecasts of interest rates and other market factors are incorrect, investment performance will be diminished compared to what performance would have been if these investment techniques were not used. Even if the forecasts are correct, there are risks that the positions may correlate imperfectly with the asset or liability being hedged, a liquid secondary market may not always exist, or a counterparty to a transaction may not perform. The Portfolio expects to enter into these transactions primarily for hedging purposes including, but not limited to, preserving a return or spread on a particular investment or portion of its portfolio, protecting against currency fluctuations, managing duration or protecting against an increase in the price of securities the Portfolio anticipates purchasing at a later date. Interest rate swaps are marked to market daily based upon quotations from market makers and the change, if any, is recorded as unrealized gain or loss. Payments made or received are included as part of interest income. Gains and losses are realized upon the expiration or closing of the swap contracts. The Portfolio entered into no such transactions during the year ended December 31, 2003. (6) SECURITY LENDING: The Portfolio may lend its securities to financial institutions which the Portfolio deems to be creditworthy. The loans are collateralized at all times with cash or securities with a market value at least equal to the market value of the securities on loan. The market value of securities loaned is determined daily and any additional required collateral is allocated to the Portfolio on the next business day. For the duration of a loan, the Portfolio receives the equivalent of the interest or dividends paid by the issuer on the securities loaned and also receives compensation from the investment of the collateral. As with other extensions of credit, the Portfolio bears the risk of delay in recovery or even loss of rights in its securities on loan should the borrower of the securities fail financially or default on its obligations to the Portfolio. In the event of borrower default, the Portfolio generally has the right to use the collateral to offset losses incurred. The Portfolio may incur a loss in the event it was delayed or prevented from exercising its rights to dispose of the collateral. The Portfolio also bears the risk in the event that the interest and/or dividends received on invested collateral is not sufficient to meet the Portfolio's obligations due on the loans. The Portfolio loaned securities during the year ended December 31, 2003 resulting in security lending income. At December 31, 2003, the Portfolio had no securities on loan. (7) DELAYED DELIVERY TRANSACTIONS: The Portfolio may purchase or sell securities on a when-issued, delayed delivery or forward commitment basis. Payment and delivery may take place a month or more after the date of the transactions. The price of the underlying securities 31 MELLON INSTITUTIONAL FUNDS MASTER PORTFOLIO STANDISH MELLON GLOBAL FIXED INCOME PORTFOLIO NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- and the date when the securities will be delivered and paid for are fixed at the time the transaction is negotiated. Income on the securities will not be earned until settlement date. The Portfolio instructs its custodian to segregate securities having value at least equal to the amount of the purchase commitment. The Portfolio may enter into to be announced ("TBA") purchase commitments to purchase securities for a fixed unit price at a future date beyond customary settlement time. Although the unit price has been established, the principal value has not been finalized. However, the amount of the commitments will not fluctuate more than 0.01% from the principal amount. The Portfolio holds, and maintains until settlement date, cash or high-grade debt obligations in an amount sufficient to meet the purchase price, or the Portfolio may enter into offsetting contracts for the forward sale of other securities it owns. Income on the securities will not be earned until settlement date. TBA purchase commitments may be considered securities in themselves, and involve a risk of loss if the value of the security to be purchased declines prior to the settlement date, which risk is in addition to the risk of decline in the value of the Portfolio's other assets. Unsettled TBA purchase commitments are valued at the current market value of the underlying securities, according to the procedures described under "Investment security valuations" above. The Portfolio may enter into TBA sale commitments to hedge its portfolio positions. Proceeds of TBA sale commitments are not received until the contractual settlement date. During the time a TBA sale commitment is outstanding, an offsetting TBA purchase commitment deliverable is held as "cover" for the transaction. Unsettled TBA sale commitments are valued at the current market value of the underlying securities, generally according to the procedures described under "Investment security valuations" above. The contract is "marked-to- market" daily and the change in market value is recorded by the Portfolio as an unrealized gain or loss. If the TBA sale commitment is closed through the acquisition of an offsetting purchase commitment, the Portfolio realizes a gain or loss. If the Portfolio delivers securities under the commitment, the Portfolio realizes a gain or a loss from the sale of the securities based upon the unit price established at the date the commitment was entered into. See the Schedule of Investments for outstanding delayed delivery transactions. 32 REPORT OF INDEPENDENT AUDITORS To the Trustees of Mellon Institutional Funds Master Portfolio and the Investors of Standish Mellon Global Fixed Income Portfolio: In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Mellon Institutional Funds Master Portfolio: Standish Mellon Global Fixed Income Portfolio (formerly, Standish Global Fixed Income Portfolio) (the "Portfolio"), at December 31, 2003, and the results of its operations, the changes in its net assets and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Portfolio's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2003, by correspondence with the custodian and brokers, provide a reasonable basis for our opinion. PricewaterhouseCoopers LLP Boston, Massachusetts February 20, 2004 33 TRUSTEES AND OFFICERS The following table lists the Trust's trustees and officers; their address and date of birth; their position with the Trust; the length of time holding that position with the Trust; their principal occupation(s) during the past five years; the number of portfolios in the fund complex they oversee; and other directorships they hold in companies subject to registration or reporting requirements of the Securities Exchange Act of 1934 (generally called "public companies") or in registered investment companies as of December 31, 2003. The Trust's Statement of Additional Information includes additional information about the Trust's trustees and is available, without charge, upon request by writing Mellon Institutional Funds at P.O. Box 8585, Boston, MA 02266-8585 or calling toll free 1-800-221-4795. The same persons serve as trustees and officers of the Portfolio Trust in the same capacities. INDEPENDENT TRUSTEES NUMBER OF PRINCIPAL PORTFOLIOS IN OTHER NAME, TERM OF OFFICE OCCUPATION(S) FUND COMPLEX DIRECTORSHIPS ADDRESS, AND POSITION(S) AND LENGTH OF DURING PAST OVERSEEN BY HELD BY DATE OF BIRTH HELD WITH TRUST TIME SERVED 5 YEARS TRUSTEE TRUSTEE - ------------------------------------------------------------------------------------------------------------------------------ Samuel C. Fleming Trustee Trustee since Chairman of the 28 None c/o Decision 11/3/1986 Board and Chief Resources, Inc. Executive Officer, 260 Charles Street Decision Resources, Waltham, MA 02453 Inc. 9/30/40 Caleb Loring III Trustee Trustee since Trustee, Essex 28 None c/o Essex Street 11/3/1986 Street Associates Associates (family investment 400 Essex Street trust office) Beverly, MA 01915 11/14/43 Benjamin M. Friedman Trustee Trustee since William Joseph 28 None c/o Harvard University 9/13/1989 Maier, Professor of Cambridge, MA 02138 Political Economy, 8/5/44 Harvard University John H. Hewitt Trustee Trustee since Trustee, Mertens 28 None P.O. Box 233 11/3/1986 House, Inc. Trustee New London, NH 03257 and Chairman of the 4/11/35 Board, Visiting Nurse Alliance of Vermont & New Hampshire. INTERESTED TRUSTEES NUMBER OF PRINCIPAL PORTFOLIOS IN OTHER NAME, TERM OF OFFICE OCCUPATION(S) FUND COMPLEX DIRECTORSHIPS ADDRESS, AND POSITION(S) AND LENGTH OF DURING PAST OVERSEEN BY HELD BY DATE OF BIRTH HELD WITH TRUST TIME SERVED 5 YEARS OFFICER OFFICER - ------------------------------------------------------------------------------------------------------------------------------ Patrick J. Sheppard Trustee, President Since 2003 Senior Vice 28 None c/o Standish Mellon Asset and Chief President and Chief Management Company LLC, Executive Officer Operating Officer, One Boston Place Mellon Institutional Boston, MA 02108 Asset Management; 7/24/65 formerly Vice President and Chief Financial Officer, Mellon Institutional Asset Management 34 PRINCIPAL OFFICERS WHO ARE NOT TRUSTEES NUMBER OF PRINCIPAL PORTFOLIOS IN OTHER NAME, TERM OF OFFICE OCCUPATION(S) FUND COMPLEX DIRECTORSHIPS ADDRESS, AND POSITION(S) AND LENGTH OF DURING PAST OVERSEEN BY HELD BY DATE OF BIRTH HELD WITH TRUST TIME SERVED 5 YEARS OFFICER OFFICER - ------------------------------------------------------------------------------------------------------------------------------ Barbara A. McCann Secretary Secretary since 2003 Senior Vice 28 None c/o Standish Mellon Asset President and Head Management, of Operations, One Boston Place Mellon Institutional Boston, MA 02108 Asset Management, 2/20/61 formerly First Vice President, Mellon Institutional Asset Management and Mellon Global Investments Steven M. Anderson Vice President and Vice President since Vice President and 28 None c/o Standish Mellon Asset Treasurer 1999; Treasurer Mutual Funds Management, since 2002 Controller, Standish One Boston Place Mellon Asset Boston, MA 02108 Management; formerly 7/14/65 Assistant Vice President and Mutual Funds Controller, Standish Mellon Asset Management Denise B. Kneeland Assistant Vice Since 1996 Vice President and 28 None c/o Standish Mellon Asset President Manager, Mutual Management, Funds Operations, One Boston Place Standish Mellon Boston, MA 02108 Asset Management 8/19/51 Lisa Kane Assistant Vice Since 1999 Vice President and 28 None c/o Standish Mellon Asset President Client Service Management, Professional, One Boston Place Standish Mellon Boston, MA 02108 Asset Management 6/25/70 Cara E. Hultgren, Assistant Vice Since 2001 Assistant Manager, 28 None c/o Standish Mellon Asset President Mutual Fund Management, Operations since One Boston Place 1999; Shareholder Boston, MA 02108 Representative, 1/19/71 Standish Mellon Asset Management Scott Simonds, Assistant Vice Since 2002 Compliance Analyst, 28 None c/o Standish Mellon Asset President Boston Partners; Management, Fund Accountant, One Boston Place Mellon Financial Boston, MA 02108 Corp. 8/17/60 A description of the policies and procedures that the fund uses to determine how to vote proxies relating to portfolio securities is available (i) without charge, upon request, by calling toll free 1-800-221-4795, (ii) on the fund's website at http://www.melloninstitutionalfunds.com, and (iii) on the Securities and Exchange Commission's website at http://www.sec.gov. 35 [Logo] Mellon -------------------------- Mellon Institutional Funds One Boston Place Boston, MA 02108-4408 800.221.4795 www.melloninstitutionalfunds.com Standish Mellon International Fixed Income Fund (Institutional and Service Classes) Financial Statements for the Year Ended December 31, 2003 [Logo] Mellon -------------------------- Mellon Institutional Funds [Logo] Mellon -------------------------- Mellon Institutional Funds February 28, 2004 Dear Mellon Institutional Fund Shareholder: Enclosed you will find your Fund's annual report for the fiscal year ended December 31, 2003. In 2003 we experienced a return to risk-taking in the financial markets. It's worth recalling that for most of 2002, market sentiment was notably bearish, characterized by a flight to quality. Indeed, the first half of 2002 produced the worst six-month performance for the S&P 500 Index in more than 30 years, with a loss of almost 14%. In contrast, during 2003, the greatest gains were made by the stock market and the lowest-rated corporate debt. The S&P 500 gained 22%, while the Merrill Lynch C-Rated High Yield Index advanced 42%. In keeping with the risk-taking trend, small cap stocks, as measured by the Russell 2000 Index, advanced 45%. International stocks also have enjoyed a healthy rebound, advancing 17%, as measured by the MSCI EAFE Index. In comparison, intermediate U.S. Treasuries had a total return of just 2%, after providing a total return of 12% in 2002, as measured by the Lehman Treasury Index. The financial markets were reacting to the increasing strength of the economy. After several sluggish quarters, economic activity in the U.S. accelerated in the summer months and remains strong. The sources of strength include a) continuing monetary ease that has induced substantial mortgage refinancing and housing activity, b) Federal fiscal stimulus from large new tax cuts and sharp increases in defense spending, and c) a gradual improvement in business capital spending after many quarters of stagnation. Sluggish spots to date include inventory investment, state and local spending, net exports and employment, although some of these sectors show signs of much-awaited improvement. The renewal of economic strength has created a schizophrenic year for the bond markets. Until late June, the market's tone had been set by an expectation of continued sluggish growth. In June, the Fed made explicit its intent to keep short-term interest rates low for a "considerable period." But the Fed announcement was perceived as a disappointment by the market, which promptly caused a sharp summer selloff in bonds. In September, bonds recouped some of their losses, as market participants felt the selloff had been overdone. At its most recent meeting, the Fed edged closer to a less accommodative stance in dropping the "considerable period" language. Instead, the Fed said it "can be patient" in not raising rates until signs of inflation become evident. The yield curve remains very steep, influenced by the Fed at the short end, but with the intermediate maturities under pressure from the large volume of Treasury financing in that sector. With the recent bump in yields and inflation still relatively quiescent, real interest rates have increased to the lower end of what have been the historic norms. Mellon Funds Distributor, L.P. P.O. Box 51407 o Boston, MA 02205-1407 (800) 221-4795 Toll Free o (617) 350-0042 Fax A Mellon Financial Company. (SM) 1 Looking ahead, it is clear that there are some serious distortions and imbalances in world economies including structural problems in Japan and core Europe, the U.S. current account deficit, and the leverage in the consumer balance sheet. It is impossible to predict when these restraints might undermine economic activity, but the latter part of 2004 or the year 2005 could be a period of vulnerability when there will be a loss of incremental fiscal stimulus as well as the lagged effect of higher interest rates. Nevertheless, the near term economic outlook has brightened, business activity has some significant momentum which should carry over into 2004. The result should be favorable growth, especially in business investment. We expect inflation to remain modest and corporate profit growth to be reasonably strong. We wish to thank you for your business and confidence in Mellon Institutional Funds. Please feel free to contact us with questions or comments. Sincerely, /s/ Patrick J. Sheppard Patrick J. Sheppard Mellon Funds Distributor, L.P. P.O. Box 51407 o Boston, MA 02205-1407 (800) 221-4795 Toll Free o (617) 350-0042 Fax A Mellon Financial Company. (SM) 2 STANDISH MELLON INTERNATIONAL FIXED INCOME FUND Management Discussion and Analysis December 2003 International bond markets produced modest, positive returns in 2003. The Standish Mellon International Fixed Income Fund returned 4.89% for the year, after all expenses, compared to 1.98% for our benchmark, the JP Morgan Hedged Non-U.S. Government Bond Index. Global bond market returns had two distinct phases during 2003 that were driven by a series of economic, financial and geopolitical developments. During the first half of the year, bond markets were generally strong, led by the U.S. market. The global economy was weak, although there were signs of recovery, and financial market participants were concerned about the possibility of deflation, particularly in the U.S. The Iraq war and concern about North Korea's nuclear weapons program further weighed on confidence and the growth outlook. In addition, financial market scandals caused some investors to abandon riskier assets such as stocks. Bonds looked like a safe bet. During the second half of the year, global growth accelerated and confidence returned to financial markets. The heavy fighting was over in Iraq and progress was being made on the Korean Peninsula. The Federal Reserve had lowered rates to their lowest level since 1958 and the combination of low interest rates and fiscal stimulus was taking hold. The health of global companies was improving with increasing profits and declining credit spreads. Equities were rallying globally as were emerging market stocks and bonds. As the fear of deflation faded, bond yields rose dramatically from the mid-year lows. The range of returns in hedged terms for government bond markets as measured by the JP Morgan Government Bond Indices was modest for the year with only 514 b.p. separating the best market Canada (+4.52%) from the worst, Australia (-0.62%). The U.S. component of the index returned 2.44% while European markets returned 2.80% and Japan only 36 b.p. Although government bond returns were modest in 2003, corporate and emerging market bonds performed quite well. The higher yielding segments of the bond market produced the best returns with high yield corporate bonds and emerging market bond indices recording returns in excess of 20%. The U.S. dollar fell during the year as the mix of loose fiscal and monetary policy and the large current account deficit made the currency unattractive to global investors. During this period of U.S. dollar weakness, the Fund has not been able to make regular distributions of investment income. This is due to our policy of hedging most of our currency exposures back to U.S. dollars. Although this policy results in less volatility in total return over time than if the portfolio were unhedged, currency volatility can have a significant effect on the Fund's investment income. In periods when the dollar declines as it has over the past two years, the losses from the currency hedging activity offset the investment income of the portfolio. Conversely, when the dollar appreciates, our 3 currency hedging activity typically generates gains that enhance the investment income of the Fund. Another way to view this is that much of the Fund's reported total return -which has been very strong compared to the Index -- is classified as capital appreciation within the portfolio. The Fund outperformed its benchmark during the year. Our position in investment grade and high yield corporate bonds and emerging market securities was the largest positive contributor relative to our benchmark. Our country selection was also positive as we were overweighted European markets and zero weighted in Japan. Our currency exposure was positive for the year relative to the benchmark as we had established positions in the euro and the Australian, New Zealand and Canadian dollars relative to the U.S. dollar and all those positions contributed positively in 2003. Our outlook for 2004 is favorable for international bonds. We believe that the performance of global economies will be mixed in the coming year with the U.S. growing above trend, Japan on trend and Europe below. Government bond yields in the U.S. will be biased upwards but opportunities for value-added can be found in European bonds as the European Central Bank is likely to lag any moves by the Fed to increase interest rates. Non-government sectors such as corporate and emerging bonds offer value in 2004 as credit quality improves. However, the excess returns are likely to be more modest than in 2003. We appreciate your continued support and look forward to working on your behalf over the next year. /s/ W. Charles Cook W. Charles Cook 4 - -------------------------------------------------------------------------------- Mellon Institutional Funds Investment Trust Standish Mellon International Fixed Income Fund Comparison of Change in Value of $100,000 Investment in Standish Mellon International Fixed Income Fund and the J.P. Morgan Hedged Non-U.S. Government Bond Index [The following data was represented as a line chart in the printed material]. Standish Mellon J.P. Morgan International Hedged Non-U.S. Fixed Income Gov't Bond Fund Index 1990 100,000 100,000 102,350 101,898 102,900 103,455 97,100 103,624 97,604 104,383 97,654 105,189 95,387 104,413 97,352 105,005 99,569 106,594 104,910 108,148 106,019 108,999 107,430 109,096 1991 115,083 110,899 112,787 111,943 113,622 112,316 112,293 111,506 114,468 111,980 118,130 113,006 122,906 112,849 124,687 112,486 129,920 112,504 128,194 114,052 125,658 116,363 124,336 116,194 1992 124,391 117,510 126,034 118,585 128,909 120,735 132,077 120,811 134,223 120,821 135,892 121,493 139,229 123,974 143,102 125,359 148,366 127,965 146,551 128,511 149,559 130,224 149,498 131,138 1993 153,972 133,858 155,497 133,187 149,267 130,193 145,072 129,008 143,587 128,087 140,940 126,663 138,551 125,369 140,233 126,197 138,357 124,983 137,257 125,098 138,551 125,583 140,039 127,353 1994 139,781 127,061 141,093 128,446 142,077 130,097 143,390 132,746 146,503 134,851 151,867 139,272 150,145 138,816 152,685 140,567 154,556 141,786 156,159 144,029 158,653 145,636 162,899 148,821 1995 165,123 150,212 168,040 152,037 165,408 150,245 166,332 151,490 169,274 153,316 169,848 154,352 172,141 155,626 172,874 156,788 175,732 158,876 181,375 162,262 185,069 164,944 190,240 168,247 1996 190,347 168,481 193,213 170,589 194,768 171,687 193,132 170,779 195,532 172,624 197,435 173,519 200,360 176,478 203,727 179,284 203,390 179,505 207,937 182,677 208,532 183,842 210,233 185,177 1997 212,928 187,574 215,542 190,074 215,915 191,775 218,349 193,476 219,009 194,470 221,557 197,140 222,152 197,982 224,263 199,819 224,647 203,764 228,793 208,594 225,787 208,288 231,315 210,550 1998 231,521 210,294 235,609 212,913 233,615 211,485 236,313 213,993 239,034 216,714 237,220 215,839 234,501 212,488 231,444 211,936 230,832 212,318 231,138 213,118 231,344 213,636 233,612 214,878 1999 233,353 215,524 232,587 215,541 234,995 217,139 238,282 220,302 239,721 221,484 240,607 223,244 242,608 224,307 243,840 225,765 246,080 225,810 246,869 227,640 247,436 229,415 250,948 233,476 2000 255,952 236,067 260,269 238,877 262,698 240,931 263,756 242,738 260,919 241,087 261,460 242,269 262,936 243,601 264,168 245,818 265,536 247,883 265,125 248,924 269,503 253,479 268,819 252,389 2001 266,376 250,294 266,513 250,570 265,827 250,795 265,275 249,516 266,689 251,537 268,529 251,864 271,217 255,113 271,500 257,588 275,461 260,679 277,866 263,651 276,735 263,545 278,998 264,020 2002 283,526 267,821 286,921 269,910 289,185 271,773 288,619 271,447 290,741 272,044 296,120 276,369 295,824 274,932 292,422 271,880 291,866 269,977 295,690 272,947 293,295 270,409 293,441 270,652 2003 297,403 273,185 ----------------------------- Average Annual Total Return (for period ended 12/31/2003) ----------------------------- Since Inception 1 Year 3 Year 5 Year 10 Year 01/02/1991 ------ ------ ------ ------- ---------- 4.89% 5.13% 5.14% 6.80% 8.75% ----------------------------- Must be preceded or accompanied by a prospectus which contains more complete information and should be read carefully before investing. Copyright 2003, Mellon Funds Distributor, L.P. Member, NASD. The investment return and principal value of an investment will fluctuate, and an investor's shares, when redeemed, may be worth more or less than their original cost. Past performance is not predictive of future performance. - -------------------------------------------------------------------------------- 5 - -------------------------------------------------------------------------------- Mellon Institutional Funds Investment Trust Standish Mellon International Fixed Income Service Class Fund Comparison of Change in Value of $100,000 Investment in Standish Mellon International Fixed Income Service Class Fund, and the J.P. Morgan Hedged Non-U.S. Government Bond Index [The following data was represented as a line chart in the printed material]. Standish Mellon International J.P. Morgan Fixed Income Hedged Non-U.S. Service Class Government Bond Fund Index 100,000 100,000 99,701 98,448 98,165 98,192 97,695 98,369 97,652 98,739 97,439 98,980 98,122 99,555 97,925 99,854 97,327 99,862 98,338 100,603 99,442 102,068 100,001 102,616 2000 100,419 103,431 101,213 103,924 101,730 104,599 102,624 104,620 102,956 105,468 103,146 106,290 104,622 108,171 106,614 109,372 108,428 110,674 109,392 111,626 109,821 112,463 108,630 111,698 2001 108,857 112,245 109,363 112,863 109,881 113,890 110,455 114,846 110,225 115,329 112,007 117,439 111,720 116,934 110,678 115,964 110,678 116,091 110,448 116,196 110,099 115,603 110,693 116,540 2002 111,465 116,691 112,534 118,196 112,594 119,343 114,256 120,775 115,206 122,152 114,731 122,103 115,622 122,323 117,463 124,084 118,829 125,052 119,779 125,915 119,542 125,764 120,373 126,040 2003 122,576 128,044 122,931 127,379 121,505 125,965 121,214 125,083 122,814 126,459 121,745 125,283 121,806 125,396 2003 122,878 126,569 ----------------------------- Average Annual Total Return (for period ended 12/31/2003) ----------------------------- Since Inception 1 Year 3 Year 06/03/1999 ------ ------ ---------- 4.60 4.85% 4.60% ----------------------------- Must be preceded or accompanied by a prospectus which contains more complete information and should be read carefully before investing. Copyright 2003, Mellon Funds Distributor, L.P. Member, NASD. The investment return and principal value of an investment will fluctuate, and an investor's shares, when redeemed, may be worth more or less than their original cost. Past performance is not predictive of future performance. - -------------------------------------------------------------------------------- 6 MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST STANDISH MELLON INTERNATIONAL FIXED INCOME FUND STATEMENT OF ASSETS AND LIABILITIES DECEMBER 31, 2003 - -------------------------------------------------------------------------------- ASSETS Investments, at value (Note 1A) (identified cost, $321,896,590) $368,801,795 Cash 330 Receivable for investments sold 1,388,317 Receivable for Fund shares sold 377,904 Interest receivable 8,582,470 Unrealized appreciation on forward foreign currency exchange contracts (Note 7) 180,931 Prepaid expenses 19,431 ------------ Total assets 379,351,178 LIABILITIES Payable for investments purchased $ 99,373 Payable for Fund shares redeemed 190,000 Payable for variation margin on open financial futures contracts (Note 7) 13,875 Unrealized depreciation on forward foreign currency exchange contracts (Note 7) 8,487,618 Payable for closed forward foreign currency exchange contracts (Note 7) 177,359 Options written, at value (Note 7) (premiums received, $184,869) 484,380 Accrued accounting, custody and transfer agent fees 44,837 Accrued trustees' fees and expenses (Note 2) 10,628 Accrued expenses and other liabilities 67,421 --------- Total liabilities 9,575,491 ------------ NET ASSETS $369,775,687 ============ NET ASSETS CONSIST OF: Paid-in capital $403,703,064 Accumulated net realized loss (60,875,180) Distributions in excess of net investment income (11,010,459) Net unrealized appreciation 37,958,262 ------------ TOTAL NET ASSETS $369,775,687 ============ NET ASSETS ATTRIBUTABLE TO: Institutional Class $369,705,887 ============ Service Class $ 69,800 ============ SHARES OF BENEFICIAL INTEREST OUTSTANDING Institutional Class 17,589,351 ============ Service Class 3,374 ============ NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE (Net Assets/Shares outstanding) Institutional Class $ 21.02 ============ Service Class $ 20.69 ============ The accompanying notes are an integral part of the financial statements. 7 MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST STANDISH MELLON INTERNATIONAL FIXED INCOME FUND STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2003 - -------------------------------------------------------------------------------- INVESTMENT INCOME (NOTE 1C) Interest income (including securities lending income of $5,070 (Note 8)) $17,198,420 Dividend income 67,482 ----------- Total investment income 17,265,902 EXPENSES Investment advisory fee (Note 2) $ 1,669,633 Accounting and custody fees 525,299 Legal and audit services 106,970 Registration fees 65,510 Trustees' fees and expenses (Note 2) 43,928 Insurance expense 20,584 Transfer agent fees - Institutional Class 14,500 Transfer agent fees - Service Class 10,152 Service fees - Service Class (Note 3) 5,336 Miscellaneous 24,494 ------------ Total expenses 2,486,406 Deduct: Reimbursement of operating expenses - Service Class (Note 2) (11,300) ------------ Net expenses 2,475,106 ----------- Net investment income 14,790,796 ----------- REALIZED AND UNREALIZED GAIN (LOSS) Net realized gain (loss) Investment security transactions 53,066,598 Financial futures contracts (644,570) Written options transactions 134,745 Foreign currency transactions and forward foreign currency exchange contracts (59,767,564) ------------ Net realized loss (7,210,791) Change in unrealized appreciation (depreciation) Investment securities 10,429,832 Financial futures contracts 593,464 Written options (331,749) Foreign currency and forward foreign currency exchange contracts 1,365,827 ----------- Change in net unrealized appreciation (depreciation) 12,057,374 ----------- Net realized and unrealized gain 4,846,583 ----------- NET INCREASE IN NET ASSETS FROM OPERATIONS $19,637,379 =========== The accompanying notes are an integral part of the financial statements. 8 MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST STANDISH MELLON INTERNATIONAL FIXED INCOME FUND STATEMENTS OF CHANGES IN NET ASSETS - -------------------------------------------------------------------------------- YEAR ENDED YEAR ENDED DECEMBER 31, 2003 DECEMBER 31, 2002 ----------------- ----------------- INCREASE (DECREASE) IN NET ASSETS FROM INVESTMENT OPERATIONS Net investment income $ 14,790,796 $ 14,070,865 Net realized loss (7,210,791) (35,294,689) Change in net unrealized appreciation (depreciation) 12,057,374 43,416,019 ------------- ------------- Net increase in net assets from investment operations 19,637,379 22,192,195 ------------- ------------- DISTRIBUTIONS TO SHAREHOLDERS (NOTE 1F) From net investment income Institutional Class -- (8,973,023) Service Class -- (50,553) Return of capital Institutional Class -- (2,482,598) Service Class -- (13,987) ------------- ------------- Total distributions to shareholders -- (11,520,161) ------------- ------------- FUND SHARE (PRINCIPAL) TRANSACTIONS (NOTE 5) Net proceeds from sale of shares Institutional Class 244,264,085 129,553,707 Service Class 1,066,887 2,480,257 Value of shares issued to shareholders in payment of distributions declared Institutional Class -- 8,100,619 Service Class -- 64,540 Cost of shares redeemed Institutional Class (258,534,627) (206,444,379) Service Class (3,750,467) (1,840,537) ------------- ------------- Net decrease in net assets from Fund share transactions (16,954,122) (68,085,793) ------------- ------------- TOTAL INCREASE (DECREASE) IN NET ASSETS 2,683,257 (57,413,759) NET ASSETS At beginning of year 367,092,430 424,506,189 ------------- ------------- At end of year (including distributions in excess of net investment income of $11,010,459 and $3,934,810) $ 369,775,687 $ 367,092,430 ============= ============= The accompanying notes are an integral part of the financial statements. 9 MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST STANDISH MELLON INTERNATIONAL FIXED INCOME FUND FINANCIAL HIGHLIGHTS - INSTITUTIONAL CLASS - -------------------------------------------------------------------------------- YEAR ENDED DECEMBER 31, -------------------------------------------------- 2003 2002 2001(A) 2000 1999 -------- -------- -------- -------- ---------- NET ASSET VALUE, BEGINNING OF YEAR $ 20.04 $ 19.43 $ 18.97 $ 21.32 $ 23.22 -------- -------- -------- -------- ---------- FROM INVESTMENT OPERATIONS: Net investment income(1) 0.66 0.75 0.76 1.12 1.34 Net realized and unrealized gain (loss) on investments 0.32 0.46 0.01 0.84 (1.15) -------- -------- -------- -------- ---------- Total from investment operations 0.98 1.21 0.77 1.96 0.19 -------- -------- -------- -------- ---------- LESS DISTRIBUTIONS TO SHAREHOLDERS: From net investment income -- (0.47) (0.31) (4.31) (2.08) From net realized gain on investments -- -- -- -- (0.01) From tax return of capital -- (0.13) -- -- -- -------- -------- -------- -------- ---------- Total distributions to shareholders -- (0.60) (0.31) (4.31) (2.09) -------- -------- -------- -------- ---------- NET ASSET VALUE, END OF YEAR $ 21.02 $ 20.04 $ 19.43 $ 18.97 $ 21.32 ======== ======== ======== ======== ========== TOTAL RETURN 4.89% 6.44% 4.07% 9.68% 0.79% RATIOS/SUPPLEMENTAL DATA: Expenses (to average daily net assets) 0.59% 0.59% 0.56% 0.53% 0.52% Net Investment Income (to average daily net assets) 3.20% 3.89% 3.94% 5.21% 5.82% Portfolio Turnover 185% 159% 211% 240% 162% Net Assets, End of Year (000's omitted) $369,706 $364,460 $422,626 $454,333 $1,051,443 - ----------------- (a) The Fund has adopted the provisions of the revised AICPA Audit and Accounting Guide for Investment Companies effective January 1, 2001 and began amortizing premium and discount on all debt securities on an effective yield basis. The effect of this change for the year ended December 31, 2001 was to decrease net investment income per share by $0.007, increase net realized and unrealized gains and losses per share by $0.007 and decrease the ratio of net investment income to average net assets from 3.98% to 3.94%. Per share data and ratios/supplemental data for the periods prior to January 1, 2001 have not been restated to reflect this change in presentation. (1) Calculated based on average shares outstanding. The accompanying notes are an integral part of the financial statements. 10 MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST STANDISH MELLON INTERNATIONAL FIXED INCOME FUND FINANCIAL HIGHLIGHTS - SERVICE CLASS - -------------------------------------------------------------------------------- FOR THE PERIOD APRIL 25, 2000 YEAR ENDED DECEMBER 31, (COMMENCEMENT OF ----------------------- OPERATIONS) TO 2003 2002 2001(A) DECEMBER 31, 2000 ------ ------ ------- ----------------- NET ASSET VALUE, BEGINNING OF YEAR $19.78 $19.24 $18.81 $21.48 ------ ------ ------ ------ FROM INVESTMENT OPERATIONS: Net investment income*(1) 0.61 0.69 0.69 0.69 Net realized and unrealized gain on investments 0.30 0.45 0.02 0.67 ------ ------ ------ ------ Total from investment operations 0.91 1.14 0.71 1.36 ------ ------ ------ ------ LESS DISTRIBUTIONS TO SHAREHOLDERS: From net investment income -- (0.47) (0.28) (4.03) From tax return of capital -- (0.13) -- -- ------ ------ ------ ------ Total distributions to shareholders -- (0.60) (0.28) (4.03) ------ ------ ------ ------ NET ASSET VALUE, END OF YEAR $20.69 $19.78 $19.24 $18.81 ====== ====== ====== ====== TOTAL RETURN+++ 4.60% 6.13% 3.81% 6.61%++ RATIOS/SUPPLEMENTAL DATA: Expenses (to average daily net assets)* 0.84% 0.84% 0.81% 0.78%+ Net Investment Income (to average daily net assets)* 3.02% 3.64% 3.56% 4.89%+ Portfolio Turnover 185% 159% 211% 240% Net Assets, End of Year (000's omitted) $ 70 $2,633 $1,880 $ 213 - ----------------- * For the periods indicated, the investment advisor voluntarily agreed to reimburse the Class for a portion of its operating expenses. If this voluntary action had not been taken, the investment income (loss) per share and ratios would have been: Net investment income (loss) per share(1) $ 0.46 $ 0.59 $ 0.51 $(0.19) Ratios (to average daily net assets): Expenses 1.57% 1.36% 1.75% 7.02%+ Net investment income 2.29% 3.12% 2.62% (1.35)%+ (a) The Fund has adopted the provisions of the revised AICPA Audit and Accounting Guide for Investment Companies effective January 1, 2001 and began amortizing premium and discount on all debt securities on an effective yield basis. The effect of this change for the year ended December 31, 2001 was to decrease net investment income per share by $0.007, increase net realized and unrealized gains and losses per share by $0.007 and decrease the ratio of net investment income to average net assets from 3.60% to 3.56%. Per share data and ratio/supplemental data for the periods prior to January 1, 2001 have not been restated to reflect this change in presentation. (1) Calculated based on average shares outstanding. + Computed on an annualized basis. ++ Not annualized. +++ Total return would have been lower in the absence of expense waivers. The accompanying notes are an integral part of the financial statements. 11 MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST STANDISH MELLON INTERNATIONAL FIXED INCOME FUND SCHEDULE OF INVESTMENTS - DECEMBER 31, 2003 - -------------------------------------------------------------------------------- PAR VALUE SECURITY RATE MATURITY VALUE (NOTE 1A) - ---------------------------------------------------------------------------------------------------------------- BONDS AND NOTES -- 96.8% ASSET BACKED -- 2.1% Household Automotive Trust 2003-1A A2 1.300% 09/18/2006 USD 2,580,000 $2,579,852 MBNA Master Credit Card Trust 1999-G A 6.350% 12/15/2006 3,915,000 4,021,540 Whole Auto Loan Trust 2002-1 A2 1.880% 06/15/2005 1,266,655 1,269,310 ---------- Total Asset Backed (Cost $7,915,172) 7,870,702 ---------- CORPORATE -- 4.7% BANKING -- 0.2% Chevy Chase Bank Sub Notes 6.875% 12/01/2013 705,000 722,625 ---------- BASIC INDUSTRY -- 0.3% CSC Holdings, Inc. 7.875% 12/15/2007 420,000 443,100 Nalco Co. 7.750% 11/15/2011 490,000 636,656 ---------- 1,079,756 ---------- CAPITAL GOODS -- 0.4% Allied Waste Industries, Inc. 8.875% 04/01/2008 1,115,000 1,248,800 Allied Waste Industries, Inc. 10.000% 08/01/2009 280,000 302,400 ---------- 1,551,200 ---------- COMMUNICATIONS -- 0.9% AT&T Wireless Services, Inc. Senior Notes 8.750% 03/01/2031 805,000 993,232 Sprint Capital Corp. 8.375% 03/15/2012 1,100,000 1,284,580 Sprint Capital Corp. 8.750% 03/15/2032 870,000 1,027,809 ---------- 3,305,621 ---------- CONSUMER CYCLICAL -- 0.8% Coast Hotels & Casino, Inc. 9.500% 04/01/2009 350,000 370,125 Echostar DBS Corp. Senior Notes 10.375% 10/01/2007 1,215,000 1,331,944 Mohegan Tribal Gaming Authority Senior Sub Notes 6.375% 07/15/2009 670,000 691,775 Station Casinos, Inc. Senior Sub Notes 8.875% 12/01/2008 395,000 408,825 ---------- 2,802,669 ---------- CONSUMER NONCYCLICAL -- 0.7% Aramark Services, Inc. 7.000% 07/15/2006 2,000,000 2,175,678 Tricon Global Restaurant, Inc. Senior Notes 8.875% 04/15/2011 450,000 545,625 ---------- 2,721,303 ---------- ENERGY -- 0.5% ANR Pipeline Co. 7.375% 02/15/2024 250,000 252,500 Chesapeake Energy Corp. 8.125% 04/01/2011 555,000 616,050 Halliburton Co. 144A 5.500% 10/15/2010 760,000 794,821 ---------- 1,663,371 ---------- FINANCIAL -- 0.6% General Motors Corp. 7.250% 07/03/2013 EUR 1,375,000 1,915,203 The accompanying notes are an integral part of the financial statements. 12 MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST STANDISH MELLON INTERNATIONAL FIXED INCOME FUND SCHEDULE OF INVESTMENTS - DECEMBER 31, 2003 - -------------------------------------------------------------------------------- PAR VALUE SECURITY RATE MATURITY VALUE (NOTE 1A) - -------------------------------------------------------------------------------------------------------------- FINANCIAL (CONTINUED) RH Donnelley Finance Corp. I 144A Senior Notes 8.875% 12/15/2010 USD 125,000 $ 140,625 RH Donnelley Finance Corp. I 144A Senior Sub Notes 10.875% 12/15/2012 195,000 231,319 ----------- 2,287,147 ----------- PUBLIC UTILITY -- 0.3% AES Corp. 144A 8.750% 05/15/2013 610,000 681,675 Southern Natural Gas Co. 8.875% 03/15/2010 255,000 286,875 ----------- 968,550 ----------- Total Corporate (Cost $16,309,783) 17,102,242 ----------- SOVEREIGN BONDS -- 2.2% Republic of Brazil 8.000% 04/15/2014 430,994 423,990 Republic of Brazil 10.000% 08/07/2011 495,000 546,975 Republic of Brazil 11.000% 08/17/2040 1,010,000 1,111,000 Republic of Brazil 14.500% 10/15/2009 305,000 398,788 Republic of Bulgaria IAB PDI(a) 1.938% 07/28/2011 427,500 420,019 Republic of Bulgaria Series A(a) 1.938% 07/28/2024 220,000 217,800 Republic of Colombia 10.750% 01/15/2013 340,000 386,750 Republic of El Salvador 8.500% 07/25/2011 510,000 562,275 Republic of Peru 8.750% 11/21/2033 385,000 385,000 Republic of Peru FLIRB(a) 4.500% 03/07/2017 415,000 369,350 Republic of Turkey Senior Unsub Notes 11.875% 01/15/2030 155,000 210,025 Republic of Turkey Senior Unsub Notes 12.375% 06/15/2009 300,000 381,000 Russian Federation 5.000% 03/31/2030 405,000 389,813 Russian Federation 11.000% 07/24/2018 360,000 485,100 Ukraine Government Senior Notes 11.000% 03/15/2007 777,475 864,940 United Mexican States 9.875% 02/01/2010 730,000 921,625 ----------- Total Sovereign Bonds (Cost $7,953,398) 8,074,450 ----------- YANKEE BONDS -- 2.8% Banque Centrale de Tunisie 7.375% 04/25/2012 580,000 649,600 British Sky Broadcasting 6.875% 02/23/2009 3,185,000 3,575,137 British Sky Broadcasting 7.300% 10/15/2006 1,035,000 1,152,440 Dominican Republic Euro Registered 9.500% 09/27/2006 115,000 93,150 HBOS PLC 144A Sub Notes(a) 5.375% 12/31/2049 565,000 563,270 Hutchison Whampoa Ltd. 144A 5.450% 11/24/2010 1,400,000 1,420,030 International Telecom Satellite Ltd. 144A 6.500% 11/01/2013 410,000 427,791 Ministry Finance Russia 3.000% 05/14/2008 745,000 665,844 Petronas Capital Ltd. 144A 7.875% 05/22/2022 430,000 508,193 Rogers Cable, Inc. 6.250% 06/15/2013 640,000 644,800 Royal Caribbean Cruises 8.250% 04/01/2005 225,000 236,813 Salomon Bros. (Sibneft) 10.750% 01/15/2009 485,000 548,050 ----------- Total Yankee Bonds (Cost $10,261,766) 10,485,118 ----------- The accompanying notes are an integral part of the financial statements. 13 MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST STANDISH MELLON INTERNATIONAL FIXED INCOME FUND SCHEDULE OF INVESTMENTS - DECEMBER 31, 2003 - -------------------------------------------------------------------------------- PAR VALUE SECURITY RATE MATURITY VALUE (NOTE 1A) - -------------------------------------------------------------------------------------------------------------- U.S. TREASURY OBLIGATIONS -- 0.1% TREASURY NOTES -- 0.1% U.S. Treasury Note 4.000% 11/15/2012 USD 500,000 $ 495,196 ----------- Total U.S. Treasury Obligations (Cost $498,131) 495,196 ----------- FOREIGN DENOMINATED -- 84.9% AUSTRALIA -- 2.4% Australian Government Series 808 8.750% 08/15/2008 AUD 10,530,000 8,933,319 ----------- CANADA -- 0.4% Canadian Pacific Railway 4.900% 06/15/2010 CAD 2,000,000 1,542,176 ----------- DENMARK -- 6.8% Denmark Realkredit 4.000% 01/01/2006 DKK 13,965,000 2,411,053 Denmark Realkredit 6.000% 10/01/2032 77,993,590 13,528,815 Kingdom of Denmark 4.000% 11/15/2004 53,200,000 9,110,371 ----------- 25,050,239 ----------- EURO -- 61.3% Allied Domecq PLC 5.875% 06/12/2009 EUR 370,000 501,611 Allied Irish Banks Ltd.(a) 7.500% 02/28/2011 365,000 532,548 Bank of Ireland Holdings(a) 7.400% 12/29/2049 355,000 519,371 Barclays Bank PLC(a) 7.500% 12/15/2010 350,000 516,065 Bouni Poliennali del Tesoro 1.650% 09/15/2008 1,700,000 2,147,195 British Telecom PLC 6.125% 02/15/2006 375,000 501,488 Bundes Obligation Series 135 5.000% 05/20/2005 15,115,000 19,685,490 Bundes Obligation Series 136 5.000% 08/19/2005 8,205,000 10,730,951 Bundes Obligation Series 143 3.500% 10/10/2008 5,130,000 6,452,364 Buoni del Tesoro Poliennali 4.500% 03/01/2007 10,675,000 13,986,877 Daimlerchrysler International Finance 6.125% 03/21/2006 890,000 1,181,207 DePfa ACS Bank 144A 3.875% 07/15/2013 4,350,000 5,229,991 Deutsche Telekom International Finance BV 8.125% 05/29/2012 535,000 826,138 Deutschland Republic 4.000% 07/04/2009 5,495,000 7,030,387 Deutschland Republic 4.750% 07/04/2028 6,265,000 7,686,779 Deutschland Republic 5.250% 01/04/2011 920,000 1,247,799 Deutschland Republic 5.625% 01/04/2028 940,000 1,296,927 Deutschland Republic 6.250% 01/04/2030 4,175,000 6,253,622 Dexia Municipal Agency 5.375% 04/26/2007 3,500,000 4,695,130 Eircom Funding 8.250% 08/15/2013 360,000 499,459 European Investment Bank 3.625% 10/15/2013 1,130,000 1,339,509 FBG Treasury BV 5.750% 03/17/2005 750,000 976,767 Fort James Corp. 4.750% 06/29/2004 2,000,000 2,510,508 France Telecom 7.250% 01/28/2013 2,185,000 3,199,164 France Telecom Senior Unsub Notes 8.125% 01/28/2033 605,000 978,159 French Government 3.150% 07/25/2032 3,666,024 5,176,612 French Treasury Note 5.000% 01/12/2006 12,775,000 16,821,169 HBOS PLC(a) 6.050% 11/23/2049 390,000 530,823 Heinz BV 5.125% 04/10/2006 550,000 722,504 Hilton Group Finance PLC 6.500% 07/17/2009 565,000 779,458 The accompanying notes are an integral part of the financial statements. 14 MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST STANDISH MELLON INTERNATIONAL FIXED INCOME FUND SCHEDULE OF INVESTMENTS - DECEMBER 31, 2003 - -------------------------------------------------------------------------------- PAR VALUE SECURITY RATE MATURITY VALUE (NOTE 1A) - -------------------------------------------------------------------------------------------------------------- EURO (CONTINUED) Honeywell Holding BV 5.250% 12/20/2006 EUR 405,000 $ 529,435 Household Finance Corp. Senior Unsub Notes 6.500% 05/05/2009 335,000 466,912 Inco, Ltd. 15.750% 07/15/2006 796,000 1,650,049 International Paper Co. 5.375% 08/11/2006 405,000 530,816 Italian Government 7.750% 11/01/2006 9,410,000 13,283,844 Kappa Beheer BV 10.625% 07/15/2009 365,000 489,172 Kingdom of Belgium 5.750% 09/28/2010 11,400,000 15,862,107 Kingdom of Belgium Series 41 4.250% 09/28/2013 925,000 1,156,570 Lear Corp. Senior Notes 8.125% 04/01/2008 365,000 516,731 Linde Finance BV(a) 6.000% 07/29/2049 3,410,000 4,314,316 MBNA Corp. Series 6 4.375% 08/19/2004 3,620,000 4,607,563 Messer Greisheim Holdings AG Senior Notes 10.375% 06/01/2011 360,000 523,243 Morgan Stanley Dean Witter 5.750% 04/01/2009 585,000 796,364 National Westminister Bank(a) 6.625% 10/29/2049 740,000 1,034,516 Netherland Government Notes 5.500% 07/15/2010 8,795,000 12,080,316 Nordbanken(a) 6.000% 12/13/2010 380,000 504,285 Parker-Hannifin Corp. 6.250% 11/21/2005 200,000 266,120 Pemex Project Funding Master Trust 144A 6.625% 04/04/2010 440,000 573,075 Republic of Austria 5.500% 10/20/2007 7,500,000 10,160,007 Republic of Bulgaria 144A 7.500% 01/15/2013 110,000 156,278 Republic of South Africa 5.250% 05/16/2013 345,000 414,611 Sara Lee Corp. 6.125% 07/27/2007 545,000 740,623 Sogerim 7.000% 04/20/2011 555,000 791,790 Spanish Government 4.250% 10/31/2007 14,595,000 18,985,257 Svenska Handelsbanken(a) 5.500% 03/07/2011 400,000 527,703 Teksid Aluminum SpA 11.375% 07/15/2011 400,000 537,588 Telecom Italia SpA 6.250% 02/01/2012 1,400,000 1,918,204 Telelfonica Europe BV 5.125% 02/14/2013 545,000 704,963 Telenor ASA 5.875% 12/05/2012 1,100,000 1,497,218 ThyssenKrupp 7.000% 03/19/2009 420,000 574,774 Tyco International Group SA 5.500% 11/19/2008 3,370,000 4,325,624 Valentia Telecommunications Ltd. 7.250% 12/31/2049 600,000 811,668 Vivendi Environnement Senior Notes 5.875% 06/27/2008 525,000 707,204 ------------ 226,595,018 ------------ GERMANY -- 5.3% Deutschland Republic 6.000% 01/05/2006 14,700,000 19,687,932 ------------ SINGAPORE -- 3.4% Singapore Government 3.500% 07/01/2012 SGD 21,800,000 12,680,517 ------------ SOUTH AFRICA -- 0.1% Republic of South Africa 13.000% 08/31/2010 ZAR 2,270,000 406,300 ------------ The accompanying notes are an integral part of the financial statements. 15 MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST STANDISH MELLON INTERNATIONAL FIXED INCOME FUND SCHEDULE OF INVESTMENTS - DECEMBER 31, 2003 - -------------------------------------------------------------------------------- PAR VALUE SECURITY RATE MATURITY VALUE (NOTE 1A) - -------------------------------------------------------------------------------------------------------------- SWEDEN -- 5.2% Swedish Government Series 1037 8.000% 08/15/2007 SEK 67,800,000 $ 10,740,687 Swedish Government Series 1040 6.500% 05/05/2008 54,665,000 8,345,981 ------------ 19,086,668 ------------ Total Foreign Denominated (Cost $269,265,305) 313,982,169 ------------ TOTAL BONDS AND NOTES (COST $312,203,555) 358,009,877 ------------ CONTRACT SIZE ------------- PURCHASED OPTIONS -- 0.5% JPY Put/USD Call, Strike Price 130.00, 05/13/2004 (USD) 7,320,000 23 USD Put/AUD Call, Strike Price 0.70, 04/12/2004 (USD) 8,690,000 556,160 USD Put/CAD Call, Strike Price 1.30, 05/19/2004 (USD) 7,680,000 161,280 USD Put/CAD Call, Strike Price 1.325, 01/15/2004 (USD) 7,610,000 198,012 USD Put/EUR Call, Strike Price 1.145, 03/5/2004 (USD) 3,720,000 368,764 USD Put/EUR Call, Strike Price 1.23, 03/10/2004 (USD) 7,845,000 246,333 USD Put/NZD Call, Strike Price 0.61 04/12/2004 (USD) 8,690,000 513,579 ------------ TOTAL PURCHASED OPTIONS (COST $945,271) 2,044,151 ------------ PAR RATE MATURITY VALUE ------- ----------------------- ------------- SHORT-TERM INVESTMENTS -- 2.4% U.S. TREASURY BILLS -- 0.1% U.S. Treasury Bill=/= 0.864% 03/04/2004 USD 150,000 149,780 ------------ REPURCHASE AGREEMENTS -- 2.3% Tri-party repurchase agreement dated 12/31/03 with Salomon Smith Barney, Inc. and Investors Bank and Trust Company, due 01/02/04, with a maturity value of $8,598,082 and an effective yield of 0.20%, collateralized by a U.S. Goverment Obligation with a rate of 5.18%, a maturity date of 02/15/26 and an aggregate market value of $8,778,546. 8,597,987 ------------ TOTAL SHORT-TERM INVESTMENTS (COST $8,747,764) 8,747,767 ------------ TOTAL INVESTMENTS -- 99.7% (COST $321,896,590) $368,801,795 OTHER ASSETS, LESS LIABILITIES -- 0.3% 973,892 ------------ NET ASSETS -- 100.0% $369,775,687 ============ The accompanying notes are an integral part of the financial statements. 16 MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST STANDISH MELLON INTERNATIONAL FIXED INCOME FUND SCHEDULE OF INVESTMENTS - DECEMBER 31, 2003 - -------------------------------------------------------------------------------- NOTES TO SCHEDULE OF INVESTMENTS: 144A - Securities exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration to qualified buyers. AUD - Australian Dollar CAD - Canadian Dollar DKK - Danish Krone EUR - Euro FLIRB - Front Loaded Interest Reduction Bond IAB - Interest Arrears Bonds JPY - Japanese Yen MTN - Medium Term Notes NZD - New Zealand Dollar PDI - Past Due Interest Bonds SEK - Swedish Krona SGD - Singapore Dollar ZAR - South African Rand (a) Variable Rate Security; rate indicated is as of 12/31/03. =/= Rate noted is yield to maturity. The accompanying notes are an integral part of the financial statements. 17 MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST STANDISH MELLON INTERNATIONAL FIXED INCOME FUND SCHEDULE OF INVESTMENTS - DECEMBER 31, 2003 - -------------------------------------------------------------------------------- PERCENTAGE OF NET INDUSTRY SECTOR ASSETS - ------------------------------------------------------------------------ Foreign Government 71.7% Financial 14.5% Communications 4.9% Capital Goods 1.9% Consumer Cyclical 1.5% Basic Industry 1.4% Consumer Noncyclical 1.3% Energy 0.6% Transportation 0.5% Banking 0.5% Technology 0.4% Public Utility 0.3% U.S. Government 0.2% ------- 99.7% PERCENTAGE OF NET TOP TEN COUNTRIES ASSETS - ------------------------------------------------------------------------ Germany 21.8% United States 11.7% France 8.8% Italy 8.5% Denmark 6.8% Netherlands 5.8% Sweden 5.4% Spain 5.1% Belgium 4.6% Singapore 3.4% The accompanying notes are an integral part of the financial statements. 18 MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST STANDISH MELLON INTERNATIONAL FIXED INCOME FUND NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- (1) SIGNIFICANT ACCOUNTING POLICIES: Mellon Institutional Funds Investment Trust (the "Trust") is organized as a Massachusetts business trust and is registered under the Investment Company Act of 1940, as amended, as an open-end, management investment company. Standish Mellon International Fixed Income Fund (the "Fund") is a separate non-diversified investment series of the Trust. The Fund currently offers two classes of shares: Institutional Class and Service Class. Expenses of the Fund are borne pro-rata by the holders of each class of shares, except for transfer agent fees and an account service fee of up to 0.25% of the average daily net assets of the Service Class of shares. Each class votes separately as a class only with respect to its own distribution plan (Service Class only) or other matters that relate only to that class. Shares of each class would receive their pro-rata share of the net assets of the Fund (after satisfaction of any class-specific expenses) if the Fund were liquidated. In addition, the Trustees declare separate dividends on each class of shares. Shares of the Service Class may be purchased by entities ("Account Administrators") that provide omnibus accounting services for groups of individuals who beneficially own Service Class shares ("Omnibus Accounts"). Omnibus Accounts include pension and retirement plans (such as 401(k) plans, 457 plans and 403(b) plans), and programs through which personal and or account maintenance services are provided to groups of individuals whether or not such individuals invest on a tax-deferred basis. Individual investors may only purchase Service Class shares through their Omnibus Account Administrators. The objective of the Fund is to maximize total return while realizing a market level of income consistent with preserving principal and liquidity. The Fund seeks to achieve its objective by investing, under normal circumstances, at least 80% of net assets in fixed income securities. The Fund also invests, under normal circumstances, at least 65% of net assets in non-U.S. dollar denominated fixed income securities of foreign governments and companies located in various countries, including emerging markets. On June 21, 2003, by vote of the Trustees, the name of the Standish International Fixed Income Fund was changed to Standish Mellon International Fixed Income Fund. In addition, the Declaration of Trust was amended to change the name of the Trust from Standish, Ayer & Wood Investment Trust to Mellon Institutional Funds Investment Trust. The name changes became effective July 1, 2003. The following is a summary of significant accounting policies followed by the Fund in the preparation of its financial statements. The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates. A. INVESTMENT SECURITY VALUATIONS Securities for which quotations are readily available are valued at the last sale price, or if no sale price, at the closing bid price in the principal market in which such securities are primarily traded. Market quotations are not considered to be readily available for certain debt obligations; such investments are stated at fair value on the basis of valuations furnished by a pricing service or dealers, approved by the Trustees, which determine valuations for normal institutional-size trading units of such securities using methods based on market transactions for comparable securities and variable relationships between securities that are generally recognized by institutional traders. Securities (including illiquid securities) for which quotations are not readily available are valued at their fair value as determined in good faith under consistently applied procedures under the general supervision of the Trustees. Short-term instruments with less than sixty-one days remaining to maturity when acquired by the Fund are valued at amortized cost, which approximates market value. If the Fund acquires a short-term instrument with more than sixty days remaining to its maturity, it is valued at current market value until the sixtieth day prior to maturity and will then be valued at amortized value based upon the value on such date unless the Trustees determine during such sixty-day period that amortized value does not represent fair value. 19 MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST STANDISH MELLON INTERNATIONAL FIXED INCOME FUND NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- B. REPURCHASE AGREEMENTS It is the policy of the Fund to require the custodian bank to take possession of, to have legally segregated in the Federal Reserve Book Entry System, or to have segregated within the custodian bank's vault, all securities held as collateral in support of repurchase agreement investments. Collateral for certain tri-party repurchase agreements is held at the custodian in a segregated account for the benefit of the Fund and the counterparty. Additionally, procedures have been established by the Fund to monitor on a daily basis, the market value and accrued interest of the repurchase agreement's underlying investments to ensure the existence of a proper level of collateral. C. SECURITIES TRANSACTIONS AND INCOME Securities transactions are recorded as of trade date. Interest income is determined on the basis of interest accrued, adjusted accretion of discount or amortization of premium using the yield-to-maturity method on long-term debt securities. Realized gains and losses from securities sold are recorded on the identified cost basis. The Fund does not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss from investments. Net realized gains and losses on foreign currency transactions represent gains and losses on disposition of foreign currencies and forward foreign currency exchange contracts, currency gains and losses realized between the trade and settlement dates on securities transactions, and the difference between the amount of investment income and foreign withholding taxes recorded on the Fund's books and the U.S. dollar equivalent amounts usually received or paid. D. FOREIGN CURRENCY TRANSACTIONS Investment security valuations, other assets, and liabilities initially expressed in foreign currencies are converted into U.S. dollars based upon current currency exchange rates. Purchases and sales of foreign investment securities and income and expenses are converted into U.S. dollars based upon currency exchange rates prevailing on the respective dates of such transactions. Section 988 of the Internal Revenue Code provides that gains or losses on certain transactions attributable to fluctuations in foreign currency exchange rates must be treated as ordinary income or loss. For financial statement purposes, such amounts are included in net realized gains or losses. E. INVESTMENT RISK There are certain additional risks involved in investing in foreign securities that are not inherent in investments in domestic securities. These risks may involve adverse political and economic developments, including the possible imposition of capital controls or other foreign governmental laws or restrictions. In addition, the securities of some foreign companies and securities markets are less liquid and at times may be more volatile than securities of comparable U.S. companies and U.S. securities markets. The risks described above apply to an even greater extent to investments in emerging markets. The securities markets of emerging countries are generally smaller, less developed, less liquid, and more volatile than the securities markets of the U.S. and developed foreign markets. F. DISTRIBUTIONS TO SHAREHOLDERS Distributions to shareholders are recorded on ex-dividend date. Dividends from net investment income and distributions from capital gains, if any, are reinvested in additional shares of the Fund unless the shareholder elects to receive them in cash. Income and capital gain distributions are determined in accordance with income tax regulations which may differ from accounting principles generally accepted in the United States of America. These differences, which may result in distribution reclassifications, are primarily due to differing treatments for foreign currency transactions, amortization and/or accretion of premiums and discounts on certain securities, capital loss carry forwards, losses deferred due to wash sales and excise tax regulations. 20 MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST STANDISH MELLON INTERNATIONAL FIXED INCOME FUND NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- Permanent book and tax basis differences relating to shareholder distributions will result in reclassifications among undistributed net investment income, accumulated net realized gain (loss) and paid in capital. Undistributed net investment income and accumulated net realized gain (loss) on investments and foreign currency transactions may include temporary book and tax basis differences which will reverse in a subsequent period. Any taxable income or gain remaining at fiscal year end is distributed in the following year. G. ALLOCATION OF OPERATING ACTIVITY The majority of expenses of the Trust are directly identifiable to an individual fund. Expenses which are not readily identifiable to a specific fund are allocated taking into consideration among other things, the nature and type of expense and the relative size of the funds. Investment income, common expenses and realized and unrealized gains and losses are allocated among the share classes of the Fund based on the relative net assets of each class. Transfer agent fees, which are directly attributable to a class of shares, are charged to that class' operations. Service fees, which are directly attributable to the Service Class shares, are charged to the Service Class operations. H. COMMITMENTS AND CONTINGENCIES In the normal course of business, the Fund may enter into contracts and agreements that contain a variety of representations and warranties, which provide general indemnifications. The maximum exposure to the Fund under these arrangements is unknown, as this would involve future claims that may be made against the Fund that have not yet occurred. However, based on experience, the Fund expects the risks of loss to be remote. (2) INVESTMENT ADVISORY FEE: The investment advisory fee paid to Standish Mellon Asset Management Company LLC ("Standish Mellon"), a wholly-owned subsidiary of Mellon Financial Corporation, for overall investment advisory and administrative services, and general office facilities is paid monthly at the annual rate of 0.40% of the Fund's average daily net assets. Standish Mellon voluntarily agreed to limit the Service Class operating expenses (excluding brokerage commissions, taxes and extraordinary expenses) for the year ended December 31, 2003, so that the Service Class annual operating expenses do not exceed the total operating expenses of the Institutional Class (net of any expense limitation) for the comparable period plus 0.25% (the maximum Service Fee). Pursuant to this agreement, for the year ended December 31, 2003, Standish Mellon reimbursed the Service Class $11,300 for class specific operating expenses. This agreement is voluntary and temporary and may be discontinued or revised by Standish Mellon at any time. Effective January 28, 2003, the Institutional Class of the Fund began imposing a redemption fee of 2% of the net asset value of the shares, with certain exceptions, which are redeemed or exchanged less than 90 days from the day of their purchase. The redemption fee is paid directly to the Fund, and is designed to offset brokerage commissions, market impact, and other costs associated with short-term trading. The fee does not apply to shares that were acquired through reinvestment of distributions. For the period ended December 31, 2003, the Fund received $627 in redemption fees which is recorded in capital. No director, officer or employee of Standish Mellon or its affiliates receives any compensation from the Trust or the Fund for serving as an officer or Trustee of the Trust. The Trust pays each Trustee who is not a director, officer or employee of Standish Mellon or its affiliates an annual fee and a per meeting fee as well as reimbursement for travel and out of pocket expenses. In addition, the Trust pays the legal fees for the independent counsel of the Trustees. (3) SERVICE FEE: Pursuant to a service plan, the Service Class pays a service fee at an aggregate annual rate of up to 0.25% of the class' average daily net assets. The service fee is payable for the benefit of participants in the omnibus accounts that are 21 MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST STANDISH MELLON INTERNATIONAL FIXED INCOME FUND NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- shareholders in the Service Class and is intended to be compensation to Account Administrators for providing personal services and/or account maintenance services to participants in omnibus accounts that are the beneficial owners of Service Class shares. (4) PURCHASES AND SALES OF INVESTMENTS: Purchases and proceeds from sales of investments, other than short-term investments, for the year ended December 31, 2003 were as follows: PURCHASES SALES ----------------- ----------------- U.S. Government Securities $ 88,751,235 $109,713,919 ============ ============ Investments (non-U.S.Government Securities) $618,183,200 $646,371,652 ============ ============ (5) SHARES OF BENEFICIAL INTEREST: The Declaration of Trust permits the Trustees to issue an unlimited number of full and fractional shares of beneficial interest having a par value of one cent per share. Transactions in Fund shares were as follows: YEAR ENDED YEAR ENDED INSTITUTIONAL CLASS: DECEMBER 31, 2003 DECEMBER 31, 2002 -------------------------------------------------- ------------------ ------------------ Shares sold 11,910,779 6,633,795 Shares issued to shareholders in payment of distributions declared -- 431,803 Shares redeemed (12,510,470) (10,629,935) ----------- ----------- Net decrease (599,691) (3,564,337) =========== =========== YEAR ENDED YEAR ENDED SERVICE CLASS: DECEMBER 31, 2003 DECEMBER 31, 2002 -------------------------------------------------- ------------------ ------------------ Shares sold 52,864 129,719 Shares issued to shareholders in payment of distributions declared -- 3,477 Shares redeemed (182,602) (97,810) ----------- ---------- Net increase (decrease) (129,738) 35,386 =========== ========== (6) FEDERAL TAXES: As a regulated investment company qualified under Subchapter M of the Internal Revenue Code, the Fund is not subject to income taxes to the extent that it distributes all of its taxable income for its fiscal year. The tax basis components of distributable earnings and the federal tax cost as of December 31, 2003 was as follows: Unrealized appreciation $ 46,455,344 Unrealized depreciation (1,223,730) ------------ Net unrealized appreciation/depreciation 45,231,614 Accumulated losses (79,158,991) Cost basis of investments for federal income tax purposes $321,896,590 22 MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST STANDISH MELLON INTERNATIONAL FIXED INCOME FUND NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- At December 31, 2003, the Fund, for federal income tax purposes, has capital loss carryovers which will reduce the Fund's taxable income arising from net realized gain on investments, if any, to the extent permitted by the Internal Revenue Code and thus will reduce the amount of distributions to shareholders which would otherwise be necessary to relieve the Fund of any liability for federal income tax. Such capital loss carryovers are as follows: CAPITAL LOSS CARRY OVER EXPIRATION DATE ------------ --------------- $27,284,240 12/31/2007 19,786,516 12/31/2008 6,955,771 12/31/2009 6,588,065 12/31/2010 The fund elected to defer to its fiscal year ending December 31, 2004 $18,544,399 of losses recognized during the period November 1, 2003 to December 31, 2003. (7) FINANCIAL INSTRUMENTS: In general, the following instruments are used for hedging purposes as described below. However, these instruments may also be used to seek to enhance potential gain in circumstances where hedging is not involved. The nature, risks and objectives of these instruments are set forth more fully in the Fund's Prospectus and Statement of Additional Information. The Fund may trade the following instruments with off-balance sheet risk: OPTIONS Call and put options give the holder the right to purchase or sell a security or currency or enter into a swap arrangement on a future date at a specified price. The Fund may use options to seek to hedge against risks of market exposure and changes in securities prices and foreign currencies, as well as to seek to enhance returns. Writing puts and buying calls tend to increase the Fund's exposure to the underlying instrument. Buying puts and writing calls tend to decrease the Fund's exposure to the underlying instrument, or hedge other Fund investments. Options, both held and written by the Fund, are reflected in the accompanying Statement of Assets and Liabilities at market value. The underlying face amount at value of any open purchased options is shown in the Schedule of Investments. This amount reflects each contract's exposure to the underlying instrument at period end. Losses may arise from changes in the value of the underlying instruments, if there is an illiquid secondary market for the contract or if the counterparty does not perform under the contract's terms. Premiums received from writing options which expire are treated as realized gains. Premiums received from writing options which are exercised or are closed are added to or offset against the proceeds or amount paid on the transaction to determine the realized gain or loss. Realized gains and losses on purchased options are included in realized gains and losses on investment securities, except purchased options on foreign currency which are included in realized gains and losses on foreign currency transactions. If a put option written by the Fund is exercised, the premium reduces the cost basis of the securities purchased by the Fund. The Fund, as writer of an option, has no control over whether the underlying securities may be sold (call) or purchased (put) and as a result bears the market risk of an unfavorable change in the price of the security underlying the written option. Exchange traded options are valued at the last sale price, or if no sales are reported, the last bid price for purchased options and the last ask price for written options. Options traded over-the-counter are valued using prices supplied by the dealers. 23 MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST STANDISH MELLON INTERNATIONAL FIXED INCOME FUND NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- A summary of written put option transactions for the year ended December 31, 2003 is as follows: WRITTEN PUT OPTION TRANSACTIONS ---------------------------------- NUMBER OF CONTRACTS PREMIUMS ------------------- -------- Outstanding, beginning of period 1 $ 6,150 Options expired (1) (6,150) -- ------- Outstanding, end of period 0 $ -- == ======= At December 31, 2003, the Fund held no open written put option contracts. A summary of written call option transactions for the year ended December 31, 2003 is as follows: WRITTEN CALL OPTION TRANSACTIONS ----------------------------------- NUMBER OF CONTRACTS PREMIUMS ------------------- -------- Outstanding, beginning of period 1 $ 4,600 Options closed (1) $(4,600) -- ------- Outstanding, end of period 0 $ -- == ======= At December 31, 2003, the Fund held no open written call option contracts. A summary of written currency option transactions for the year ended December 31, 2003 is as follows: WRITTEN CURRENCY OPTION TRANSACTIONS --------------------------------------- NUMBER OF CONTRACTS PREMIUMS ------------------- -------- Outstanding, beginning of period 2 $ 108,650 Options written 13 659,958 Options expired (4) (173,965) Options closed (8) (409,774) -- --------- Outstanding, end of period 3 $ 184,869 == ========= At December 31, 2003, the Fund held the following written currency option contracts: SECURITY CONTRACTS VALUE --------------------------------------------------------------------------------------------------- USD Put/NZD Call, Strike Price 0.64, 04/12/2004 1 $231,154 USD Put/AUD Call, Strike Price 0.74, 04/12/2004 1 196,394 USD Put/CAD Call, Strike Price 1.25, 05/19/2004 1 56,832 -------- Total (premiums received $184,869) $484,380 ======== FORWARD CURRENCY EXCHANGE CONTRACTS The Fund may enter into forward foreign currency and cross currency exchange contracts for the purchase or sale of a specific foreign currency at a fixed price on a future date. Risks may arise upon entering these contracts from the potential inability of counterparties to meet the terms of their contracts and from unanticipated movements in the value of a foreign currency relative to the U.S. dollar and other foreign currencies. The forward foreign currency and cross currency exchange contracts are marked to market using the forward foreign currency rate of the underlying currency and any gains or losses are recorded for financial statement purposes as unrealized until the contract settlement date or upon the closing of the contract. Forward currency exchange contracts are used by the Fund primarily to protect the value of the Fund's foreign securities from adverse currency movements. Unrealized appreciation and depreciation of forward currency exchange contracts is included in the Statement of Assets and Liabilities. 24 MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST STANDISH MELLON INTERNATIONAL FIXED INCOME FUND NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- At December 31, 2003, the Fund held the following forward foreign currency contracts: FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS LOCAL PRINCIPAL CONTRACT MARKET AGGREGATE UNREALIZED CONTRACTS TO DELIVER AMOUNT VALUE DATE VALUE FACE AMOUNT LOSS -------------------------------------------------------------------------------------------------------------- Australian Dollar 12,030,000 03/17/2004 $ 8,960,002 $ 8,717,540 $ (242,462) British Pound Sterling 480,000 03/17/2004 851,999 829,930 (22,069) Canadian Dollar 2,000,000 03/17/2004 1,537,469 1,519,295 (18,174) Danish Krone 161,790,000 03/17/2004 27,274,018 26,332,580 (941,438) Euro 196,949,000 03/17/2004 247,327,914 240,744,824 (6,583,090) Singapore Dollar 23,795,000 03/17/2004 14,027,323 13,915,205 (112,118) South African Rand 2,900,000 01/27/2004 432,186 411,639 (20,547) Swedish Krona 136,270,000 03/17/2004 18,880,397 18,336,069 (544,328) ------------ ------------- ----------- TOTAL $319,291,308 $310,807,082 $(8,484,226) ============ ============= =========== FORWARD FOREIGN CROSS CURRENCY EXCHANGE CONTRACTS MARKET MARKET CONTRACT UNREALIZED CONTRACTS TO DELIVER VALUE IN EXCHANGE FOR VALUE VALUE DATE GAIN/(LOSS) --------------------------------------------------------------------------------------------------------- Euro $ 4,202,323 Swedish Krona $ 4,198,931 03/02/2004 $ (3,392) New Zealand Dollar 12,810,148 Australian Dollar 12,991,079 03/04/2004 180,931 ----------- ----------- -------- TOTAL $17,012,471 $17,190,010 $177,539 =========== =========== ======== FUTURES CONTRACTS The Fund may enter into financial futures contracts for the delayed sale or delivery of securities or contracts based on financial indices at a fixed price on a future date. Pursuant to the margin requirements, the Fund deposits either cash or securities in an amount equal to a certain percentage of the contract amount. Subsequent payments are made or received by the Fund each day, depending on the daily fluctuations in the value of the underlying security, and are recorded for financial statement purposes as unrealized gains or losses by the Fund. There are several risks in connection with the use of futures contracts as a hedging device. The change in value of futures contracts primarily corresponds with the value of their underlying instruments or indices, which may not correlate with changes in the value of hedged investments. Buying futures tends to increase the Fund's exposure to the underlying instrument, while selling futures tends to decrease the Fund's exposure to the underlying instrument or hedge other Fund investments. In addition, there is the risk that the Fund may not be able to enter into a closing transaction because of an illiquid secondary market. Losses may arise if there is an illiquid secondary market or if the counterparties do not perform under the contract's terms. The Fund enters into financial futures transactions primarily to manage its exposure to certain markets and to changes in securities prices and foreign currencies. Gains and losses are realized upon the expiration or closing of the futures contracts. Futures contracts are valued at the quoted daily settlement prices established by the exchange on which they trade. At December 31, 2003, the Fund held the following financials futures contracts: UNDERLYING FACE CONTRACT POSITION EXPIRATION DATE AMOUNT AT VALUE UNREALIZED LOSS ----------------------------------------------------------------------------------------------- U.S. 5 Year Note (111 Contracts) Short 11/26/2003 12,390,375 $(64,726) -------- 25 MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST STANDISH MELLON INTERNATIONAL FIXED INCOME FUND NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- INTEREST RATE SWAP CONTRACTS Interest rate swaps involve the exchange by the Fund with another party of their respective commitments to pay or receive interest, e.g., an exchange of floating rate payments for fixed rate payments with respect to a notional amount of principal. Credit and market risk exist with respect to these instruments. If forecasts of interest rates and other market factors are incorrect, investment performance will diminish compared to what performance would have been if these investment techniques were not used. Even if the forecasts are correct, there are risks that the positions may correlate imperfectly with the asset or liability being hedged, a liquid secondary market may not always exist, or a counterparty to a transaction may not perform. The Fund expects to enter into these transactions primarily for hedging purposes including, but not limited to, preserving a return or spread on a particular investment or portion of its portfolio, protecting against currency fluctuations, as a duration management technique or protecting against an increase in the price of securities the Fund anticipates purchasing at a later date. Interest rate swaps are marked to market daily based upon quotations from market makers and the change, if any, is recorded as unrealized gain or loss. Payments made or received are included as part of interest income. Gains and losses are realized upon the expiration or closing of the swap contracts. The Fund entered into no such transactions during the year ended December 31, 2003. (8) SECURITY LENDING: The Fund may lend its securities to financial institutions which the Fund deems to be creditworthy. The loans are collateralized at all times with cash or securities with a market value at least equal to the market value of the securities on loan. The market value of securities loaned is determined daily and any additional required collateral is allocated to the Fund on the next business day. For the duration of a loan, the Fund receives the equivalent of the interest or dividends paid by the issuer on the securities loaned and also receives compensation from the investment of the collateral. As with other extensions of credit, the Fund bears the risk of delay in recovery or even loss of rights in its securities on loan should the borrower of the securities fail financially or default on its obligations to the Fund. In the event of borrower default, the Fund generally has the right to use the collateral to offset losses incurred. The Fund may incur a loss in the event it was delayed or prevented from exercising its rights to dispose of the collateral. The Fund also bears the risk in the event that the interest and/or dividends received on invested collateral is not sufficient to meet the Fund's obligations due on the loans. The Fund loaned securities during the year ended December 31, 2003 resulting in security lending income. At December 31, 2003 the Fund had no securities on loan. 26 REPORT OF INDEPENDENT AUDITORS To the Trustees of Mellon Institutional Funds Investment Trust and the Shareholders of Standish Mellon International Fixed Income Fund: In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Mellon Institutional Funds Investment Trust: Standish Mellon International Fixed Income Fund (formerly, Standish International Fixed Income Fund) (the "Fund") at December 31, 2003, and the results of its operations, the changes in its net assets and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2003 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion. PricewaterhouseCoopers LLP Boston, Massachusetts February 20, 2004 27 TRUSTEES AND OFFICERS The following table lists the Trust's trustees and officers; their address and date of birth; their position with the Trust; the length of time holding that position with the Trust; their principal occupation(s) during the past five years; the number of portfolios in the fund complex they oversee; and other directorships they hold in companies subject to registration or reporting requirements of the Securities Exchange Act of 1934 (generally called "public companies") or in registered investment companies as of December 31, 2003. The Trust's Statement of Additional Information includes additional information about the Trust's trustees and is available, without charge, upon request by writing Mellon Institutional Funds at P.O. Box 8585, Boston, MA 02266-8585 or calling toll free 1-800-221-4795. The same persons serve as trustees and officers of the Portfolio Trust in the same capacities. INDEPENDENT TRUSTEES NUMBER OF PRINCIPAL PORTFOLIOS IN OTHER NAME, TERM OF OFFICE OCCUPATION(S) FUND COMPLEX DIRECTORSHIPS ADDRESS, AND POSITION(S) AND LENGTH OF DURING PAST OVERSEEN BY HELD BY DATE OF BIRTH HELD WITH TRUST TIME SERVED 5 YEARS TRUSTEE TRUSTEE - ------------------------------------------------------------------------------------------------------------------------------ Samuel C. Fleming Trustee Trustee since Chairman of the 28 None c/o Decision 11/3/1986 Board and Chief Resources, Inc. Executive Officer, 260 Charles Street Decision Resources, Waltham, MA 02453 Inc. 9/30/40 Caleb Loring III Trustee Trustee since Trustee, Essex 28 None c/o Essex Street 11/3/1986 Street Associates Associates (family investment 400 Essex Street trust office) Beverly, MA 01915 11/14/43 Benjamin M. Friedman Trustee Trustee since William Joseph 28 None c/o Harvard University 9/13/1989 Maier, Professor of Cambridge, MA 02138 Political Economy, 8/5/44 Harvard University John H. Hewitt Trustee Trustee since Trustee, Mertens 28 None P.O. Box 233 11/3/1986 House, Inc.Trustee New London, NH 03257 and Chairman of the 4/11/35 Board, Visiting Nurse Alliance of Vermont & New Hampshire. INTERESTED TRUSTEES NUMBER OF PRINCIPAL PORTFOLIOS IN OTHER NAME, TERM OF OFFICE OCCUPATION(S) FUND COMPLEX DIRECTORSHIPS ADDRESS, AND POSITION(S) AND LENGTH OF DURING PAST OVERSEEN BY HELD BY DATE OF BIRTH HELD WITH TRUST TIME SERVED 5 YEARS OFFICER OFFICER - ------------------------------------------------------------------------------------------------------------------------------ Patrick J. Sheppard Trustee, President Since 2003 Senior Vice 28 None c/o Standish Mellon Asset and Chief President and Chief Management Company LLC, Executive Officer Operating Officer, One Boston Place Mellon Institutional Boston, MA 02108 Asset Management; 7/24/65 formerly Vice President and Chief Financial Officer, Mellon Institutional Asset Management 28 PRINCIPAL OFFICERS WHO ARE NOT TRUSTEES NUMBER OF PRINCIPAL PORTFOLIOS IN OTHER NAME, TERM OF OFFICE OCCUPATION(S) FUND COMPLEX DIRECTORSHIPS ADDRESS, AND POSITION(S) AND LENGTH OF DURING PAST OVERSEEN BY HELD BY DATE OF BIRTH HELD WITH TRUST TIME SERVED 5 YEARS OFFICER OFFICER - ------------------------------------------------------------------------------------------------------------------------------ Barbara A. McCann Secretary Secretary since 2003 Senior Vice 28 None c/o Standish Mellon Asset President and Head Management, of Operations, One Boston Place Mellon Institutional Boston, MA 02108 Asset Management, 2/20/61 formerly First Vice President, Mellon Institutional Asset Management and Mellon Global Investments Steven M. Anderson Vice President and Vice President since Vice President and 28 None c/o Standish Mellon Asset Treasurer 1999; Treasurer Mutual Funds Management, since 2002 Controller, Standish One Boston Place Mellon Asset Boston, MA 02108 Management; formerly 7/14/65 Assistant Vice President and Mutual Funds Controller, Standish Mellon Asset Management Denise B. Kneeland Assistant Vice Since 1996 Vice President and 28 None c/o Standish Mellon Asset President Manager, Mutual Management, Funds Operations, One Boston Place Standish Mellon Boston, MA 02108 Asset Management 8/19/51 Lisa Kane Assistant Vice Since 1999 Vice President and 28 None c/o Standish Mellon Asset President Client Service Management, Professional, One Boston Place Standish Mellon Boston, MA 02108 Asset Management 6/25/70 Cara E. Hultgren, Assistant Vice Since 2001 Assistant Manager, 28 None c/o Standish Mellon Asset President Mutual Fund Management, Operations since One Boston Place 1999; Shareholder Boston, MA 02108 Representative, 1/19/71 Standish Mellon Asset Management Scott Simonds, Assistant Vice Since 2002 Compliance Analyst, 28 None c/o Standish Mellon Asset President Boston Partners; Management, Fund Accountant, One Boston Place Mellon Financial Boston, MA 02108 Corp. 8/17/60 A description of the policies and procedures that the fund uses to determine how to vote proxies relating to portfolio securities is available (i) without charge, upon request, by calling toll free 1-800-221-4795, (ii) on the fund's website at http://www.melloninstitutionalfunds.com, and (iii) on the Securities and Exchange Commission's website at http://www.sec.gov. 29 [Logo] Mellon -------------------------- Mellon Institutional Funds One Boston Place Boston, MA 02108-4408 800.221.4795 www.melloninstitutionalfunds.com Standish Mellon Fixed Income Fund Financial Statements for the Year Ended December 31, 2003 [Logo] Mellon -------------------------- Mellon Institutional Funds [Logo] Mellon -------------------------- Mellon Institutional Funds February 28, 2004 Dear Mellon Institutional Fund Shareholder: Enclosed you will find your Fund's annual report for the fiscal year ended December 31, 2003. In 2003 we experienced a return to risk-taking in the financial markets. It's worth recalling that for most of 2002, market sentiment was notably bearish, characterized by a flight to quality. Indeed, the first half of 2002 produced the worst six-month performance for the S&P 500 Index in more than 30 years, with a loss of almost 14%. In contrast, during 2003, the greatest gains were made by the stock market and the lowest-rated corporate debt. The S&P 500 gained 22%, while the Merrill Lynch C-Rated High Yield Index advanced 42%. In keeping with the risk-taking trend, small cap stocks, as measured by the Russell 2000 Index, advanced 45%. International stocks also have enjoyed a healthy rebound, advancing 17%, as measured by the MSCI EAFE Index. In comparison, intermediate U.S. Treasuries had a total return of just 2%, after providing a total return of 12% in 2002, as measured by the Lehman Treasury Index. The financial markets were reacting to the increasing strength of the economy. After several sluggish quarters, economic activity in the U.S. accelerated in the summer months and remains strong. The sources of strength include a) continuing monetary ease that has induced substantial mortgage refinancing and housing activity, b) Federal fiscal stimulus from large new tax cuts and sharp increases in defense spending, and c) a gradual improvement in business capital spending after many quarters of stagnation. Sluggish spots to date include inventory investment, state and local spending, net exports and employment, although some of these sectors show signs of much-awaited improvement. The renewal of economic strength has created a schizophrenic year for the bond markets. Until late June, the market's tone had been set by an expectation of continued sluggish growth. In June, the Fed made explicit its intent to keep short-term interest rates low for a "considerable period." But the Fed announcement was perceived as a disappointment by the market, which promptly caused a sharp summer selloff in bonds. In September, bonds recouped some of their losses, as market participants felt the selloff had been overdone. At its most recent meeting, the Fed edged closer to a less accommodative stance in dropping the "considerable period" language. Instead, the Fed said it "can be patient" in not raising rates until signs of inflation become evident. The yield curve remains very steep, influenced by the Fed at the short end, but with the intermediate maturities under pressure from the large volume of Treasury financing in that sector. With the recent bump in yields and inflation still relatively quiescent, real interest rates have increased to the lower end of what have been the historic norms. Mellon Funds Distributor, L.P. P.O. Box 51407 o Boston, MA 02205-1407 (800) 221-4795 Toll Free o (617) 350-0042 Fax A Mellon Financial Company. (SM) 1 Looking ahead, it is clear that there are some serious distortions and imbalances in world economies including structural problems in Japan and core Europe, the U.S. current account deficit, and the leverage in the consumer balance sheet. It is impossible to predict when these restraints might undermine economic activity, but the latter part of 2004 or the year 2005 could be a period of vulnerability when there will be a loss of incremental fiscal stimulus as well as the lagged effect of higher interest rates. Nevertheless, the near term economic outlook has brightened, business activity has some significant momentum which should carry over into 2004. The result should be favorable growth, especially in business investment. We expect inflation to remain modest and corporate profit growth to be reasonably strong. We wish to thank you for your business and confidence in Mellon Institutional Funds. Please feel free to contact us with questions or comments. Sincerely, /s/ Patrick J. Sheppard Patrick J. Sheppard Mellon Funds Distributor, L.P. P.O. Box 51407 o Boston, MA 02205-1407 (800) 221-4795 Toll Free o (617) 350-0042 Fax A Mellon Financial Company. (SM) 2 STANDISH MELLON FIXED INCOME FUND Management Discussion and Analysis December 2003 The market environment improved dramatically over the course of the year. As we began 2003, the war with Iraq, weak job growth and deflation concerns posed considerable risks to economic growth. However, second half GDP was boosted by prompt military action, tax cuts and another mortgage refinancing boom. By mid-year, a pick up in growth pushed interest rates higher. However, the Federal Reserve has tempered the upward pressure on bond yields by emphasizing their focus on inflation over growth. With core inflation dipping to 1.1% year-over-year, and job growth still sluggish, the Fed has little reason to raise interest rates in the near term. Over the past year, investment grade and high yield corporate bonds solidly outperformed other fixed income sectors. As the previous year's negative events faded from the headlines and corporate profits surged, credit spreads narrowed significantly. The relative performance of other sectors, especially mortgages and agencies, paled in comparison to corporate bonds. The mortgage market suffered amid sharp interest rate moves which resulted in significant hedging costs and diminished returns. The agency sector also suffered as Freddie Mac's accounting issues surfaced and regulatory oversight came under harsh scrutiny. The Fund's outperformance in 2003 was largely driven by the overweight in high yield and increased allocation to investment grade corporate bonds. Our underweight to agencies positively contributed to returns. A sizable reduction to the mortgage position around mid-year was well-timed as we avoided July's massive underperformance when interest rates backed up and durations extended sharply. Mortgage security selection was particularly positive in the beginning of the year as we favored lower coupon issues that benefited from very strong demand by banks. Looking ahead, the prospects for economic growth in 2004 appear quite good. Solid corporate profits should spur business spending and a weaker dollar should support higher export activity. Inventory rebuilding should also boost GDP in the first half. With strong productivity and lots of excess capacity, a low inflation environment should persist. In this environment, the Fed will likely hold interest rates unchanged for most of the year. The key investment themes are building the Fund's yield advantage and a bulleted intermediate curve position. Among the various spread sectors, we favor corporate bonds as we find the fundamental improvement of credit quality remains solidly in place. Given a steep yield curve, we are more heavily weighted toward intermediate bonds in the 2 to 5 year area. The Fund's overweight position in commercial mortgage and asset backed securities emphasizes our intermediate bias. The less-thanbenchmark weighting in mortgages also fits well with our yield curve strategy as amortizing assets are less attractive than bullet securities. Finally, the Fund has a 3 meaningful allocation to international bonds. As the recovery takes hold in the U.S., we expect European growth prospects will lag, especially with the strength of the euro. As a result, we look for the yield relationship between U.S. Treasuries and European bonds will shift in favor of the latter. As always, we look forward to serving you in the coming year. /s/ Catherine A. Powers Catherine A. Powers 4 - -------------------------------------------------------------------------------- Mellon Institutional Funds Investment Trust Standish Mellon Fixed Income Fund Comparison of Change in Value of $100,000 Investment in Standish Mellon Fixed Income Fund and Lehman Aggregate Index [The following data was represented as a line chart in the printed material]. Standish Mellon Fixed Income Lehman Aggregate Fund Index 100000 100000 98550 97258 97650 96878 98800 98211 98800 98135 98648 97610 96564 95532 98597 98935 99530 99727 100568 101086 1988 104222 104639 105758 105881 104963 104888 104639 104321 104098 103620 106208 106121 105931 105565 105986 105841 108310 108237 110120 110275 108988 108936 109158 109059 1989 110722 110628 110143 109817 110491 110298 112449 112610 115416 115569 118858 119088 121225 121620 119525 119818 120193 120431 122926 123400 123858 124576 124169 124910 1990 122898 123426 123215 123822 123533 123914 122753 122779 126133 126414 128082 128443 130407 130219 128746 128481 129211 129544 130570 131189 133423 134013 135597 136101 1991 137746 137783 139479 138960 139895 139916 141801 141431 142789 142258 142295 142186 144519 144158 147603 147277 151117 150262 153166 151935 154410 153328 159558 157881 1992 157122 155733 158872 156746 158047 155862 158900 156988 162775 159950 165876 162152 168639 165460 170534 167136 171561 169117 168022 166875 167780 166913 170546 169567 1993 174696 172819 179094 175844 180588 176576 182193 177806 182700 178032 186754 181259 188988 182284 193197 185479 193111 185989 195208 186684 193461 185095 195488 186099 1994 198708 188611 193832 185335 187668 180765 185420 179322 184858 179297 184132 178901 187467 182454 187753 182681 185371 179992 185274 179832 184887 179432 185951 180671 1995 189098 184247 193228 188627 194113 189784 197408 192436 204797 199882 205596 201348 206001 200898 208636 203323 210662 205301 213952 207971 217242 211087 220429 214050 1996 222326 215471 218533 211726 216952 210254 216204 209072 215776 208647 218770 211449 219638 212028 219746 211672 224413 215361 229478 220132 233993 223902 232499 221820 1997 233744 222500 234990 223053 232132 220581 235235 223883 237763 226000 240866 228682 247278 234849 245179 232846 249141 236280 251270 239707 252216 240811 254689 243236 1998 257505 246358 257261 246173 258978 247020 260345 248310 262581 250664 264412 252791 264791 253327 264159 257451 268471 263478 262448 262088 267702 263572 268060 264365 1999 270590 266253 266063 261604 268869 263056 271032 263890 268869 261577 267303 260742 265378 259634 264278 259502 266751 262514 265634 263482 266612 263464 266173 262193 2000 265886 261335 268757 264496 270774 267978 269170 267213 268878 267090 275471 272647 277992 275122 281402 279110 283490 280864 284092 282720 286502 287344 293361 292676 2001 301118 297460 302514 300052 302524 301557 301421 300305 303785 302120 303442 303259 310004 310039 313045 313592 312579 317244 318594 323884 315831 319418 314368 317388 2002 316859 319957 319184 323058 314541 317684 319253 323845 322451 326596 324802 329422 328042 333395 333157 339024 337766 344515 335010 342945 336043 342854 342303 349936 2003 343693 350235 348210 355083 348037 354809 351371 357737 357345 364407 356809 363683 346211 351456 347631 353789 356982 363154 354305 359769 355368 360629 360201 364299 ----------------------------- Average Annual Total Return (for period ended 12/31/2003) ----------------------------- Since Inception 1 Year 3 Year 5 Year 10 Year 03/30/1987 ------ ------ ------ ------- ---------- 5.24% 7.08% 6.09% 6.30% 7.95% ----------------------------- Must be preceded or accompanied by a prospectus which contains more complete information and should be read carefully before investing. Copyright 2003, Mellon Funds Distributor, L.P. Member, NASD. The investment return and principal value of an investment will fluctuate, and an investor's shares, when redeemed, may be worth more or less than their original cost. Past performance is not predictive of future performance. - -------------------------------------------------------------------------------- 5 MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST STANDISH MELLON FIXED INCOME FUND STATEMENT OF ASSETS AND LIABILITIES DECEMBER 31, 2003 - -------------------------------------------------------------------------------- ASSETS Investment in Standish Mellon Fixed Income Portfolio ("Portfolio"), at value (Note 1A) $611,008,440 Receivable for Fund shares sold 105,562 Miscellaneous receivable 7,482 Prepaid expenses 7,632 ------------ Total assets 611,129,116 LIABILITIES Payable for Fund shares redeemed $13,896,161 Distributions payable 1,413,934 Accrued accounting, custody and transfer agent fees 7,947 Accrued trustees' fees and expenses (Note 2) 500 Accrued expenses and other liabilities 21,237 ---------- Total liabilities 15,339,779 ------------ NET ASSETS $595,789,337 ============ NET ASSETS CONSIST OF: Paid-in capital $771,351,242 Accumulated net realized loss (199,024,204) Undistributed net investment income 2,677,342 Net unrealized appreciation 20,784,957 ------------ TOTAL NET ASSETS $595,789,337 ============ SHARES OF BENEFICIAL INTEREST OUTSTANDING 29,672,672 ============ NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE (Net Assets/Shares outstanding) $ 20.08 ============ The accompanying notes are an integral part of the financial statements. 6 MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST STANDISH MELLON FIXED INCOME FUND STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2003 - -------------------------------------------------------------------------------- INVESTMENT INCOME (NOTE 1B) Interest income allocated from Portfolio $32,729,566 Dividend income allocated from Portfolio 521,362 Expenses allocated from Portfolio (3,229,905) ----------- Net investment income allocated from Portfolio 30,021,023 EXPENSES Legal and audit services $ 89,294 Accounting, custody, and transfer agent fees 83,822 Registration fees 37,450 Insurance expense 2,971 Trustees' fees and expenses (Note 2) 2,000 Miscellaneous 41,865 ----------- Total expenses 257,402 Deduct: Reimbursement of Fund operating expenses (Note 2) (121,899) ----------- Net expenses 135,503 ----------- Net investment income 29,885,520 ----------- REALIZED AND UNREALIZED GAIN (LOSS) Net realized gain (loss) allocated from Portfolio on: Investment security transactions 28,286,895 Financial futures contracts (2,745,137) Written options transactions 948,501 Swap contracts 13,039 Foreign currency transactions and forward foreign currency exchange contracts (10,929,415) ----------- Net realized gain 15,573,883 Change in unrealized appreciation (depreciation) allocated from Portfolio on: Investment securities (5,590,479) Financial futures contracts 1,796,584 Written options (792,871) Swap contracts 98,436 Foreign currency and forward foreign currency exchange contracts (169,828) ----------- Change in net unrealized appreciation (depreciation) (4,658,158) ----------- Net realized and unrealized gain on investments 10,915,725 ----------- NET INCREASE IN NET ASSETS FROM OPERATIONS $40,801,245 =========== The accompanying notes are an integral part of the financial statements. 7 MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST STANDISH MELLON FIXED INCOME FUND STATEMENTS OF CHANGES IN NET ASSETS - -------------------------------------------------------------------------------- YEAR ENDED YEAR ENDED DECEMBER 31, 2003 DECEMBER 31, 2002 ----------------- ----------------- INCREASE (DECREASE) IN NET ASSETS FROM INVESTMENT OPERATIONS Net investment income $ 29,885,520 $ 53,285,875 Net realized gain 15,573,883 13,179,486 Change in net unrealized appreciation (depreciation) (4,658,158) 23,791,586 ------------- -------------- Net increase in net assets from investment operations 40,801,245 90,256,947 ------------- -------------- DISTRIBUTIONS TO SHAREHOLDERS (NOTE 1C) From net investment income (25,303,177) (48,646,406) ------------- -------------- Total distributions to shareholders (25,303,177) (48,646,406) ------------- -------------- FUND SHARE (PRINCIPAL) TRANSACTIONS (NOTE 4) Net proceeds from sale of shares 24,407,420 94,184,646 Value of shares issued to shareholders in payment of distributions declared 18,529,816 34,960,251 Cost of shares redeemed (403,886,019) (705,084,925) ------------- -------------- Net decrease in net assets from Fund share transactions (360,948,783) (575,940,028) ------------- -------------- TOTAL DECREASE IN NET ASSETS (345,450,715) (534,329,487) NET ASSETS At beginning of year 941,240,052 1,475,569,539 ------------- -------------- At end of year (including undistributed net investment income of $2,677,342 and $1,614,543) $ 595,789,337 $ 941,240,052 ============= ============== The accompanying notes are an integral part of the financial statements. 8 MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST STANDISH MELLON FIXED INCOME FUND FINANCIAL HIGHLIGHTS - -------------------------------------------------------------------------------- YEAR ENDED DECEMBER 31, ------------------------------------------------------ 2003 2002 2001(A) 2000 1999 -------- -------- ---------- ---------- ---------- NET ASSET VALUE, BEGINNING OF YEAR $ 19.70 $ 18.93 $ 18.92 $ 18.55 $ 20.13 -------- -------- ---------- ---------- ---------- FROM INVESTMENT OPERATIONS: Net investment income*(1) 0.75 0.93 1.22 1.35 1.34 Net realized and unrealized gain (loss) on investments 0.28 0.71 0.10 0.47 (1.47) -------- -------- ---------- ---------- ---------- Total from investment operations 1.03 1.64 1.32 1.82 (0.13) -------- -------- ---------- ---------- ---------- LESS DISTRIBUTIONS TO SHAREHOLDERS: From net investment income (0.65) (0.87) (1.31) (1.45) (1.42) From net realized gain on investments -- -- -- -- (0.03) -------- -------- ---------- ---------- ---------- Total distributions to shareholders (0.65) (0.87) (1.31) (1.45) (1.45) -------- -------- ---------- ---------- ---------- NET ASSET VALUE, END OF YEAR $ 20.08 $ 19.70 $ 18.93 $ 18.92 $ 18.55 ======== ======== ========== ========== ========== TOTAL RETURN+ 5.24% 8.89% 7.16% 10.21% (0.70)% RATIOS/SUPPLEMENTAL DATA: Expenses (to average daily net assets)* 0.42% 0.38% 0.38% 0.37% 0.36% Net Investment Income (to average daily net assets)* 3.76% 4.86% 6.35% 7.23% 6.85% Net Assets, End of Year (000's omitted) $595,789 $941,240 $1,475,570 $2,220,981 $2,910,545 - ----------------- * For the periods indicated, the investment advisor voluntarily agreed not to impose a portion of its investment advisory fee payable to the Portfolio and/or reimbursed the Fund for a portion of its operating expenses. If this voluntary action had not been taken, the investment income per share and ratios would have been: Net investment income per share(1) $ 0.73 $ 0.93 N/A N/A N/A Ratios (to average daily net assets): Expenses 0.45% 0.42% N/A N/A N/A Net investment income 3.73% 4.82% N/A N/A N/A (a) Through its investment in the Portfolio, the Fund has adopted the provisions of the revised AICPA Audit and Accounting Guide for Investment Companies effective January 1, 2001and began amortizing premium and discount on all debt securities on an effective yield basis. The effect of this change for the year ended December 31, 2001 was to decrease net investment income per share by $0.004, increase net realized and unrealized gains and losses per share by $0.004 and decrease the ratio of net investment income to average net assets from 6.37% to 6.35%. Per share data and ratios/supplemental data for periods prior to January 1, 2001 have not been restated to reflect this change in presentation. (1) Calculated based on average shares outstanding. + Total return would have been lower in the absense of the expense waivers. The accompanying notes are an integral part of the financial statements. 9 MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST STANDISH MELLON FIXED INCOME FUND NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- (1) SIGNIFICANT ACCOUNTING POLICIES: Mellon Institutional Funds Investment Trust (the "Trust") is organized as a Massachusetts business trust and is registered under the Investment Company Act of 1940, as amended, as an open-end, management investment company. Standish Mellon Fixed Income Fund (the "Fund") is a separate diversified investment series of the Trust. The objective of the Fund is to achieve a high level of current income, consistent with conserving principal and liquidity, and secondarily to seek capital appreciation when changes in interest rates and economic conditions indicate that capital appreciation may be available without significant risk to principal. The Fund seeks to achieve its objective by investing all of its investable assets in an interest of the Standish Mellon Fixed Income Portfolio (the "Portfolio"), a subtrust of Mellon Institutional Funds Master Portfolio (the "Portfolio Trust"), which is organized as a New York trust and which has the same investment objective as the Fund. The Portfolio seeks to achieve its objective by investing, under normal circumstances, at least 80% of net assets in fixed income securities issued by U.S. and foreign governments and companies. The value of the Fund's investment in the Portfolio reflects the Fund's proportionate interest in the net assets of the Portfolio (approximately 100% at December 31, 2003). The performance of the Fund is directly affected by the performance of the Portfolio. The financial statements of the Portfolio are included elsewhere in this report and should be read in conjunction with the Fund's financial statements. On June 21, 2003, by vote of the Trustees, the name of the Standish Fixed Income Fund was changed to Standish Mellon Fixed Income Fund. In addition, the Declaration of Trust was amended to change the name of the Trust from Standish, Ayer & Wood Investment Trust to Mellon Institutional Funds Investment Trust. The name changes became effective July 1, 2003. The following is a summary of significant accounting policies followed by the Fund in the preparation of its financial statements. The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates. A. INVESTMENT SECURITY VALUATIONS The Fund records its investment in the Portfolio at value. The method by which the Portfolio values its securities is discussed in Note 1A of the Portfolio's Notes to Financial Statements, which are included elsewhere in this report. B. SECURITIES TRANSACTIONS AND INCOME Securities transactions are recorded as of the trade date. Currently, the Fund's net investment income consists of the Fund's pro rata share of the net investment income of the Portfolio, less all actual and accrued expenses of the Fund determined in accordance with generally accepted accounting principles. All realized and unrealized gains and losses of the Portfolio are allocated pro rata among the investors in the Portfolio. The Fund does not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss from investments. C. DISTRIBUTIONS TO SHAREHOLDERS Distributions to shareholders are recorded on the ex-dividend date. Dividends from net investment income will be declared and distributed quarterly. The Fund's dividends from short-term and long-term capital gains, if any, after reduction of capital losses will be declared and distributed at least annually. In determining the amounts of its dividends, the Fund will take into account its share of the income, gains or losses, expenses, and any other tax items of the Portfolio. Dividends from net investment income and distributions from capital gains, if any, are reinvested in additional shares of the Fund unless a shareholder elects to receive them in cash. Income and capital gain distributions are determined in accordance with income tax regulations which may differ from generally accepted accounting principles. 10 MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST STANDISH MELLON FIXED INCOME FUND NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- These differences, which may result in distribution reclassifications, are primarily due to differing treatments for foreign currency transactions, options, futures, interest rate floor, capital loss carryforwards, losses deferred due to wash sales, paydown gains and losses, and amortization and/or accretion of premiums and discounts on certain securities. Permanent book and tax basis differences relating to shareholder distributions will result in reclassifications to undistributed net investment income, accumulated net realized gain (loss) and paid in capital. Undistributed net investment income and accumulated net realized gain (loss) on investments and foreign currency transactions may include temporary book and tax basis differences which will reverse in a subsequent period. Any taxable income or gain remaining at fiscal year end is distributed in the following year. D. EXPENSES The majority of expenses of the Trust are directly identifiable to an individual fund. Expenses which are not readily identifiable to a specific fund are allocated taking into consideration, among other things, the nature and type of expense and the relative size of the funds. E. COMMITMENTS AND CONTINGENCIES In the normal course of business, the Fund may enter into contracts and agreements that contain a variety of representations and warranties, which provide general indemnifications. The maximum exposure to the Fund under these arrangements is unknown, as this would involve future claims that may be made against the Fund that have not yet occurred. However, based on experience, the Fund expects the risks of loss to be remote. (2) INVESTMENT ADVISORY FEE: The Fund does not directly pay any investment advisory fees, but indirectly bears its pro rata share of the compensation paid by the Portfolio to Standish Mellon Asset Management Company LLC ("Standish Mellon"), a wholly-owned subsidiary of Mellon Financial Corporation, for such services. See Note 2 of the Portfolio's Notes to Financial Statements which are included elsewhere in this report. Standish Mellon voluntarily agreed to limit the total operating expenses of the Fund and its pro rata share of the Portfolio expenses (excluding brokerage commissions, taxes and extraordinary expenses) to 0.38% of the Fund's average daily net assets for the period from January 1, 2003 through June 30, 2003 and 0.50% for the period from July 1, 2003 through December 31, 2003. Pursuant to these agreements, for the year ended December 31, 2003, Standish Mellon voluntarily reimbursed the Fund for $121,899 of its operating expenses. This agreement is voluntary and temporary and may be discontinued or revised by Standish Mellon at any time. No director, officer or employee of Standish Mellon or its affiliates receives any compensation from the Trust or the Fund for serving as an officer or Trustee of the Trust. The Trust pays each Trustee who is not a director, officer or employee of Standish Mellon or its affiliates an annual fee and a per meeting fee as well as reimbursement for travel and out of pocket expenses. In addition, the Trust pays the legal fees for the independent counsel of the Trustees. (3) INVESTMENT TRANSACTIONS: Increases and decreases in the Fund's investment in the Portfolio for the year ended December 31, 2003, aggregated $24,345,488 and $398,371,443, respectively. 11 MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST STANDISH MELLON FIXED INCOME FUND NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- (4) SHARES OF BENEFICIAL INTEREST: The Declaration of Trust permits the Trustees to issue an unlimited number of full and fractional shares of beneficial interest having a par value of one cent per share. Transactions in Fund shares were as follows: YEAR ENDED YEAR ENDED DECEMBER 31, 2003 DECEMBER 31, 2002 -------------------- -------------------- Shares sold 1,222,331 4,867,816 Shares issued to shareholders in payment of distributions declared 928,677 1,827,424 Shares redeemed (20,268,022) (36,871,959) ----------- ----------- Net decrease (18,117,014) (30,176,719) =========== =========== At December 31, 2003, one shareholder held of record approximately 12% of the total outstanding shares of the Fund. Investment activity of this shareholder could have a material impact on the Fund. (5) FEDERAL TAXES: As a regulated investment company qualified under Subchapter M of the Internal Revenue Code, the Fund is not subject to income taxes to the extent that it distributes substantially all of its taxable income for its fiscal year. As of December 31, 2003, the components of distributable earnings on a tax basis were as follows: AMOUNT ------------- Undistributed ordinary income $ 2,751,000 Accumulated losses (198,011,405) At December 31, 2003, the Fund, for federal income tax purposes, has capital loss carryovers which will reduce the Fund's taxable income arising from net realized gain on investments, if any, to the extent permitted by the Internal Revenue Code and thus will reduce the amount of distributions to shareholders which would otherwise be necessary to relieve the Fund of any liability for federal income tax. Such capital loss carryovers are as follows: CAPITAL LOSS CARRY OVER EXPIRATION DATE ------------ --------------- $ 43,337,647 12/31/2007 118,614,149 12/31/2008 36,020,187 12/31/2009 The fund elected to defer to its fiscal year ending December 31, 2004 $39,422 of losses recognized during the period November 1, 2003 to December 31, 2003. The tax character of distributions paid during the fiscal year ended December 31, 2003, was as follows: Distributions paid from: Ordinary income $25,303,177 See corresponding master portfolio for tax basis unrealized appreciation/(depreciation) information. 12 REPORT OF INDEPENDENT AUDITORS To the Trustees of Mellon Institutional Funds Investment Trust and the Shareholders of Standish Mellon Fixed Income Fund: In our opinion, the accompanying statement of assets and liabilities and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Mellon Institutional Funds Trust: Standish Mellon Fixed Income Fund (formerly, Standish Fixed Income Fund) (the "Fund"), at December 31, 2003, and the results of its operations, the changes in its net assets and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included correspondence with the custodian, provide a reasonable basis for our opinion. PricewaterhouseCoopers LLP Boston, Massachusetts February 20, 2004 13 MELLON INSTITUTIONAL FUNDS MASTER PORTFOLIO STANDISH MELLON FIXED INCOME PORTFOLIO SCHEDULE OF INVESTMENTS - DECEMBER 31, 2003 - -------------------------------------------------------------------------------- PAR VALUE SECURITY RATE MATURITY VALUE (NOTE 1A) - -------------------------------------------------------------------------------------------------------------- BONDS AND NOTES -- 112.1% ASSET BACKED -- 21.5% Advanta Mortgage Loan Trust 1997-4 M1 7.040% 01/25/2029 USD 1,873,405 $1,893,841 Advanta Mortgage Loan Trust 1999-3 A4 7.750% 10/25/2026 1,460,978 1,532,543 American Express Credit Account Master Trust 2000-2B(a) 1.470% 09/17/2007 1,250,000 1,251,156 American Express Credit Account Master Trust 2003-4A(a) 1.690% 01/15/2009 7,875,000 7,725,788 Americredit Auto Receivables Trust 2001-1 A3 5.130% 11/06/2005 749,579 753,634 Americredit Auto Receivables Trust 2001-D A3(a) 1.470% 09/12/2006 2,325,048 2,326,466 ARG Funding Corp. 1999-1A A3 6.020% 05/20/2005 333,334 333,334 Bear Stearns Commercial Mortage Securities 2003-T12 A3 4.490% 08/13/2039 1,890,000 1,876,152 Capital Auto Receivables Asset Trust 2003-2 A3A 1.440% 02/15/2007 625,000 621,785 Capital One Master Trust 1999-1 A(a) 1.303% 07/16/2007 3,570,000 3,568,425 Capital One Multi-Asset Execution Trust 2003-B2 B2 3.500% 02/17/2009 725,000 728,125 Chase Credit Card Master Trust 2002-2 C(a) 2.020% 07/16/2007 2,985,000 2,998,175 Chase Funding Mortgage Loan Asset-Backed 2001-1 2A1(a) 1.381% 12/25/2030 2,989,212 2,989,515 Chase Funding Mortgage Loan Asset-Backed 2003-4 2A1(a) 1.239% 02/25/2021 9,431,416 9,426,530 Chase Manhattan Auto Owner Trust 2003-A A3 1.520% 05/15/2007 3,500,000 3,483,802 Citibank Credit Card Issuance Trust 2000-C1 7.450% 09/15/2007 3,250,000 3,514,705 Citibank Credit Card Issuance Trust 2001-C3 6.650% 05/15/2008 1,400,000 1,512,130 Citibank Credit Card Issuance Trust 2003-A2 A2 2.700% 01/15/2008 3,000,000 3,023,062 Citibank Credit Card Master Trust 1999-7 B 6.900% 11/15/2006 3,285,000 3,435,470 Citibank Credit Card Master Trust I 1997-6 B, PO(b) 0.766% 08/15/2006 4,500,000 4,449,324 Citifinancial Mortgage Securities, Inc. 2003-2 AV1(a) 1.219% 05/25/2033 1,924,536 1,923,959 Daimler Chrysler Auto Trust 2001-C A3 4.210% 07/06/2005 7,788,849 7,818,395 Daimler Chrysler Auto Trust 2003-A A4 2.880% 10/08/2009 500,000 503,149 Daimler Chrysler Auto Trust 2003-B A4 2.860% 03/09/2009 1,675,000 1,673,953 First USA Credit Card Master Trust 1997-7 B(a) 1.666% 05/17/2007 9,430,000 9,436,955 Golden State Tobacco Securitization Corp. 5.000% 06/01/2021 2,195,000 2,182,269 Granite Mortgages PLC 2003-3 1A1(a) 1.236% 01/20/2019 7,000,000 7,000,000 Green Tree Home Equity Loan Trust 1999-A A1B(a) 1.443% 02/15/2029 2,270,162 2,270,856 Harley-Davidson Motorcycle Trust 2001-3 B 3.720% 10/15/2009 2,322,208 2,357,734 Honda Auto Receivables Owner Trust 2003-1 A3 1.920% 11/20/2006 4,635,000 4,649,145 Honda Auto Receivables Owner Trust 2003-4 A3 2.190% 05/15/2007 1,000,000 1,001,457 Honda Auto Receivables Owner Trust 2003-5 A3 2.300% 10/18/2007 1,790,000 1,795,012 MBNA Credit Card Master Note Trust 2002-A1 A1 4.950% 06/15/2009 2,500,000 2,664,355 MBNA Master Credit Card Trust 1997-J A(a) 1.283% 02/15/2007 3,250,000 3,250,755 MBNA Master Credit Card Trust 1999-C C(a) 1.963% 05/17/2004 1,120,000 1,121,302 MBNA Master Credit Card Trust 2000-A C 7.900% 07/16/2007 2,145,000 2,268,002 The accompanying notes are an integral part of the financial statements. 14 MELLON INSTITUTIONAL FUNDS MASTER PORTFOLIO STANDISH MELLON FIXED INCOME PORTFOLIO SCHEDULE OF INVESTMENTS - DECEMBER 31, 2003 - -------------------------------------------------------------------------------- PAR VALUE SECURITY RATE MATURITY VALUE (NOTE 1A) - -------------------------------------------------------------------------------------------------------------- ASSET BACKED (CONTINUED) MBNA Master Credit Card Trust 2000-C C(a) 1.920% 07/15/2007 USD 4,400,000 $ 4,393,812 Nissan Auto Receivables Owner Trust 2003-C A4 2.700% 12/17/2007 2,525,000 2,533,285 Nissan Auto Receivables Owner Trust 2003-C A5 3.210% 03/16/2009 600,000 603,234 Residential Asset Mortgage Products, Inc. 2003-RS1 AI1(a) 1.301% 01/25/2019 890,272 890,249 Residential Asset Securities Corp. 2003-KS11 AI1(a) 1.333% 11/25/2021 3,175,000 3,175,000 SLMA Student Loan Trust 2003-6 A1(a) 1.170% 06/16/2008 2,493,957 2,493,957 Vanderbilt Mortgage Finance 1999-A 1A6 6.750% 03/07/2029 1,110,000 1,090,789 Whole Auto Loan Trust 2003-1 A2A 1.400% 04/15/2006 7,000,000 7,001,709 ------------ Total Asset Backed (Cost $131,424,361) 131,543,295 ------------ COLLATERALIZED MORTGAGE OBLIGATIONS -- 5.7% Bear Stearns Mortgage 1998-2 B 6.750% 04/30/2030 505,131 503,868 Calwest Industrial Trust 2002-CALW A 144A 6.127% 02/15/2017 3,620,000 3,963,176 FNMA Grantor Trust 2001-T6 B 6.088% 05/25/2011 3,983,000 4,389,321 FNMA Grantor Trust 2002-T11 A 4.769% 04/25/2012 1,538,279 1,608,385 FNMA Grantor Trust 2002-T3 A 5.139% 12/25/2011 6,492,917 6,872,201 GNMA 2003-48 AC 2.712% 02/16/2020 3,007,289 2,974,559 GNMA 2003-72 A 3.206% 04/16/2018 2,574,305 2,584,062 GNMA 2003-88 AC 2.914% 06/16/2018 1,836,105 1,822,219 GNMA 2003-96 B 3 3.607% 08/16/2018 615,000 620,024 Merrill Lynch Mortgage Investors, Inc. 1996-C2 B 6.960% 11/21/2028 1,035,000 1,129,431 Merrill Lynch Mortgage Investors, Inc. 1996-C2 D Non-ERISA 6.960% 11/21/2028 1,180,000 1,287,853 Permanent Financing PLC 2 1C Step Up(a) 2.421% 06/10/2042 3,000,000 3,001,410 Permanent Financing PLC 3 1A NCL(a) 1.080% 12/10/2004 3,400,000 3,400,000 Prudential Home Mortgage 1993-B 3B 144A(a) 7.500% 04/28/2023 222,113 222,946 Vendee Mortgage Trust 2003-1 A 5.750% 09/15/2012 286,774 288,937 ------------ Total Collateralized Mortgage Obligations (Cost $34,418,291) 34,668,392 ------------ CORPORATE -- 30.2% BANKING -- 3.9% Amsouth Bank NA 4.850% 04/01/2013 1,100,000 1,092,243 Bank of America Corp. 5.250% 12/01/2015 1,800,000 1,795,471 Bank of America Corp. 7.400% 01/15/2011 2,100,000 2,462,943 BankBoston NA 6.375% 04/15/2008 583,000 646,826 BB&T Corp. 4.750% 10/01/2012 1,000,000 994,771 Chevy Chase Bank Sub Notes 6.875% 12/01/2013 1,030,000 1,055,750 CS First Boston (USA), Inc. 5.500% 08/15/2013 1,075,000 1,107,804 First Union National Bank Sub Notes 7.800% 08/18/2010 3,125,000 3,770,222 FleetBoston Corp. 6.500% 03/15/2008 1,500,000 1,667,682 National City Bank 6.200% 12/15/2011 1,300,000 1,417,812 National City Corp. 6.875% 05/15/2019 675,000 779,173 Union Planters Corp. 4.375% 12/01/2010 525,000 522,841 Union Planters Corp. 7.750% 03/01/2011 1,965,000 2,318,101 The accompanying notes are an integral part of the financial statements. 15 MELLON INSTITUTIONAL FUNDS MASTER PORTFOLIO STANDISH MELLON FIXED INCOME PORTFOLIO SCHEDULE OF INVESTMENTS - DECEMBER 31, 2003 - -------------------------------------------------------------------------------- PAR VALUE SECURITY RATE MATURITY VALUE (NOTE 1A) - -------------------------------------------------------------------------------------------------------------- BANKING (CONTINUED) US Bank NA 2.850% 11/15/2006 USD 1,430,000 $ 1,436,918 Wells Fargo & Co. 5.000% 11/15/2014 2,935,000 2,922,371 ----------- 23,990,928 ----------- BASIC INDUSTRY -- 1.7% Cabot Corp. 5.250% 09/01/2013 900,000 892,345 General Electric Co. 5.000% 02/01/2013 2,205,000 2,229,994 ICI Wilmington, Inc. 4.375% 12/01/2008 1,700,000 1,693,610 International Paper Co. 5.300% 04/01/2015 675,000 659,867 International Paper Co. 6.750% 09/01/2011 600,000 667,064 Nalco Co. 144A Senior Notes 7.750% 11/15/2011 200,000 214,000 Occidental Petroleum Senior Notes 8.450% 02/15/2029 370,000 485,041 RPM International, Inc. 144A 6.250% 12/15/2013 450,000 456,282 Sealed Air Corp. 144A 5.625% 07/15/2013 570,000 583,276 Tosco Corp. 7.250% 01/01/2007 1,415,000 1,585,468 Tosco Corp. 7.800% 01/01/2027 201,000 243,792 Tosco Corp. 8.125% 02/15/2030 450,000 573,858 Westvaco Corp. 8.200% 01/15/2030 341,000 399,792 ----------- 10,684,389 ----------- CAPITAL GOODS -- 1.7% Allied Waste Industries 144A Notes 7.625% 01/01/2006 3,000,000 3,157,500 American Standard, Inc. 7.375% 02/01/2008 500,000 552,500 Lockheed Martin Corp. 8.200% 12/01/2009 490,000 595,033 Lockheed Martin Corp. 8.500% 12/01/2029 870,000 1,140,025 Northrop Grumman Corp. 7.125% 02/15/2011 545,000 630,340 Northrop Grumman Corp. 7.750% 02/15/2031 760,000 924,158 Raytheon Co. 5.500% 11/15/2012 755,000 765,917 Raytheon Co. 6.750% 08/15/2007 850,000 941,738 SPX Corp. Senior Notes 6.250% 06/15/2011 230,000 236,325 SPX Corp. Senior Notes 7.500% 01/01/2013 1,225,000 1,332,187 ----------- 10,275,723 ----------- COMMUNICATIONS -- 1.9% AOL Time Warner, Inc. 7.700% 05/01/2032 1,485,000 1,733,152 AT&T Wireless Services, Inc. 8.125% 05/01/2012 1,360,000 1,599,293 AT&T Wireless Services, Inc. Senior Notes 8.750% 03/01/2031 555,000 684,775 Comcast Corp. 5.500% 03/15/2011 1,635,000 1,699,455 Comcast Corp. 8.375% 11/01/2005 350,000 385,731 Sprint Capital Corp. 8.375% 03/15/2012 2,425,000 2,831,915 Verizon Global Funding Corp. 4.375% 06/01/2013 2,050,000 1,936,617 Verizon Global Funding Corp. 7.750% 06/15/2032 575,000 675,868 ----------- 11,546,806 ----------- CONSUMER CYCLICAL -- 4.3% Coast Hotels & Casino, Inc. 9.500% 04/01/2009 665,000 703,237 Cox Communications, Inc. 7.750% 11/01/2010 1,875,000 2,233,612 Daimler Chrysler NA Holding 8.500% 01/18/2031 325,000 388,305 Echostar DBS Corp. 144A Senior Notes 5.750% 10/01/2008 1,160,000 1,173,050 The accompanying notes are an integral part of the financial statements. 16 MELLON INSTITUTIONAL FUNDS MASTER PORTFOLIO STANDISH MELLON FIXED INCOME PORTFOLIO SCHEDULE OF INVESTMENTS - DECEMBER 31, 2003 - -------------------------------------------------------------------------------- PAR VALUE SECURITY RATE MATURITY VALUE (NOTE 1A) - -------------------------------------------------------------------------------------------------------------- CONSUMER CYCLICAL (CONTINUED) Echostar DBS Corp. Senior Notes 10.375% 10/01/2007 USD 1,750,000 $ 1,918,437 ERAC USA Finance Co. 144A 8.250% 05/01/2005 1,950,000 2,103,295 Horseshoe Gaming Holding Corp. 8.625% 05/15/2009 495,000 522,844 International Flavors & Fragrance 6.450% 05/15/2006 950,000 1,031,766 Lear Corp. 8.110% 05/15/2009 2,255,000 2,652,444 Liberty Media Corp. 3.500% 09/25/2006 1,800,000 1,808,995 Liberty Media Corp. 5.700% 05/15/2013 1,900,000 1,921,403 MGM Mirage, Inc. 6.950% 02/01/2005 720,000 748,800 Mohegan Tribal Gaming Authority Senior Notes 8.375% 07/01/2011 1,035,000 1,128,150 Mohegan Tribal Gaming Authority Senior Sub Notes 6.375% 07/15/2009 965,000 996,362 Mohegan Tribal Gaming Authority Senior Sub Notes 8.125% 01/01/2006 1,355,000 1,460,012 Moore North America Finance, Inc. 144A Senior Notes 7.875% 01/15/2011 350,000 396,375 News America, Inc. Deb Notes 144A 7.625% 11/30/2028 910,000 1,054,103 Park Place Entertainment 8.875% 09/15/2008 900,000 1,019,250 TCI Communications, Inc. 7.875% 02/15/2026 825,000 964,557 Univision Communications, Inc. 7.850% 07/15/2011 1,617,000 1,922,353 ----------- 26,147,350 ----------- CONSUMER NONCYCLICAL -- 3.2% Altria Group, Inc. 7.000% 11/04/2013 1,000,000 1,066,795 Apogent Technologies, Inc. Senior Sub Notes 6.500% 05/15/2013 315,000 328,387 Aramark Services, Inc. 7.000% 07/15/2006 2,290,000 2,491,151 Aramark Services, Inc. 7.000% 05/01/2007 2,225,000 2,446,428 Archer-Daniels-Midland 5.935% 10/01/2032 1,100,000 1,105,180 Ball Corp. 6.875% 12/15/2012 740,000 773,300 Ball Corp. 7.750% 08/01/2006 200,000 215,000 HJ Heinz Finance Co. 6.750% 03/15/2032 850,000 948,586 Kroger Co. 7.250% 06/01/2009 600,000 683,529 Kroger Co. Senior Notes 8.000% 09/15/2029 955,000 1,146,288 Laboratory Corp. of America Holdings 5.500% 02/01/2013 1,495,000 1,543,410 Safeway, Inc. 6.150% 03/01/2006 1,470,000 1,572,885 Tricon Global Restaurant, Inc. Senior Notes 7.650% 05/15/2008 275,000 312,125 Tricon Global Restaurant, Inc. Senior Notes 8.875% 04/15/2011 2,783,000 3,374,387 Weyerhaeuser Co. 7.250% 07/01/2013 1,165,000 1,299,517 ----------- 19,306,968 ----------- ELECTRIC -- 0.9% Dominion Resources, Inc. 5.250% 08/01/2033 845,000 836,812 Dominion Resources, Inc. Senior Notes 5.700% 09/17/2012 1,025,000 1,079,972 Niagara Mohawk Power 7.625% 10/01/2005 593,536 643,905 Niagara Mohawk Power Senior Notes 7.750% 10/01/2008 1,000,000 1,160,482 Pepco Holdings, Inc. 5.500% 08/15/2007 1,400,000 1,497,598 ----------- 5,218,769 ----------- ENERGY -- 1.7% Amerada Hess Corp. 7.300% 08/15/2031 290,000 299,453 The accompanying notes are an integral part of the financial statements. 17 MELLON INSTITUTIONAL FUNDS MASTER PORTFOLIO STANDISH MELLON FIXED INCOME PORTFOLIO SCHEDULE OF INVESTMENTS - DECEMBER 31, 2003 - -------------------------------------------------------------------------------- PAR VALUE SECURITY RATE MATURITY VALUE (NOTE 1A) - -------------------------------------------------------------------------------------------------------------- ENERGY (CONTINUED) CenterPoint Energy, Inc. 7.750% 02/15/2011 USD 600,000 $ 674,940 CenterPoint Energy, Inc. 144A 7.875% 04/01/2013 1,200,000 1,358,516 Consumers Energy Co. 6.250% 09/15/2006 1,125,000 1,214,730 Consumers Energy Co. 144A 5.375% 04/15/2013 1,495,000 1,501,914 FirstEnergy Corp. Series B 6.450% 11/15/2011 1,110,000 1,150,457 Halliburton Co. 144A 5.500% 10/15/2010 705,000 737,301 Progress Energy, Inc. 7.000% 10/30/2031 600,000 642,172 Waste Management, Inc. 6.875% 05/15/2009 1,020,000 1,140,138 Waste Management, Inc. 7.375% 05/15/2029 50,000 56,274 Waste Management, Inc. Senior Notes 7.000% 07/15/2028 1,400,000 1,506,855 XTO Energy, Inc. 6.250% 04/15/2013 380,000 399,950 ----------- 10,682,700 ----------- FINANCIAL -- 7.8% Allstate Corp. Senior Notes 6.125% 12/15/2032 733,000 753,745 Archstone-Smith Trust REIT 5.000% 08/15/2007 850,000 891,864 ASIF Global Financing XVIII 144A 3.850% 11/26/2007 1,695,000 1,722,905 Bear Stearns Co., Inc. 4.500% 10/28/2010 905,000 910,307 Boeing Capital Corp. 4.750% 08/25/2008 350,000 361,066 Boston Properties, Inc. 5.625% 04/15/2015 675,000 674,561 Citigroup, Inc. Sub Notes 5.625% 08/27/2012 2,155,000 2,274,909 City National Corp. Senior Notes 144A 5.125% 02/15/2013 1,515,000 1,498,218 Devon Financing Corp. 7.875% 09/30/2031 874,000 1,044,082 Duke Realty Corp. REIT Senior Notes 7.750% 11/15/2009 915,000 1,076,807 Duke Realty Investments REIT Senior Notes 6.950% 03/15/2011 25,000 28,158 Duke Realty LP REIT 5.875% 08/15/2012 1,150,000 1,222,008 EOP Operating LP Senior Notes 7.000% 07/15/2011 1,100,000 1,241,253 Ford Motor Credit Co. 6.500% 01/25/2007 2,635,000 2,806,865 Ford Motor Credit Co. 7.200% 06/15/2007 2,290,000 2,486,239 General Electric Capital Corp. 6.000% 06/15/2012 1,755,000 1,903,215 General Motors Acceptance Corp. 6.150% 04/05/2007 3,150,000 3,376,041 General Motors Acceptance Corp. 8.000% 11/01/2031 1,235,000 1,386,864 Goldman Sachs Group, Inc. 5.700% 09/01/2012 750,000 788,214 Healthcare Realty Trust Senior Notes 8.125% 05/01/2011 1,090,000 1,248,204 Household Finance Corp. 6.375% 10/15/2011 2,078,000 2,288,260 Household Finance Corp. 6.400% 06/17/2008 335,000 371,418 Jefferies Group, Inc. Senior Notes 7.750% 03/15/2012 1,920,000 2,147,875 JP Morgan Chase & Co. Sub Notes 5.750% 01/02/2013 1,485,000 1,565,915 Leucadia National Corp. 144A Senior Notes 7.000% 08/15/2013 590,000 590,000 MassMutual Global Funding II 144A 3.800% 04/15/2009 650,000 651,929 Morgan Stanley Dean Witter 6.600% 04/01/2012 2,060,000 2,300,688 Pacific Life Corp. 6.600% 09/15/2033 1,010,000 1,066,646 Simon Property Group LP 6.375% 11/15/2007 1,400,000 1,543,930 SLM Corp. MTN 5.000% 10/01/2013 2,600,000 2,583,441 Travelers Property Casualty Corp. Senior Notes 5.000% 03/15/2013 1,140,000 1,140,749 Washington Mutual, Inc. 7.500% 08/15/2006 1,600,000 1,787,427 Zions Bancorp 6.000% 09/15/2015 1,795,000 1,882,063 ----------- 47,615,866 ----------- The accompanying notes are an integral part of the financial statements. 18 MELLON INSTITUTIONAL FUNDS MASTER PORTFOLIO STANDISH MELLON FIXED INCOME PORTFOLIO SCHEDULE OF INVESTMENTS - DECEMBER 31, 2003 - -------------------------------------------------------------------------------- PAR VALUE SECURITY RATE MATURITY VALUE (NOTE 1A) - -------------------------------------------------------------------------------------------------------------- HEALTH CARE -- 0.3% Schering-Plough Corp. 5.300% 12/01/2013 USD 940,000 $ 956,402 Wyeth Corp. 6.450% 02/01/2024 325,000 333,062 Wyeth Corp. 6.500% 02/01/2034 275,000 281,195 ------------ 1,570,659 ------------ PUBLIC UTILITY -- 1.3% AES Corp. 144A 10.000% 07/15/2005 807,691 821,825 Appalachian Power Co. 5.950% 05/15/2033 450,000 432,855 Keyspan Corp. Senior Notes 8.000% 11/15/2030 635,000 812,295 NiSource Finance Corp. 7.625% 11/15/2005 440,000 480,699 NiSource Finance Corp. 7.875% 11/15/2010 1,450,000 1,724,617 Northern States Power Co. 8.000% 08/28/2012 415,000 505,981 Public Service Co. of CO 4.375% 10/01/2008 930,000 954,213 Southern Natural Gas Co. 6.700% 10/01/2007 1,910,000 1,981,625 ------------ 7,714,110 ------------ TECHNOLOGY -- 0.3% L-3 Communications Corp. 144A Senior Sub Notes 7.625% 06/15/2012 1,450,000 1,571,437 ------------ TRANSPORTATION -- 1.0% CSX Corp. 6.250% 10/15/2008 865,000 947,986 Norfolk Southern Corp. 7.050% 05/01/2037 1,500,000 1,682,727 Norfolk Southern Corp. Senior Notes 7.250% 02/15/2031 670,000 758,717 Union Pacific Corp. 3.625% 06/01/2010 1,645,000 1,575,935 Union Pacific Corp. 3.875% 02/15/2009 1,400,000 1,389,668 ------------ 6,355,033 ------------ UTILITIES -- 0.2% TXU Corp. Series C 6.375% 01/01/2008 1,105,000 1,163,013 ------------ Total Corporate (Cost $177,487,406) 183,843,751 ------------ MUNICIPAL OBLIGATIONS -- 1.0% Illinois State 5.100% 06/01/2033 4,220,000 3,880,163 New York NY NCL 5.250% 06/01/2013 1,100,000 1,204,555 New York NY NCL 5.500% 08/01/2012 1,030,000 1,148,553 ------------ Total Municipal Obligations (Cost $6,599,045) 6,233,271 ------------ SOVEREIGN BONDS -- 3.0% Province of Ontario 4.200% 06/30/2005 1,505,000 1,554,469 Republic of Brazil 11.000% 08/17/2040 1,165,000 1,281,500 Republic of Brazil 12.000% 04/15/2010 2,335,000 2,802,000 Republic of Bulgaria 144A 8.250% 01/15/2015 835,000 979,038 Republic of El Salvador 8.500% 07/25/2011 870,000 959,175 Republic of South Africa 8.500% 06/23/2017 818,000 973,420 Republic of South Africa 9.125% 05/19/2009 850,000 1,022,125 Russian Federation 8.250% 03/31/2010 955,000 1,067,213 State of Qatar 144A 9.750% 06/15/2030 565,000 791,000 Ukraine Government Senior Notes 11.000% 03/15/2007 1,666,017 1,853,444 The accompanying notes are an integral part of the financial statements. 19 MELLON INSTITUTIONAL FUNDS MASTER PORTFOLIO STANDISH MELLON FIXED INCOME PORTFOLIO SCHEDULE OF INVESTMENTS - DECEMBER 31, 2003 - -------------------------------------------------------------------------------- PAR VALUE SECURITY RATE MATURITY VALUE (NOTE 1A) - -------------------------------------------------------------------------------------------------------------- SOVEREIGN BONDS (CONTINUED) United Mexican States 6.375% 01/16/2013 USD 750,000 $ 778,125 United Mexican States 6.625% 03/03/2015 2,260,000 2,339,100 United Mexican States 8.300% 08/15/2031 1,370,000 1,537,825 ----------- Total Sovereign Bonds (Cost $17,371,657) 17,938,434 ----------- YANKEE BONDS -- 8.4% Abbey National PLC 7.950% 10/26/2029 723,000 897,641 Abitibi-Consolidated, Inc. 8.850% 08/01/2030 1,410,000 1,524,247 Amvescap Senior Notes 144A 6.600% 05/15/2005 1,440,000 1,524,528 British Sky Broadcasting 8.200% 07/15/2009 4,755,000 5,660,870 British Sky Broadcasting 6.875% 02/23/2009 115,000 129,087 British Telecom PLC 8.875% 12/15/2030 457,000 597,575 Carnival Corp. 6.650% 01/15/2028 1,860,000 1,909,681 Celulosa Arauco Constitution 5.125% 07/09/2013 935,000 914,710 ChevronTexaco Capital Co. 3.500% 09/17/2007 3,120,000 3,177,645 Deutsche Telekom 8.500% 06/15/2010 1,100,000 1,330,028 Deutsche Telekom 8.750% 06/15/2030 1,215,000 1,552,075 Domtar, Inc. 5.375% 12/01/2013 375,000 371,070 Domtar, Inc. 7.875% 10/15/2011 935,000 1,102,636 Donohue Forest Products 7.625% 05/15/2007 1,560,000 1,629,886 Eircom Funding Senior Sub Notes 8.250% 08/15/2013 215,000 238,113 Financement Quebec 5.000% 10/25/2012 2,765,000 2,843,529 HBOS PLC 144A Sub Notes(a) 5.375% 12/31/2049 1,200,000 1,196,326 Hutchison Whampoa Ltd. 144A 5.450% 11/24/2010 1,160,000 1,176,596 International Telecom Satellite Ltd. 144A 6.500% 11/01/2013 475,000 495,612 Koninklijke KPN NV 8.000% 10/01/2010 950,000 1,136,454 Nordea Bank Sweden AB 144A 5.250% 11/30/2012 2,760,000 2,816,293 Rio Tinto Finance USA Ltd. 2.625% 09/30/2008 3,330,000 3,176,464 Rogers Cable, Inc. 6.250% 06/15/2013 550,000 554,125 Royal Caribbean Cruises Senior Notes 8.750% 02/02/2011 3,335,000 3,768,550 St. George Bank Ltd. 144A 5.300% 10/15/2015 890,000 890,699 Teck Cominico Ltd. 7.000% 09/15/2012 1,465,000 1,608,374 Telecom Italia Capital 144A 4.000% 11/15/2008 2,700,000 2,717,091 Telus Corp. 8.000% 06/01/2011 1,590,000 1,859,166 Tyco International Group SA 6.125% 11/01/2008 1,895,000 2,027,650 Tyco International Group SA 6.750% 02/15/2011 975,000 1,065,188 Tyco International Group SA 144A Senior Notes 6.000% 11/15/2013 575,000 592,250 Tyco International Group SA NCL 6.375% 06/15/2005 750,000 789,375 UPM-Kymmene Corp. Senior Notes 5.625% 12/01/2014 580,000 591,909 Videotron 144A Senior Notes 6.875% 01/15/2014 180,000 185,850 ----------- Total Yankee Bonds (Cost $49,507,930) 52,051,293 ----------- NON-AGENCY -- 3.4% PASS THRU SECURITIES -- 3.4% DLJ Commercial Mortgage Corp. 1998-CF2 B1(a) 7.058% 11/12/2031 2,350,000 2,617,993 First Chicago/Lennar Trust 1997-CHL1-D(a) 7.987% 04/29/2039 7,610,000 7,613,567 GMAC Commercial Mortgage Securities, Inc. 1996-C1 F Non-ERISA 7.860% 11/15/2006 2,375,000 2,529,356 The accompanying notes are an integral part of the financial statements. 20 MELLON INSTITUTIONAL FUNDS MASTER PORTFOLIO STANDISH MELLON FIXED INCOME PORTFOLIO SCHEDULE OF INVESTMENTS - DECEMBER 31, 2003 - -------------------------------------------------------------------------------- PAR VALUE SECURITY RATE MATURITY VALUE (NOTE 1A) - -------------------------------------------------------------------------------------------------------------- PASS THRU SECURITIES (CONTINUED) JP Morgan Commercial Mortgage Finance Corp. 1997-C5 A3 7.088% 09/15/2029 USD 1,385,000 $ 1,529,179 Morgan Stanley Capital 1998-HF1 E(a) 7.377% 03/15/2030 5,800,000 6,539,480 ------------ 20,829,575 ------------ Total Non-Agency (Cost $19,655,935) 20,829,575 ------------ U.S. GOVERNMENT AGENCY -- 27.0% PASS THRU SECURITIES -- 27.0% FHLMC 7.000% 11/01/2031 - 11/01/2031 637,725 674,742 FNMA 3.530% 07/01/2010 4,200,453 4,042,468 FNMA 3.640% 06/01/2010 2,600,000 2,512,286 FNMA 5.000% 07/01/2018 1,368,074 1,397,096 FNMA+ 5.703% 05/25/2011 1,556,291 1,675,262 FNMA 6.500% 09/01/2032 5,362,863 5,609,496 FNMA 7.000% 05/01/2031 - 07/01/2032 140,738 149,028 FNMA 7.500% 11/01/2029 2,164 2,314 FNMA 8.500% 06/01/2012 79,747 86,283 FNMA (TBA)# 5.000% 01/01/2019 21,375,000 21,795,831 FNMA (TBA)# 5.500% 01/01/2019 - 01/01/2034 56,450,000 57,427,623 FNMA (TBA)# 6.000% 01/01/2032 33,600,000 34,723,517 FNMA (TBA)# 6.500% 01/01/2032 32,975,000 34,479,484 GNMA 6.500% 08/15/2032 569,819 600,756 GNMA 9.000% 02/15/2021 21,949 24,558 ------------ 165,200,744 ------------ Total U.S. Government Agency (Cost $163,242,518) 165,200,744 ------------ U.S. TREASURY OBLIGATIONS -- 2.7% TREASURY BONDS -- 1.2% U.S. Treasury Bond 6.250% 05/15/2030 6,452,000 7,445,505 ------------ TREASURY NOTES -- 1.5% U.S. Treasury Inflation-Indexed Note (TIPS) 4.250% 01/15/2010 7,697,340 8,948,758 ------------ Total U.S. Treasury Obligations (Cost $16,343,736) 16,394,263 ------------ FOREIGN DENOMINATED -- 9.2% AUSTRALIA -- 0.1% TXU Australia Holdings Ltd. 6.150% 11/15/2013 500,000 509,617 ------------ CANADA -- 0.3% Alcan, Inc. 6.125% 12/15/2033 1,800,000 1,810,966 ------------ DENMARK -- 0.3% Denmark Realkredit 6.000% 10/01/2032 DKK 10,850,109 1,882,066 ------------ EURO -- 8.5% Deutschland Republic 4.125% 07/04/2008 EUR 16,015,000 20,698,422 Deutschland Republic 4.500% 01/04/2013 7,055,000 9,063,562 The accompanying notes are an integral part of the financial statements. 21 MELLON INSTITUTIONAL FUNDS MASTER PORTFOLIO STANDISH MELLON FIXED INCOME PORTFOLIO SCHEDULE OF INVESTMENTS - DECEMBER 31, 2003 - -------------------------------------------------------------------------------- PAR VALUE SECURITY RATE MATURITY VALUE (NOTE 1A) - -------------------------------------------------------------------------------------------------------------- EURO (CONTINUED) Deutschland Republic 5.000% 07/04/2011 EUR 1,340,000 $ 1,789,792 Deutschland Republic 5.250% 01/04/2011 7,650,000 10,375,722 Deutschland Republic 5.625% 01/04/2028 3,632,205 5,011,389 Kingdom of Belgium Series 38 5.000% 09/28/2012 2,870,000 3,811,330 Sappi Pappier Holding AG 144A 6.750% 06/15/2012 1,076,000 1,176,216 ------------ 51,926,433 ------------ Total Foreign Denominated (Cost $46,067,271) 56,129,082 ------------ TOTAL BONDS AND NOTES (COST $662,118,150) 684,832,100 ------------ SHARES ------------- PREFERRED STOCKS -- 0.4% CONVERTIBLE PREFERRED STOCKS -- 0.4% Equity Office Properties Trust 144A CVT Pfd REIT 50,600 2,530,506 ------------ Total Convertible Preferred Stocks (Cost $2,513,200) 2,530,506 ------------ TOTAL PREFERRED STOCKS (COST $2,513,200) 2,530,506 ------------ CONTRACT SIZE ------------- PURCHASED OPTIONS -- 0.0% JPY Put/USD Call, Strike Price 150.00, 02/02/2004 (USD) 38,880,000 0 ------------ TOTAL PURCHASED OPTIONS (COST $583,200) 0 ------------ PAR VALUE ------------- PAR VALUE ------------- SHORT-TERM INVESTMENTS -- 8.3% U.S. GOVERNMENT AGENCY -- 7.9% FNMA Discount Note=/= 1.000% 01/14/2004 USD 3,850,000 3,848,610 FNMA Discount Note=/= 1.030% 01/14/2004 14,680,000 14,674,179 FNMA Discount Note=/= 1.066% 01/20/2004 29,685,000 29,670,158 ------------ 48,192,947 ------------ The accompanying notes are an integral part of the financial statements. 22 MELLON INSTITUTIONAL FUNDS MASTER PORTFOLIO STANDISH MELLON FIXED INCOME PORTFOLIO SCHEDULE OF INVESTMENTS - DECEMBER 31, 2003 - -------------------------------------------------------------------------------- PAR VALUE SECURITY RATE MATURITY VALUE (NOTE 1A) - -------------------------------------------------------------------------------------------------------------- U.S. TREASURY BILLS -- 0.0% U.S. Treasury Bill+ 0.864% 03/04/2004 USD 450,000 $ 449,341 ----------- REPURCHASE AGREEMENTS -- 0.4% Tri-party repurchase agreement dated 12/31/03 with Salomon Smith Barney, Inc. and Investors Bank and Trust Company, due 01/02/04, with a maturity value of $2,320,043 and an effective yield of 0.20%, collateralized by a U.S. Government Obligation with a rate of 5.18%, a maturity date of 02/15/26 and an aggregate market value of $2,368,737. 2,320,017 ----------- TOTAL SHORT-TERM INVESTMENTS (COST $50,957,910) 50,962,305 ----------- TOTAL INVESTMENTS -- 120.8% (COST $716,172,460) $ 738,324,911 OTHER ASSETS, LESS LIABILITIES -- (20.8%) (127,316,471) ------------- NET ASSETS -- 100.0% $ 611,008,440 ============= NOTES TO SCHEDULE OF INVESTMENTS: 144A - Securities exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration to qualified buyers. CVT - Convertible DKK - Danish Krone EUR - Euro FHLMC - Federal Home Loan Mortgage Corporation FNMA - Federal National Mortgage Association GNMA - Government National Mortgage Association JPY - Japanese Yen MTN - Medium Term Notes NCL - Non-callable PO - Principal Only REIT - Real Estate Investment Trust Step Up - Coupon rate increases in increments to maturity. Rate disclosed is as of December 31, 2003. Maturity date disclosed is the ultimate maturity. TIPS - Treasury Inflation Protected Securities USD - United States Dollar (a) Variable Rate Security; rate indicated is as of 12/31/03. (b) Zero coupon security. + Denotes all or part of security pledged as collateral. # Delayed delivery contract. =/= Rate noted is yield to maturity. The accompanying notes are an integral part of the financial statements. 23 MELLON INSTITUTIONAL FUNDS MASTER PORTFOLIO STANDISH MELLON FIXED INCOME PORTFOLIO STATEMENT OF ASSETS AND LIABILITIES DECEMBER 31, 2003 - -------------------------------------------------------------------------------- ASSETS Investments, at value (Note 1A) (identified cost, $716,172,460) $738,324,911 Cash 2,275 Receivable for investments sold 22,694,190 Interest and dividends receivable 6,848,121 Receivable for open swap contracts (Note 5) 98,436 Miscellaneous 5,240 Tax reclaim receivable 2,784 Prepaid expenses 5,132 ------------ Total assets 767,981,089 LIABILITIES Payable for investments purchased $154,848,388 Payable for variation margin on open financial futures contracts (Note 5) 29,531 Unrealized depreciation on forward foreign currency exchange contracts (Note 5) 1,522,972 Payable for closed forward foreign currency exchange contracts (Note 5) 6,173 Interest payable on open swap contracts (Note 5) 4,804 Options written, at value (Note 5) (premiums received, $508,105) 393,236 Accrued accounting and custody fees 35,552 Accrued trustees' fees and expenses (Note 2) 18,922 Accrued expenses and other liabilities 113,071 ----------- Total liabilities 156,972,649 ------------ NET ASSETS (APPLICABLE TO INVESTORS' BENEFICIAL INTERESTS) $611,008,440 ============ The accompanying notes are an integral part of the financial statements. 24 MELLON INSTITUTIONAL FUNDS MASTER PORTFOLIO STANDISH MELLON FIXED INCOME PORTFOLIO STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2003 - -------------------------------------------------------------------------------- INVESTMENT INCOME (NOTE 1C) Interest income (including securities lending income of $120,580 (Note 7)) $32,729,572 Dividend income 521,363 ----------- Total income 33,250,935 EXPENSES Investment advisory fee (Note 2) $ 2,761,889 Accounting and custody fees 368,986 Legal and audit services 87,102 Trustees' fees and expenses (Note 2) 80,681 Insurance expense 26,765 Licensing fees 19,999 Interest on swap contracts 8,890 ------------ Total expenses 3,354,312 Deduct: Waiver of investment advisory fee (Note 2) (124,405) ------------ Net expenses 3,229,907 ----------- Net investment income 30,021,028 ----------- REALIZED AND UNREALIZED GAIN (LOSS) Net realized gain (loss) Investment security transactions 28,286,900 Financial futures contracts (2,745,137) Written options transactions 948,500 Swap contracts 13,039 Foreign currency transactions and forward foreign currency exchange contracts (10,929,416) ------------ Net realized gain 15,573,886 Change in unrealized appreciation (depreciation) Investment securities (5,590,479) Financial futures contracts 1,796,585 Written options (792,871) Swap contracts 98,436 Foreign currency and forward foreign currency exchange contracts (169,827) ----------- Change in net unrealized appreciation (depreciation) (4,658,156) ----------- Net realized and unrealized gain 10,915,730 ----------- NET INCREASE IN NET ASSETS FROM OPERATIONS $40,936,758 =========== The accompanying notes are an integral part of the financial statements. 25 MELLON INSTITUTIONAL FUNDS MASTER PORTFOLIO STANDISH MELLON FIXED INCOME PORTFOLIO STATEMENTS OF CHANGES IN NET ASSETS - -------------------------------------------------------------------------------- YEAR ENDED YEAR ENDED DECEMBER 31, 2003 DECEMBER 31, 2002 ----------------- ----------------- INCREASE (DECREASE) IN NET ASSETS FROM INVESTMENT OPERATIONS Net investment income $ 30,021,028 $ 53,285,882 Net realized gain 15,573,886 13,179,491 Change in net unrealized appreciation (depreciation) (4,658,156) 23,791,589 ------------- -------------- Net increase in net assets from investment operations 40,936,758 90,256,962 ------------- -------------- CAPITAL TRANSACTIONS Contributions 24,345,488 94,362,926 Withdrawals (398,371,613) (735,911,427) ------------- -------------- Net decrease in net assets from capital transactions (374,026,125) (641,548,501) ------------- -------------- TOTAL DECREASE IN NET ASSETS (333,089,367) (551,291,539) NET ASSETS At beginning of year 944,097,807 1,495,389,346 ------------- -------------- At end of year $ 611,008,440 $ 944,097,807 ============= ============== The accompanying notes are an integral part of the financial statements. 26 MELLON INSTITUTIONAL FUNDS MASTER PORTFOLIO STANDISH MELLON FIXED INCOME PORTFOLIO FINANCIAL HIGHLIGHTS - -------------------------------------------------------------------------------- YEAR ENDED DECEMBER 31, ------------------------------------------------------ 2003 2002 2001(A) 2000 1999 -------- -------- ---------- ---------- ---------- TOTAL RETURN+ 5.25% 8.89% 7.18% 10.23% (0.69)% RATIOS: Expenses (to average daily net assets)* 0.41% 0.38% 0.36% 0.35% 0.35% Net Investment Income (to average daily net assets)* 3.78% 4.86% 6.37% 7.24% 6.86% Portfolio Turnover 398% 384% 329% 233% 159% Net Assets, End of Year (000's omitted) $611,008 $944,098 $1,495,389 $2,226,002 $2,911,705 - ----------------- * For the period indicated, the investment advisor voluntarily agreed not to impose a portion of its investment advisory fee. If this voluntary action had not been taken, the ratios would have been: Ratios (to average daily net assets): Expenses 0.42% 0.39% N/A N/A N/A Net investment income 3.77% 4.85% N/A N/A N/A (a) The Portfolio has adopted the provisions of the revised AICPA Audit and Accounting Guide for Investment Companies effective January 1, 2001 and began amortizing premium and discount on all debt securities on an effective yield basis. The effect of this change for the year ended December 31, 2001 was to decrease the ratio of net investment income to average net assets from 6.39% to 6.37%. Ratios for the periods prior to January 1, 2001 have not been restated to reflect this change in presentation. + Total return for the Portfolio has been calculated based on the total return for the invested Fund, assuming all distributions were reinvested, and adjusted for the difference in expenses as set out in the notes to the financial statements. Total return would have been lower in the absence of expense waivers. The accompanying notes are an integral part of the financial statements. 27 MELLON INSTITUTIONAL FUNDS MASTER PORTFOLIO STANDISH MELLON FIXED INCOME PORTFOLIO NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- (1) SIGNIFICANT ACCOUNTING POLICIES: Mellon Institutional Funds Master Portfolio (the "Portfolio Trust") was organized as a master trust fund under the laws of the state of New York on January 18, 1996 and is registered under the Investment Company Act of 1940, as amended, as an open-end, management investment company. Standish Mellon Fixed Income Portfolio (the "Portfolio") is a separate diversified investment series of the Portfolio Trust. At December 31, 2003, there was one fund, Standish Mellon Fixed Income Fund (the "Fund"), invested in the Portfolio. The value of the Fund's investment in the Portfolio reflects the Fund's proportionate interest in the net assets of the Portfolio. The Fund's proportionate interest at December 31, 2003 was approximately 100%. The objective of the Portfolio is to achieve a high level of current income, consistent with conserving principal and liquidity, and secondarily to seek capital appreciation when changes in interest rates and economic conditions indicate that capital appreciation may be available without significant risk to principal by investing, under normal circumstances, at least 80% of net assets in fixed income securities issued by U.S. and foreign governments and companies. On June 21, 2003, by vote of the Trustees, the name of the Standish Fixed Income Portfolio was changed to Standish Mellon Fixed Income Portfolio. In addition, the Declaration of Trust was amended to change the name of the Portfolio Trust from Standish, Ayer & Wood Master Portfolio to Mellon Institutional Funds Master Portfolio. The name changes became effective July 1, 2003. The following is a summary of significant accounting policies followed by the Portfolio in the preparation of its financial statements. The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates. A. INVESTMENT SECURITY VALUATIONS Securities for which quotations are readily available are valued at the last sale price, or if no sale price, at the closing bid price in the principal market in which such securities are normally traded. Market quotations are not considered to be readily available for certain debt obligations; such investments are stated at fair value on the basis of valuations furnished by a pricing service or dealers, approved by the Trustees, which determine valuations for normal institutional-size trading units of such securities using methods based on market transactions for comparable securities and variable relationships between securities that are generally recognized by institutional traders. Securities (including illiquid securities) for which quotations are not readily available are valued at their fair value as determined in good faith under consistently applied procedures under the general supervision of the Trustees. Short-term instruments with less than sixty-one days remaining to maturity when acquired by the Portfolio are valued at amortized cost, which approximates market value. If the Portfolio acquires a short-term instrument with more than sixty days remaining to its maturity, it is valued at current market value until the sixtieth day prior to maturity and will then be valued at amortized value based upon the value on such date unless the Trustees determine during such sixty-day period that amortized value does not represent fair value. B. REPURCHASE AGREEMENTS It is the policy of the Portfolio to require the custodian bank to take possession of, to have legally segregated in the Federal Reserve Book Entry System, or to have segregated within the custodian bank's vault, all securities held as collateral in support of repurchase agreement investments. Collateral for certain tri-party repurchase agreements is held at the custodian in a segregated account for the benefit of the Portfolio and the counterparty. Additionally, procedures have been established by the Portfolio to monitor on a daily basis, the market value and accrued interest of the repurchase agreement's underlying investments to ensure the existence of a proper level of collateral. 28 MELLON INSTITUTIONAL FUNDS MASTER PORTFOLIO STANDISH MELLON FIXED INCOME PORTFOLIO NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- C. SECURITIES TRANSACTIONS AND INCOME Securities transactions are recorded as of trade date. Interest income is determined on the basis of interest accrued, adjusted for accretion of discount or amortization of premium using the yield-to-maturity method on long-term debt securities. Dividend income is recorded on the ex-dividend date. Realized gains and losses from securities sold are recorded on the identified cost basis. The Portfolio does not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss from investments. Net realized gains and losses on foreign currency transactions represent gains and losses on disposition of foreign currencies and forward foreign currency exchange contracts, currency gains and losses realized between the trade and settlement dates on securities transactions, and the difference between the amount of investment income and foreign withholding taxes recorded on the Fund's books and the U.S. dollar equivalent amounts usually received or paid. D. INCOME TAXES The Portfolio is treated as a partnership for federal tax purposes. No provision is made by the Portfolio for federal or state taxes on any taxable income of the Portfolio because each investor in the Portfolio is ultimately responsible for the payment of any taxes. Since at least one of the Portfolio's investors is a regulated investment company that invests all or substantially all of its assets in the Portfolio, the Portfolio normally must satisfy the source of income and diversification requirements applicable to regulated investment companies (under the Internal Revenue Code) in order for its investors to satisfy them. The Portfolio allocates at least annually among its investors each investor's distributive share of the Portfolio's net investment income, net realized capital gains, and any other items of income, gain, loss deduction or credit. E. FOREIGN CURRENCY TRANSACTIONS Investment security valuations, other assets, and liabilities initially expressed in foreign currencies are converted into U.S. dollars based upon current currency exchange rates. Purchases and sales of foreign investment securities and income and expenses are converted into U.S. dollars based upon currency exchange rates prevailing on the respective dates of such transactions. Section 988 of the Internal Revenue Code provides that gains or losses on certain transactions attributable to fluctuations in foreign currency exchange rates must be treated as ordinary income or loss. For financial statement purposes, such amounts are included in net realized gains or losses. F. INVESTMENT RISK There are certain additional risks involved in investing in foreign securities that are not inherent in investments in domestic securities. These risks may involve adverse political and economic developments, including the possible imposition of capital controls or other foreign governmental laws or restrictions. In addition, the securities of some foreign companies and securities markets are less liquid and at times may be more volatile than securities of comparable U.S. companies and U.S. securities markets. The risks described above apply to an even greater extent to investments in emerging markets. The securities markets of emerging countries are generally smaller, less developed, less liquid, and more volatile than the securities markets of the U.S. and developed foreign markets. G. COMMITMENT AND CONTINGENCIES In the normal course of business, the Portfolio may enter into contracts and agreements that contain a variety of representations and warranties, which provide general indemnifications. The maximum exposure to the Portfolio under these arrangements is unknown, as this would involve future claims that may be made against the Portfolio that have not yet occurred. However, based on experience, the Portfolio expects the risks of loss to be remote. 29 MELLON INSTITUTIONAL FUNDS MASTER PORTFOLIO STANDISH MELLON FIXED INCOME PORTFOLIO NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- (2) INVESTMENT ADVISORY FEE: The investment advisory fee paid to Standish Mellon Asset Management Company LLC ("Standish Mellon") for overall investment advisory and administrative services is paid monthly at the annual rate of 0.40% of the Portfolio's first $250,000,000 of average daily net assets, 0.35% of the next $250,000,000 of average daily net assets, and 0.30% of the average daily net assets in excess of $500,000,000. Standish Mellon voluntarily agreed to limit the Portfolio's total annual operating expenses (excluding brokerage commissions, taxes and extraordinary expenses) to 0.38% of the Portfolio's average daily net assets for the period from January 1, 2003 through June 30, 2003 and 0.50% for the period from July 1, 2003 through December 31, 2003. Pursuant to these agreements, for the year ended December 31, 2003, Standish Mellon voluntarily waived $124,405 of its investment advisory fee. This agreement is voluntary and temporary and may be discontinued or revised by Standish Mellon at any time. No director, officer or employee of Standish Mellon or its affiliates receives any compensation from the Trust or the Portfolio for serving as an officer or Trustee of the Trust. The Trust pays each Trustee who is not a director, officer or employee of Standish Mellon or its affiliates an annual fee and a per meeting fee as well as reimbursement for travel and out of pocket expenses. In addition, the Portfolio Trust pays the legal fees for the independent counsel of the Trustees. (3) PURCHASES AND SALES OF INVESTMENTS: Purchases and proceeds from sales of investments, other than short-term obligations, for the year ended December 31, 2003 were as follows: PURCHASES SALES -------------- -------------- U.S. Government Securities $3,035,796,660 $3,500,577,662 ============== ============== Investments (non-U.S.Government Securities) $ 503,937,299 $ 368,953,139 ============== ============== (4) FEDERAL TAXES: The cost and unrealized appreciation (depreciation) in value of the investment securities owned at December 31, 2003, as computed on a federal tax basis, were as follows: Aggregate Cost $717,371,612 ============ Gross unrealized appreciation 23,549,680 Gross unrealized depreciation (2,437,246) ------------ Net unrealized appreciation $ 21,112,434 ============ (5) FINANCIAL INSTRUMENTS: In general, the following instruments are used for hedging purposes as described below. However, these instruments may also be used to seek to enhance potential gain in circumstances where hedging is not involved. The nature, risks and objectives of these instruments are set forth more fully in the Portfolio Trust's registration statement. The Portfolio may trade the following financial instruments with off-balance sheet risk: OPTIONS Call and put options give the holder the right to purchase or sell a security or currency or enter into a swap arrangement on a future date at a specified price. The Portfolio may use options to seek to hedge against risks of market exposure and changes in security prices and foreign currencies, as well as to seek to enhance returns. Writing puts and buying 30 MELLON INSTITUTIONAL FUNDS MASTER PORTFOLIO STANDISH MELLON FIXED INCOME PORTFOLIO NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- calls tend to increase the Portfolio's exposure to the underlying instrument. Buying puts and writing calls tend to decrease the Portfolio's exposure to the underlying instrument, or hedge other Portfolio investments. Options, both held and written by the Portfolio, are reflected in the accompanying Statement of Assets and Liabilities at market value. The underlying face amount at value of any open purchased options is shown in the Schedule of Investments. This amount reflects each contract's exposure to the underlying instrument at period end. Losses may arise from changes in the value of the underlying instruments if there is an illiquid secondary market for the contract or if the counterparty does not perform under the contract's terms. Premiums received from writing options which expire are treated as realized gains. Premiums received from writing options which are exercised or are closed are added to or offset against the proceeds or amount paid on the transaction to determine the realized gain or loss. Realized gains and losses on purchased options are included in realized gains and losses on investment securities, except purchased options on foreign currency which are included in realized gains and losses on foreign currency transactions. If a put option written by the Portfolio is exercised, the premium reduces the cost basis of the securities purchased by the Portfolio. The Portfolio, as a writer of an option, has no control over whether the underlying securities may be sold (call) or purchased (put) and as a result bears the market risk of an unfavorable change in the price of the security underlying the written option. Exchange traded options are valued at the last sale price, or if no sales are reported, the last bid price for purchased options and the last ask price for written options. Options traded over-the-counter are valued using prices supplied by the dealers. A summary of the written put options for the year ended December 31, 2003 is as follows: WRITTEN PUT OPTION TRANSACTIONS ---------------------------------- NUMBER OF CONTRACTS PREMIUMS ------------------- ------------------ Outstanding, beginning of period 4 $ 855,084 Options written 11 826,910 Options expired (11) (1,394,022) --- ----------- Outstanding, end of period 4 $ 287,972 === =========== At December 31, 2003, the Portfolio held the following written put option contracts: SECURITY CONTRACTS VALUE --------------------------------------------------------------------------------------------------- UST 4.25% Put, Strike Price 100.91, 01/20/2004 1 $ 97,840 UST 4.25% Put, Strike Price 100.22, 01/27/2004 1 76,697 UST 4.25% Put, Strike Price 99.91, 01/15/2004 1 52,164 UST 4.25% Put, Strike Price 99.81, 01/05/2004 1 23,096 -------- Total (premium received $287,972) $249,797 ======== A summary of the written call options for the year ended December 31, 2003 is as follows: WRITTEN CALL OPTION TRANSACTIONS ----------------------------------- NUMBER OF CONTRACTS PREMIUMS ------------------- ---------------- Outstanding, beginning of period 3 $ 105,383 Options written 11 667,153 Options expired (3) (139,923) Options closed (7) (412,480) -- --------- Outstanding, end of period 4 $ 220,133 == ========= 31 MELLON INSTITUTIONAL FUNDS MASTER PORTFOLIO STANDISH MELLON FIXED INCOME PORTFOLIO NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- At December 31, 2003, the Portfolio held the following written call option contracts: SECURITY CONTRACTS VALUE -------------------------------------------------------------------------------------------------- UST 4.25% Call, Strike Price 100.94, 01/20/2004 1 $ 21,033 UST 4.25% Call, Strike Price 100.22, 01/27/2004 1 46,634 UST 4.25% Call, Strike Price 99.91, 01/15/2004 1 47,422 UST 4.25% Call, Strike Price 99.81, 01/05/2004 1 28,350 -------- Total (premiums received $220,133) $143,439 ======== INTEREST RATE FLOORS Interest rate floors purchased by the Portfolio entitle the Portfolio to receive payments on a notional principal amount from the party selling such floor to the extent that a specified index falls below a predetermined interest rate amount. Credit and market risk exist with respect to these instruments. If forecasts of interest rates and other market factors are incorrect, investment performance will diminish compared to what performance would have been if these investment techniques were not used. Even if the forecasts are correct, there are risks that the positions may correlate imperfectly with the asset or liability being hedged, a liquid secondary market may not always exist, or a counterparty to a transaction may not perform. The Portfolio expects to enter these transactions primarily for hedging purposes including, but not limited to, preserving a return or spread on a particular investment or portion of its portfolio, protecting against currency fluctuations, as a duration management technique or protecting against an increase in the price of securities the Portfolio anticipates purchasing at a later date. Interest rate floors are "marked-to-market" daily based on quotations from market makers and the change, if any, is recorded as unrealized appreciation or depreciation in the Statement of Operations. Periodic payments of interest, if any, are reported as additions to interest income in the Statement of Operations. Realized gains or losses from these agreements are disclosed in the Statement of Operations. At December 31, 2003, the Portfolio did not hold any open interest rate floor agreements. FORWARD CURRENCY EXCHANGE CONTRACTS The Portfolio may enter into forward foreign currency and cross currency exchange contracts for the purchase or sale of a specific foreign currency at a fixed price on a future date. Risks may arise upon entering these contracts from the potential inability of counterparties to meet the terms of their contracts and from unanticipated movements in the value of a foreign currency relative to the U.S. dollar and other foreign currencies. The forward foreign currency and cross currency exchange contracts are marked to market using the forward foreign currency rate of the underlying currency and any gains or losses are recorded for financial statement purposes as unrealized until the contract settlement date or upon the closing of the contract. Forward currency exchange contracts are used by the Portfolio primarily to protect the value of the Portfolio's foreign securities from adverse currency movements. Unrealized appreciation and depreciation of forward currency exchange contracts is included in the Statement of Assets and Liabilities. At December 31, 2003, the Portfolio held the following forward foreign currency exchange contracts: FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS LOCAL PRINCIPAL CONTRACT MARKET AGGREGATE UNREALIZED CONTRACTS TO DELIVER AMOUNT VALUE DATE VALUE FACE AMOUNT LOSS ------------------------------------------------------------------------------------------------------- Danish Krone 16,670,000 03/17/2004 $ 2,810,173 $ 2,713,172 $ (97,001) Euro 40,400,000 03/17/2004 50,734,188 49,308,217 (1,425,971) ----------- ----------- ----------- TOTAL $53,544,361 $52,021,389 $(1,522,972) =========== =========== =========== 32 MELLON INSTITUTIONAL FUNDS MASTER PORTFOLIO STANDISH MELLON FIXED INCOME PORTFOLIO NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- FUTURES CONTRACTS The Portfolio may enter into financial futures contracts for the delayed sale or delivery of securities or contracts based on financial indices at a fixed price on a future date. Pursuant to margin requirements the Portfolio deposits either cash or securities in an amount equal to a certain percentage of the contract amount. Subsequent payments are made or received by the Portfolio each day, depending on the daily fluctuations in the value of the underlying security, and are recorded for financial statement purposes as unrealized gains or losses by the Portfolio. There are several risks in connection with the use of futures contracts as a hedging device. The change in value of futures contracts primarily corresponds with the value of their underlying instruments or indices, which may not correlate with changes in the value of hedged investments. Buying futures tends to increase the Portfolio's exposure to the underlying instrument, while selling futures tends to decrease the Portfolio's exposure to the underlying instrument or hedge other investments. In addition, there is the risk that the Portfolio may not be able to enter into a closing transaction because of an illiquid secondary market. Losses may arise if there is an illiquid secondary market or if the counterparty does not perform under the contract's terms. The Portfolio enters into financial futures transactions primarily to seek to manage its exposure to certain markets and to changes in securities prices and foreign currencies. Gains and losses are realized upon the expiration or closing of the futures contracts. Futures contracts are valued at the quoted daily settlement prices established by the exchange on which they trade. At December 31, 2003, the Portfolio held the following financials futures contracts: UNDERLYING FACE CONTRACT POSITION EXPIRATION DATE AMOUNT AT VALUE UNREALIZED LOSS ----------------------------------------------------------------------------------------------- U.S. 10 Year Note (189 Contracts) Short 3/31/2004 $21,218,204 $(60,007) -------- At December 31, 2003, the Portfolio had segregated sufficient cash and/or securites to cover margin requirements on open futures contracts. SWAP AGREEMENTS The Portfolio may invest in swap agreements. A swap is an agreement to exchange the return generated by one instrument for the return generated by another instrument. The Portfolio may enter into interest rate and credit default swap agreements to manage its exposure to interest rates and credit risk. Interest rate swap agreements involve the exchange by the Portfolio with another party of their respective commitments to pay or receive interest, e.g., an exchange of floating rate payments for fixed rate payments with respect to a notional amount of principal. In a credit default swap, one party makes a stream of payments to another party in exchange for the right to receive a specified return in the event of a default by a third party on its obligation. The Portfolio may use credit default swaps to provide a measure of protection against defaults of issuers (i.e., to reduce risk where the Portfolio owns or has exposure to the corporate or sovereign issuer) or to take an active long or short position with respect to the likelihood of a particular corporate or sovereign issuer's default. In connection with these agreements, cash or securities may be set aside as collateral in accordance with the terms of the swap agreement. The Portfolio earns interest on cash set aside as collateral. Swaps are marked to market daily based upon quotations from market makers and change in value, if any, is recorded as unrealized gain or loss in the Statement of Operations. These financial instruments are not actively traded on financial markets. The values assigned to these instruments are based upon the best available information and because of the uncertainty of the valuation, these values may differ significantly from the values that would have been realized had a ready market for these instruments existed, and differences could be material. Payments received or made from credit default swaps at the end of the measurement period are recorded as realized gain or loss in the Statement of Operations. Net payments of interest on interest rate swap agreements, if any, are included as part of interest income. Entering into these agreements involves, to varying degrees, elements of credit, market, and documentation risk in excess of the amounts recognized on the Statement of Assets and Liabilities. Such risks involve the possibility that there will be no liquid market for these agreements, that the counterparty to the agreements may default on its obligation to perform or disagree as to the meaning of contractual terms in the agreements, and that there may be unfavorable changes in interest rates. 33 MELLON INSTITUTIONAL FUNDS MASTER PORTFOLIO STANDISH MELLON FIXED INCOME PORTFOLIO NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- At December 31, 2003, the Portfolio held the following open swap contracts: NET UNREALIZED NOTIONAL AMOUNT EXPIRATION DATE DESCRIPTION APPRECIATION ------------------------------------------------------------------------------------------------------------ 9,215,000 USD 4/30/04 Agreement with Citigroup Global Markets, Inc., $98,436 dated 10/30/03 to pay the notional amount multiplied by 0.57% and to receive the notional amount multiplied by the 1 month LIBOR adjusted by a specified spread. (6) DELAYED DELIVERY TRANSACTIONS: The Portfolio may purchase or sell securities on a when-issued, delayed delivery or forward commitment basis. Payment and delivery may take place a month or more after the date of the transactions. The price of the underlying securities and the date when the securities will be delivered and paid for are fixed at the time the transaction is negotiated. Income on the securities will not be earned until settlement date. The Portfolio instructs its custodian to segregate securities having value at least equal to the amount of the purchase commitment. The Portfolio may enter into to be announced ("TBA") purchase commitments to purchase securities for a fixed unit price at a future date beyond customary settlement time. Although the unit price has been established, the principal value has not been finalized. However, the amount of the commitments will not fluctuate more than 0.01% from the principal amount. The Portfolio holds, and maintains until settlement date, cash or high-grade debt obligations in an amount sufficient to meet the purchase price, or the Portfolio may enter into offsetting contracts for the forward sale of other securities it owns. Income on the securities will not be earned until settlement date. TBA purchase commitments may be considered securities in themselves, and involve a risk of loss if the value of the security to be purchased declines prior to the settlement date, which risk is in addition to the risk of decline in the value of the Portfolio's other assets. Unsettled TBA purchase commitments are valued at the current market value of the underlying securities, according to the procedures described under "Investment security valuations" above. The Portfolio may enter into TBA sale commitments to hedge its portfolio positions. Proceeds of TBA sale commitments are not received until the contractual settlement date. During the time a TBA sale commitment is outstanding, an offsetting TBA purchase commitment deliverable is held as "cover" for the transaction. Unsettled TBA sale commitments are valued at the current market value of the underlying securities, generally according to the procedures described under "Investment security valuations" above. The contract is "marked-to- market" daily and the change in market value is recorded by the Portfolio as an unrealized gain or loss. If the TBA sale commitment is closed through the acquisition of an offsetting purchase commitment, the Portfolio realizes a gain or loss. If the Portfolio delivers securities under the commitment, the Portfolio realizes a gain or a loss from the sale of the securities based upon the unit price established at the date the commitment was entered into. See the Schedule of Investments for outstanding delayed delivery transactions. (7) SECURITIES LENDING: The Portfolio may lend its securities to financial institutions which the Portfolio deems to be creditworthy. The loans are collateralized at all times with cash or securities with a market value at least equal to the market value of the securities on loan. The market value of securities loaned is determined daily and any additional required collateral is allocated to the Portfolio on the next business day. For the duration of a loan, the Portfolio receives the equivalent of the interest or dividends paid by the issuer on the securities loaned and also receives compensation from the investment of the collateral. As with other extensions of credit, the Portfolio bears the risk of delay in recovery or even loss of rights in its securities on loan should the borrower of the securities fail financially or default on its obligations to the Portfolio. In the event of borrower default, the Portfolio generally has the right to use the collateral to offset losses incurred. The 34 MELLON INSTITUTIONAL FUNDS MASTER PORTFOLIO STANDISH MELLON FIXED INCOME PORTFOLIO NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- Portfolio may incur a loss in the event it was delayed or prevented from exercising its rights to dispose of the collateral. The Portfolio also bears the risk in the event that the interest and/or dividends received on invested collateral is not sufficient to meet the Portfolio's obligations due on the loans. The Portfolio loaned securities during the year ended December 31, 2003 resulting in security lending income. At December 31, 2003, the Portfolio had no securities on loan. 35 REPORT OF INDEPENDENT AUDITORS To the Trustees of Mellon Institutional Funds Master Portfolio and the Investors of Standish Mellon Fixed Income Portfolio: In our opinion, the accompanying statement of asset and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Mellon Institutional Funds Master Portfolio: Standish Mellon Fixed Income Portfolio (formerly Standish Fixed Income Portfolio) (the "Portfolio"), at December 31, 2003, and the results of its operations, the changes in its net assets and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Portfolio's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2003, by correspondence with the custodian and brokers, provide a reasonable basis for our opinion. PricewaterhouseCoopers LLP Boston, Massachusetts February 20, 2004 36 TRUSTEES AND OFFICERS The following table lists the Trust's trustees and officers; their address and date of birth; their position with the Trust; the length of time holding that position with the Trust; their principal occupation(s) during the past five years; the number of portfolios in the fund complex they oversee; and other directorships they hold in companies subject to registration or reporting requirements of the Securities Exchange Act of 1934 (generally called "public companies") or in registered investment companies as of December 31, 2003. The Trust's Statement of Additional Information includes additional information about the Trust's trustees and is available, without charge, upon request by writing Mellon Institutional Funds at P.O. Box 8585, Boston, MA 02266-8585 or calling toll free 1-800-221-4795. The same persons serve as trustees and officers of the Portfolio Trust in the same capacities. INDEPENDENT TRUSTEES NUMBER OF PRINCIPAL PORTFOLIOS IN OTHER NAME, TERM OF OFFICE OCCUPATION(S) FUND COMPLEX DIRECTORSHIPS ADDRESS, AND POSITION(S) AND LENGTH OF DURING PAST OVERSEEN BY HELD BY DATE OF BIRTH HELD WITH TRUST TIME SERVED 5 YEARS TRUSTEE TRUSTEE - ------------------------------------------------------------------------------------------------------------------------------ Samuel C. Fleming Trustee Trustee since Chairman of the 28 None c/o Decision 11/3/1986 Board and Chief Resources, Inc. Executive Officer, 260 Charles Street Decision Resources, Waltham, MA 02453 Inc. 9/30/40 Caleb Loring III Trustee Trustee since Trustee, Essex 28 None c/o Essex Street 11/3/1986 Street Associates Associates (family investment 400 Essex Street trust office) Beverly, MA 01915 11/14/43 Benjamin M. Friedman Trustee Trustee since William Joseph 28 None c/o Harvard University 9/13/1989 Maier, Professor of Cambridge, MA 02138 Political Economy, 8/5/44 Harvard University John H. Hewitt Trustee Trustee since Trustee, Mertens 28 None P.O. Box 233 11/3/1986 House, Inc.Trustee New London, NH 03257 and Chairman of the 4/11/35 Board, Visiting Nurse Alliance of Vermont & New Hampshire. INTERESTED TRUSTEES NUMBER OF PRINCIPAL PORTFOLIOS IN OTHER NAME, TERM OF OFFICE OCCUPATION(S) FUND COMPLEX DIRECTORSHIPS ADDRESS, AND POSITION(S) AND LENGTH OF DURING PAST OVERSEEN BY HELD BY DATE OF BIRTH HELD WITH TRUST TIME SERVED 5 YEARS OFFICER OFFICER - ------------------------------------------------------------------------------------------------------------------------------ Patrick J. Sheppard Trustee, President Since 2003 Senior Vice 28 None c/o Standish Mellon Asset and Chief President and Chief Management Company LLC, Executive Officer Operating Officer, One Boston Place Mellon Institutional Boston, MA 02108 Asset Management; 7/24/65 formerly Vice President and Chief Financial Officer, Mellon Institutional Asset Management 37 PRINCIPAL OFFICERS WHO ARE NOT TRUSTEES NUMBER OF PRINCIPAL PORTFOLIOS IN OTHER NAME, TERM OF OFFICE OCCUPATION(S) FUND COMPLEX DIRECTORSHIPS ADDRESS, AND POSITION(S) AND LENGTH OF DURING PAST OVERSEEN BY HELD BY DATE OF BIRTH HELD WITH TRUST TIME SERVED 5 YEARS OFFICER OFFICER - ------------------------------------------------------------------------------------------------------------------------------ Barbara A. McCann Secretary Secretary since 2003 Senior Vice 28 None c/o Standish Mellon Asset President and Head Management, of Operations, One Boston Place Mellon Institutional Boston, MA 02108 Asset Management, 2/20/61 formerly First Vice President, Mellon Institutional Asset Management and Mellon Global Investments Steven M. Anderson Vice President and Vice President since Vice President and 28 None c/o Standish Mellon Asset Treasurer 1999; Treasurer Mutual Funds Management, since 2002 Controller, Standish One Boston Place Mellon Asset Boston, MA 02108 Management; formerly 7/14/65 Assistant Vice President and Mutual Funds Controller, Standish Mellon Asset Management Denise B. Kneeland Assistant Vice Since 1996 Vice President and 28 None c/o Standish Mellon Asset President Manager, Mutual Management, Funds Operations, One Boston Place Standish Mellon Boston, MA 02108 Asset Management 8/19/51 Lisa Kane Assistant Vice Since 1999 Vice President and 28 None c/o Standish Mellon Asset President Client Service Management, Professional, One Boston Place Standish Mellon Boston, MA 02108 Asset Management 6/25/70 Cara E. Hultgren, Assistant Vice Since 2001 Assistant Manager, 28 None c/o Standish Mellon Asset President Mutual Fund Management, Operations since One Boston Place 1999; Shareholder Boston, MA 02108 Representative, 1/19/71 Standish Mellon Asset Management Scott Simonds, Assistant Vice Since 2002 Compliance Analyst, 28 None c/o Standish Mellon Asset President Boston Partners; Management, Fund Accountant, One Boston Place Mellon Financial Boston, MA 02108 Corp. 8/17/60 A description of the policies and procedures that the fund uses to determine how to vote proxies relating to portfolio securities is available (i) without charge, upon request, by calling toll free 1-800-221-4795, (ii) on the fund's website at http://www.melloninstitutionalfunds.com, and (iii) on the Securities and Exchange Commission's website at http://www.sec.gov. 38 [Logo] Mellon -------------------------- Mellon Institutional Funds One Boston Place Boston, MA 02108-4408 800.221.4795 www.melloninstitutionalfunds.com Standish Mellon Short-Term Asset Reserve Fund Financial Statements for the Year Ended December 31, 2003 [Logo] Mellon -------------------------- Mellon Institutional Funds [Logo] Mellon -------------------------- Mellon Institutional Funds February 28, 2004 Dear Mellon Institutional Fund Shareholder: Enclosed you will find your Fund's annual report for the fiscal year ended December 31, 2003. In 2003 we experienced a return to risk-taking in the financial markets. It's worth recalling that for most of 2002, market sentiment was notably bearish, characterized by a flight to quality. Indeed, the first half of 2002 produced the worst six-month performance for the S&P 500 Index in more than 30 years, with a loss of almost 14%. In contrast, during 2003, the greatest gains were made by the stock market and the lowest-rated corporate debt. The S&P 500 gained 22%, while the Merrill Lynch C-Rated High Yield Index advanced 42%. In keeping with the risk-taking trend, small cap stocks, as measured by the Russell 2000 Index, advanced 45%. International stocks also have enjoyed a healthy rebound, advancing 17%, as measured by the MSCI EAFE Index. In comparison, intermediate U.S. Treasuries had a total return of just 2%, after providing a total return of 12% in 2002, as measured by the Lehman Treasury Index. The financial markets were reacting to the increasing strength of the economy. After several sluggish quarters, economic activity in the U.S. accelerated in the summer months and remains strong. The sources of strength include a) continuing monetary ease that has induced substantial mortgage refinancing and housing activity, b) Federal fiscal stimulus from large new tax cuts and sharp increases in defense spending, and c) a gradual improvement in business capital spending after many quarters of stagnation. Sluggish spots to date include inventory investment, state and local spending, net exports and employment, although some of these sectors show signs of much-awaited improvement. The renewal of economic strength has created a schizophrenic year for the bond markets. Until late June, the market's tone had been set by an expectation of continued sluggish growth. In June, the Fed made explicit its intent to keep short-term interest rates low for a "considerable period." But the Fed announcement was perceived as a disappointment by the market, which promptly caused a sharp summer selloff in bonds. In September, bonds recouped some of their losses, as market participants felt the selloff had been overdone. At its most recent meeting, the Fed edged closer to a less accommodative stance in dropping the "considerable period" language. Instead, the Fed said it "can be patient" in not raising rates until signs of inflation become evident. The yield curve remains very steep, influenced by the Fed at the short end, but with the intermediate maturities under pressure from the large volume of Treasury financing in that sector. With the recent bump in yields and inflation still relatively quiescent, real interest rates have increased to the lower end of what have been the historic norms. Mellon Funds Distributor, L.P. P.O. Box 51407 o Boston, MA 02205-1407 (800) 221-4795 Toll Free o (617) 350-0042 Fax A Mellon Financial Company. (SM) 1 Looking ahead, it is clear that there are some serious distortions and imbalances in world economies including structural problems in Japan and core Europe, the U.S. current account deficit, and the leverage in the consumer balance sheet. It is impossible to predict when these restraints might undermine economic activity, but the latter part of 2004 or the year 2005 could be a period of vulnerability when there will be a loss of incremental fiscal stimulus as well as the lagged effect of higher interest rates. Nevertheless, the near term economic outlook has brightened, business activity has some significant momentum which should carry over into 2004. The result should be favorable growth, especially in business investment. We expect inflation to remain modest and corporate profit growth to be reasonably strong. We wish to thank you for your business and confidence in Mellon Institutional Funds. Please feel free to contact us with questions or comments. Sincerely, /s/ Patrick J. Sheppard Patrick J. Sheppard Mellon Funds Distributor, L.P. P.O. Box 51407 o Boston, MA 02205-1407 (800) 221-4795 Toll Free o (617) 350-0042 Fax A Mellon Financial Company. (SM) 2 STANDISH MELLON SHORT-TERM ASSET RESERVE FUND Management Discussion and Analysis December 2003 The year 2003 can be broken into two distinctly different environments for the financial markets. The first half of the year was characterized by the war in Iraq and a generally weak economy. The second half saw a renewed optimism in the economy and was highlighted by a moderate rise in interest rates and a strong equity market. The fixed income market had mixed results during the year, strong during the first half, weaker during the second. In this mixed environment Standish Mellon's disciplined approach to investing provided excellent relative returns. The Standish Mellon Short-Term Asset Reserve Fund returned 1.48% for the year, surpassing the iMoneyNet All Taxable Fund which returned 0.53%. On an absolute basis, both the return of the Fund and its benchmark are low due to the historically low levels of short-term interest rates. The year started on a cautious note. Early in the first quarter, the war in Iraq seemed more likely every day and it appeared that the entire economy was waiting on some resolution to this uncertainty. Consumer spending continued to be strong, but there were few other bright spots. As the war commenced and was successfully resolved, some of the uncertainty was eliminated and the stock market improved. However, through April and May, the lack of any bounce in the economy led people to speculate that a declining economic, deflationary environment was possible and that drastic measures might need to be taken to spark the economy. During this time, interest rates declined to historically low levels. It was speculated that the Federal Reserve might drop its overnight funds target to well below 1% and even buy long-term Treasury securities to reduce long-term interest rates. In June, the rates on two-year Treasury notes reached a historical low of 1.08%, down nearly 50 basis points from the beginning of the year. Longer-term interest rates declined even more dramatically. The Fed did eventually lower its overnight target rate to 1.00% in late June. Although this action moved short-term rates to their lowest level yet, the move was not as dramatic as originally expected. At the same time, economic news began to indicate stronger growth, particularly in the capital goods sector. This news led to a rapid increase in long-term interest rates during the summer. While very-short term rates were held stable by the 1.00% overnight Fed Funds target, longer-term rates began to anticipate an eventual tightening by the Federal Reserve. The yield of the two-year note rose to over 2.10% by early September. Since that time, the economy has continued to strengthen and the stock market has risen in step. The bond market has also improved somewhat as the inflationary pressures have not yet reappeared and the Fed has expressed reluctance to raising rates. Ironically, the two-year Treasury note ended the year at roughly 1.60%, the same level as it began the year. In this back and forth interest rate environment, the spread sectors in the fixed-income market continued to outperform. The deleveraging of corporations from the prior few years and the gradually improving economy helped narrow credit spreads to levels not 3 seen since 1997. This spread narrowing was particularly noteworthy in lesser quality names such as those rated BBB and below. The performance of the Fund was helped during the year by its use of high quality spread paper and its ability to extend beyond the technical limits of money-market funds. High quality spread paper, such as corporate notes and asset-backed securities, will continue to represent a major portion of the Fund in the coming year. By strategy, the duration of the Fund is relatively long compared to its benchmark. This longer duration combined with a steep yield curve did enable the fund to benefit from higher long-term yields. We would also like to note that as of March 31, 2003, portfolio management of STAR changed from David Hertan to Laurie Carroll and Johnson Moore. As you may recall, as of July 1, Standish Mellon in Boston combined with two affiliates within Mellon: Mellon Bond Associates and Certus Asset Advisors. STAR had been managed by Mr. Hertan from the Boston office. In conjunction with the combination, all short term asset management was relocated in the Pittsburgh office, under Ms. Carroll and Mr. Moore. We remain committed to our disciplined approach with high quality fundamental research to generate the strong relative returns we have achieved in the past. We appreciate the continued support of our shareholders. Sincerely, /s/ Laurie A. Carroll /s/ Johnson S. Moore Laurie A. Carroll Johnson S. Moore 4 - -------------------------------------------------------------------------------- Mellon Institutional Funds Investment Trust Standish Mellon Short-Term Asset Reserve (STAR) Fund Comparison of Change in Value of $100,000 Investment in Standish Mellon STAR Fund and iMoneyNet Fund Average [The following data was represented as a line chart in the printed material]. Standish Mellon iMoney Net STAR Fund Fund Average 1989 100,000 100,000 100,560 100,710 101,009 101,365 101,575 102,135 102,728 102,901 103,757 103,704 105,161 104,461 106,391 105,223 106,278 105,970 106,956 106,691 108,206 107,438 108,913 108,147 109,501 108,871 1990 109,761 109,590 110,428 110,237 110,970 110,953 111,337 111,652 112,731 112,378 113,817 113,086 114,949 113,821 115,465 114,549 116,300 115,248 116,937 115,974 118,165 116,670 119,335 117,382 1991 120,206 118,074 120,963 118,653 121,844 119,270 122,886 119,842 123,546 120,406 124,239 120,947 125,292 121,504 126,537 122,063 127,503 122,588 128,682 123,115 129,663 123,595 130,565 124,077 1992 130,399 124,511 131,009 124,885 131,662 125,284 132,429 125,660 133,401 126,012 134,413 126,365 134,473 126,719 135,204 127,048 136,021 127,353 135,327 127,659 135,244 127,952 136,240 128,259 1993 137,415 128,567 138,294 128,837 138,831 129,133 139,604 129,418 139,687 129,702 140,364 129,988 140,805 130,274 141,601 130,560 142,054 130,847 142,478 131,148 142,710 131,437 143,169 131,739 1994 143,964 132,042 143,724 132,319 143,251 132,637 143,012 132,969 143,092 133,354 143,337 133,754 144,276 134,182 144,892 134,612 145,206 135,069 145,671 135,569 145,802 136,084 146,413 136,642 1995 147,434 137,243 148,614 137,820 149,439 138,468 150,389 139,105 151,765 139,758 152,612 140,387 153,377 141,047 154,147 141,682 154,978 142,291 155,978 142,917 156,901 143,532 157,907 144,163 1996 159,007 144,783 159,186 145,333 159,620 145,915 160,210 146,484 160,810 147,011 161,712 147,584 162,403 148,190 163,107 148,797 164,148 149,392 165,370 150,005 166,243 150,605 166,779 151,222 1997 167,583 151,842 168,015 152,404 168,416 153,029 169,462 153,656 170,552 154,302 171,452 154,934 172,559 155,601 173,241 156,270 174,352 156,910 175,312 157,585 175,826 158,247 176,678 158,927 1998 177,954 159,611 178,451 160,233 179,379 160,922 180,149 161,582 181,018 162,261 181,880 162,926 182,756 163,627 184,161 164,330 185,172 165,004 185,806 165,664 185,905 166,293 186,840 166,942 1999 187,936 167,576 188,058 168,129 189,309 168,751 190,143 169,359 190,527 169,969 191,110 170,564 191,676 171,212 192,170 171,879 193,069 172,550 193,891 173,240 194,704 173,933 195,457 174,681 2000 196,228 175,432 197,602 176,151 198,569 176,944 199,453 177,740 200,362 178,593 201,902 179,451 203,016 180,366 204,266 181,286 205,634 182,174 205,420 183,103 207,526 184,000 208,992 184,939 2001 211,567 185,826 212,710 186,570 214,072 187,335 212,830 188,028 213,987 188,667 214,658 189,233 216,567 189,782 217,853 190,313 219,907 190,751 221,242 191,151 221,523 191,476 221,827 191,744 2002 222,168 191,994 222,350 192,205 221,668 192,436 222,983 192,666 223,608 192,878 224,519 193,071 225,441 193,284 226,219 193,496 227,324 193,690 227,627 193,883 227,901 194,058 228,801 194,213 2003 229,105 194,349 229,612 194,466 229,990 194,582 230,338 194,699 230,799 194,835 231,122 194,952 230,475 194,855 230,544 194,933 231,558 195,011 231,280 195,089 231,442 195,167 232,206 195,245 ----------------------------- Average Annual Total Return (for period ended 12/31/2003) ----------------------------- Since Inception 1 Year 3 Year 5 Year 10 Year 01/03/1989 ------ ------ ------ ------- ---------- 1.48% 3.57% 4.44% 4.95% 5.78% ----------------------------- Must be preceded or accompanied by a prospectus which contains more complete information and should be read carefully before investing. Copyright 2003, Mellon Funds Distributor, L.P. Member, NASD. The investment return and principal value of an investment will fluctuate, and an investor's shares, when redeemed, may be worth more or less than their original cost. Past performance is not predictive of future performance. - -------------------------------------------------------------------------------- 5 MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST STANDISH MELLON SHORT-TERM ASSET RESERVE FUND STATEMENT OF ASSETS AND LIABILITIES DECEMBER 31, 2003 - -------------------------------------------------------------------------------- ASSETS Investment in Standish Mellon Short-Term Asset Reserve Portfolio ("Portfolio"), at value (Note 1A) $141,855,980 Receivable for Fund shares sold 41,200 Prepaid expenses 10,007 ------------ Total assets 141,907,187 LIABILITIES Payable for Fund shares redeemed $ 131 Distributions payable 51,288 Accrued accounting, custody and transfer agent fees 3,767 Accrued trustees' fees and expenses (Note 2) 500 Accrued expenses and other liabilities 14,907 ------- Total liabilities 70,593 ------------ NET ASSETS $141,836,594 ============ NET ASSETS CONSIST OF: Paid-in capital $144,080,754 Accumulated net realized loss (2,449,299) Distributions in excess of net investment income (33,067) Net unrealized appreciation 238,206 ------------ TOTAL NET ASSETS $141,836,594 ============ SHARES OF BENEFICIAL INTEREST OUTSTANDING 7,280,850 ============ NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE (Net Assets/Shares outstanding) $ 19.48 ============ The accompanying notes are an integral part of the financial statements. 6 MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST STANDISH MELLON SHORT-TERM ASSET RESERVE FUND STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2003 - -------------------------------------------------------------------------------- INVESTMENT INCOME (NOTE 1B) Interest income allocated from Portfolio $3,483,663 Expenses allocated from Portfolio (638,470) ---------- Net investment income allocated from Portfolio 2,845,193 EXPENSES Accounting, custody, and transfer agent fees $ 41,725 Legal and audit services 29,036 Registration fees 17,810 Trustees' fees and expenses (Note 2) 2,000 Insurance expense 1,435 Miscellaneous 12,167 --------- Total expenses 104,173 Deduct: Reimbursement of Fund operating expenses (Note 2) (101,180) --------- Net expenses 2,993 ---------- Net investment income 2,842,200 ---------- REALIZED AND UNREALIZED GAIN (LOSS) Net realized gain allocated from Portfolio on: Investment security transactions 345,564 Financial futures contracts 163,705 --------- Net realized gain 509,269 Change in unrealized appreciation (depreciation) allocated from Portfolio on: Investment securities (654,182) Financial futures contracts (100,342) --------- Change in net unrealized appreciation (depreciation) (754,524) ---------- Net realized and unrealized loss on investments (245,255) ---------- NET INCREASE IN NET ASSETS FROM OPERATIONS $2,596,945 ========== The accompanying notes are an integral part of the financial statements. 7 MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST STANDISH MELLON SHORT-TERM ASSET RESERVE FUND STATEMENTS OF CHANGES IN NET ASSETS - -------------------------------------------------------------------------------- YEAR ENDED YEAR ENDED DECEMBER 31, 2003 DECEMBER 31, 2002 ----------------- ----------------- INCREASE (DECREASE) IN NET ASSETS FROM INVESTMENT OPERATIONS Net investment income $ 2,842,200 $ 4,382,028 Net realized gain 509,269 729,932 Change in net unrealized appreciation (depreciation) (754,524) (433,362) ------------- ------------- Net increase in net assets from investment operations 2,596,945 4,678,598 ------------- ------------- DISTRIBUTIONS TO SHAREHOLDERS (NOTE 1C) From net investment income (3,213,940) (4,545,684) ------------- ------------- Total distributions to shareholders (3,213,940) (4,545,684) ------------- ------------- FUND SHARE (PRINCIPAL) TRANSACTIONS (NOTE 4) Net proceeds from sale of shares 153,359,955 147,542,518 Value of shares issued to shareholders in payment of distributions declared 2,836,562 3,926,750 Cost of shares redeemed (160,362,595) (138,921,633) ------------- ------------- Net increase (decrease) in net assets from Fund share transactions (4,166,078) 12,547,635 ------------- ------------- TOTAL INCREASE (DECREASE) IN NET ASSETS (4,783,073) 12,680,549 NET ASSETS At beginning of year 146,619,667 133,939,118 ------------- ------------- At end of year (including distributions in excess of net investment income of $33,067 and undistributed net investment income of $101,604, respectively) $ 141,836,594 $ 146,619,667 ============= ============= The accompanying notes are an integral part of the financial statements. 8 MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST STANDISH MELLON SHORT-TERM ASSET RESERVE FUND FINANCIAL HIGHLIGHTS - -------------------------------------------------------------------------------- YEAR ENDED DECEMBER 31, ------------------------------------------------ 2003 2002 2001(A) 2000 1999 -------- -------- -------- -------- -------- NET ASSET VALUE, BEGINNING OF YEAR $ 19.55 $ 19.55 $ 19.36 $ 19.23 $ 19.44 -------- -------- -------- -------- -------- FROM INVESTMENT OPERATIONS: Net investment income*(1) 0.31 0.58 0.95 1.15 1.08 Net realized and unrealized gain (loss) on investments (0.04) 0.03 0.21 0.13 (0.21) -------- -------- -------- -------- -------- Total from investment operations 0.27 0.61 1.16 1.28 0.87 -------- -------- -------- -------- -------- LESS DISTRIBUTIONS TO SHAREHOLDERS: From net investment income (0.34) (0.61) (0.97) (1.15) (1.08) -------- -------- -------- -------- -------- Total distributions to shareholders (0.34) (0.61) (0.97) (1.15) (1.08) -------- -------- -------- -------- -------- NET ASSET VALUE, END OF YEAR $ 19.48 $ 19.55 $ 19.55 $ 19.36 $ 19.23 ======== ======== ======== ======== ======== TOTAL RETURN+ 1.48% 3.14% 6.14% 6.94% 4.61% RATIOS/SUPPLEMENTAL DATA: Expenses (to average daily net assets)* 0.36% 0.36% 0.36% 0.36% 0.35% Net Investment Income (to average daily net assets)* 1.60% 2.99% 4.89% 6.07% 5.60% Net Assets, End of Year (000's omitted) $141,837 $146,620 $133,939 $183,858 $301,965 - ----------------- * For the periods indicated, the investment adviser voluntarily agreed to reimburse the Fund for a portion of its operating expenses. If this voluntary action had not been taken, the investment income per share and ratios would have been: Net investment income per share(1) $ 0.30 $ 0.56 $ 0.94 $ 1.15 N/A Ratios (to average daily net assets): Expenses 0.43% 0.46% 0.41% 0.38% N/A Net investment income 1.53% 2.89% 4.84% 6.05% N/A (a) Through its investment in the Portfolio, the Fund has adopted the provisions of the revised AICPA Audit and Accounting Guide for Investment Companies effective January 1, 2001 and began amortizing premium and discount on all debt securities on an effective yield basis. The effect of this change for the year ended December 31, 2001 was to increase net investment income per share by $0.001, decrease net realized and unrealized gains and losses per share by $0.001 and increase the ratio of net investment income to average net assets by less than 0.01%. Per share data and ratios/supplemental data for the periods prior to January 1, 2001 have not been restated to reflect this change in presentation. (1) Calculated based on average shares outstanding. + Total return would have been lower in the absence of expense waivers. The accompanying notes are an integral part of the financial statements. 9 MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST STANDISH MELLON SHORT-TERM ASSET RESERVE FUND NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- (1) SIGNIFICANT ACCOUNTING POLICIES: Mellon Institutional Funds Investment Trust (the "Trust") is organized as a Massachusetts business trust and is registered under the Investment Company Act of 1940, as amended, as an open-end, management investment company. Standish Mellon Short-Term Asset Reserve Fund (the "Fund") is a separate diversified investment series of the Trust. The objective of the Fund is to achieve a high level of current income consistent with preserving principal and liquidity. The Fund seeks to achieve its objective by investing all of its investable assets in an interest of the Standish Mellon Short-Term Asset Reserve Portfolio (the "Portfolio"), a subtrust of Mellon Institutional Funds Master Portfolio (the "Portfolio Trust"), which is organized as a New York trust and which has the same investment objective as the Fund. The Portfolio seeks to achieve its objective by investing, under normal circumstances, at least 80% of net assets in dollar-denominated money market instruments, short-term fixed income securities and asset-backed securities of U.S. and foreign governments, banks and companies. The value of the Fund's investment in the Portfolio reflects the Fund's proportionate interest in the net assets of the Portfolio (approximately 100% at December 31, 2003). The performance of the Fund is directly affected by the performance of the Portfolio. The financial statements of the Portfolio are included elsewhere in this report and should be read in conjunction with the Fund's financial statements. On June 21, 2003, by vote of the Trustees, the name of the Standish Short-Term Asset Reserve Fund was changed to Standish Mellon Short-Term Asset Reserve Fund. In addition, the Declaration of Trust was amended to change the name of the Trust from Standish, Ayer & Wood Investment Trust to Mellon Institutional Funds Investment Trust. The name changes became effective July 1, 2003. The following is a summary of significant accounting policies followed by the Fund in the preparation of its financial statements. The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates. A. INVESTMENT SECURITY VALUATIONS The Fund records its investment in the Portfolio at value. The method by which the Portfolio values its securities is discussed in Note 1A of the Portfolio's Notes to Financial Statements, which are included elsewhere in this report. B. SECURITIES TRANSACTIONS AND INCOME Securities transactions are recorded as of the trade date. Currently, the Fund's net investment income consists of the Fund's pro rata share of the net investment income of the Portfolio, less all actual and accrued expenses of the Fund determined in accordance with accounting principles generally accepted in the United States of America. All realized and unrealized gains and losses of the Portfolio are allocated pro rata among the investors in the Portfolio. C. DISTRIBUTIONS TO SHAREHOLDERS Distributions to shareholders are recorded on the ex-dividend date. Dividends from net investment income will be declared daily and distributed monthly. The Fund's dividends from short-term and long-term capital gains, if any, after reduction of capital losses will be declared and distributed at least annually. In determining the amounts of its dividends, the Fund will take into account its share of the income, gains or losses, expenses, and any other tax items of the Portfolio. Dividends from net investment income and distributions from capital gains, if any, are reinvested in additional shares of the Fund unless a shareholder elects to receive them in cash. Income and capital gain distributions are determined in accordance with income tax regulations which may differ from accounting principles generally accepted in the United States of America. These differences, which may result in distribution reclassifications, are primarily due to differing treatments for capital loss carryforwards and amortization and/or accretion of premiums and discounts on certain securities. 10 MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST STANDISH MELLON SHORT-TERM ASSET RESERVE FUND NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- Permanent book and tax basis differences relating to shareholder distributions will result in reclassifications to undistributed net investment income, accumulated net realized gain (loss) and paid in capital. Undistributed net investment income and accumulated net realized gain (loss) on investments and foreign currency transactions may include temporary book and tax basis differences which will reverse in a subsequent period. Any taxable income or gain remaining at fiscal year end is distributed in the following year. D. EXPENSES The majority of expenses of the Trust are directly identifiable to an individual fund. Expenses which are not readily identifiable to a specific fund are allocated taking into consideration, among other things, the nature and type of expense and the relative size of the funds. E. COMMITMENTS AND CONTINGENCIES In the normal course of business, the Fund may enter into contracts and agreements that contain a variety of representations and warranties, which provide general indemnifications. The maximum exposure to the Fund under these arrangements is unknown, as this would involve future claims that may be made against the Fund that have not yet occurred. However, based on experience, the Fund expects the risks of loss to be remote. (2) INVESTMENT ADVISORY FEE: The Fund does not directly pay any investment advisory fees, but indirectly bears its pro rata share of the compensation paid by the Portfolio to Standish Mellon Asset Management Company LLC ("Standish Mellon"), a wholly-owned subsidiary of Mellon Financial Corporation, for such services. See Note 2 of the Portfolio's Notes to Financial Statements which are included elsewhere in this report. Standish Mellon voluntarily agreed to limit the total operating expenses of the Fund and its pro rata share of the Portfolio expenses (excluding brokerage commissions, taxes and extraordinary expenses) to 0.36% of the Fund's average daily net assets for the year ended December 31, 2003. Pursuant to this agreement, for the year ended December 31, 2003, Standish Mellon voluntarily reimbursed the Fund for $101,180 of its operating expenses. This agreement is voluntary and temporary and may be discontinued or revised by Standish Mellon at any time. No director, officer or employee of Standish Mellon or its affiliates receives any compensation from the Trust or the Fund for serving as an officer or Trustee of the Trust. The Trust pays each Trustee who is not a director, officer or employee of Standish Mellon or its affiliates an annual fee and a per meeting fee as well as reimbursement for travel and out of pocket expenses. In addition, the Trust pays the legal fees for the independent counsel of the Trustees. (3) INVESTMENT TRANSACTIONS: Increases and decreases in the Fund's investment in the Portfolio for the year ended December 31, 2003, aggregated $153,343,305 and $160,857,552, respectively. 11 MELLON INSTITUTIONAL FUNDS INVESTMENT TRUST STANDISH MELLON SHORT-TERM ASSET RESERVE FUND NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- (4) SHARES OF BENEFICIAL INTEREST: The Declaration of Trust permits the Trustees to issue an unlimited number of full and fractional shares of beneficial interest having a par value of one cent per share. Transactions in Fund shares were as follows: YEAR ENDED YEAR ENDED DECEMBER 31, 2003 DECEMBER 31, 2002 -------------------- -------------------- Shares sold 7,856,671 7,582,039 Shares issued to shareholders in payment of distributions declared 145,331 201,591 Shares redeemed (8,221,254) (7,133,587) ---------- ---------- Net increase (decrease) (219,252) 650,043 ========== ========== At December 31, 2003, two shareholders held of record approximately 25% and 15% of the total outstanding shares of the Fund. Investment activity of these shareholders could have a material impact on the Fund. A significant portion of the Fund's shares represent investments by fiduciary accounts over which Standish Mellon and its affiliates have either sole or joint investment discretion. (5) FEDERAL TAXES: As a regulated investment company qualified under Subchapter M of the Internal Revenue Code, the Fund is not subject to income taxes to the extent that it distributes substantially all of its taxable income for its fiscal year. As of December 31, 2003, the components of distributable earnings on a tax basis were as follows: AMOUNT ----------- Undistributed ordinary income $ 170,610 Accumulated losses (2,449,299) At December 31, 2003, the Fund, for federal income tax purposes, had capital loss carryovers which will reduce the Fund's taxable income arising from net realized gain on investments, if any, to the extent permitted by the Internal Revenue Code and thus will reduce the amount of distributions to shareholders which would otherwise be necessary to relieve the Fund of any liability for federal income tax. Such capital loss carryovers are as follows: CAPITAL LOSS CARRY OVER EXPIRATION DATE ------------ --------------- $277,757 12/31/2004 381,998 12/31/2005 80,787 12/31/2006 848,377 12/31/2007 816,280 12/31/2008 The tax character of distributions paid during the fiscal year ended December 31, 2003, was as follows: Distributions paid from: Ordinary income $3,213,940 See corresponding master portfolio for tax basis unrealized appreciation/(depreciation) information. 12 REPORT OF INDEPENDENT AUDITORS To the Trustees of Mellon Institutional Funds Investment Trust and the Shareholders of Standish Mellon Short-Term Asset Reserve Fund: In our opinion, the accompanying statement of assets and liabilities and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Mellon Institutional Funds Investment Trust: Standish Mellon Short-Term Asset Reserve Fund (formerly, Standish Short-Term Asset Reserve Fund) (the "Fund"), at December 31, 2003, and the results of its operations, the changes in its net assets and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included correspondence with the custodian, provide a reasonable basis for our opinion. PricewaterhouseCoopers LLP Boston, Massachusetts February 20, 2004 13 MELLON INSTITUTIONAL FUNDS MASTER PORTFOLIO STANDISH MELLON SHORT-TERM ASSET RESERVE PORTFOLIO SCHEDULE OF INVESTMENTS - DECEMBER 31, 2003 - -------------------------------------------------------------------------------- EXPECTED MATURITY PAR VALUE SECURITY RATE (UNAUDITED) MATURITY VALUE (NOTE 1A) - ---------------------------------------------------------------------------------------------------------- BONDS AND NOTES -- 94.8% ASSET BACKED -- 38.3% American Express Master Trust 2001-1 A(a) 1.253% 10/23/2004 09/15/2005 $ 680,000 $ 680,012 American Express Master Trust 2002-1 A(a) 1.233% 01/23/2005 12/15/2005 2,735,000 2,736,207 BMW Vehicle Owner Trust 2002-A A3 3.800% 11/25/2004 05/25/2006 2,331,385 2,355,016 Capital Auto Receivables Asset Trust 2002-2 A3 3.820% 12/15/2004 07/15/2005 3,035,530 3,064,251 Capital One Master Trust 2002-3A A(a) 1.190% 04/21/2005 02/15/2008 3,980,000 3,965,124 Chase Credit Card Master Trust 2002-2 A(a) 1.213% 03/23/2005 07/16/2007 3,510,000 3,510,061 Chase Funding Mortgage Loan Asset Backed 2003-3 2A2(a) 1.389% 10/30/2006 04/25/2033 1,900,000 1,902,343 Chase Manhattan Auto Owner Trust 2001-A A3 4.550% 04/15/2004 08/15/2005 369,287 371,000 Chase Manhattan Auto Owner Trust 2002-A A3 3.490% 09/15/2004 03/15/2006 447,578 451,364 Chase Manhattan Auto Owner Trust 2002-B A3 3.580% 12/15/2004 05/15/2006 1,269,315 1,282,166 Citibank Credit Card Issuance Trust 2002-A5 A5(a) 1.210% 09/21/2005 09/17/2007 4,080,000 4,080,341 Daimler Chrysler Master Owner Trust 2002-A A(a) 1.223% 05/24/2005 05/15/2007 3,950,000 3,950,069 Discover Card Master Trust I 1995-1 A(a) 1.443% 08/29/2004 02/16/2007 3,000,000 3,003,092 Discover Card Master Trust I 2000-5 A(a) 1.343% 05/24/2005 11/15/2007 725,000 726,215 First USA Credit Card Master Trust 1997-2 A(a) 1.250% 05/23/2004 01/17/2007 2,440,000 2,439,993 Fleet Credit Card Master Trust II 2001-C A 3.860% 09/15/2004 03/15/2007 2,725,000 2,770,952 Ford Credit Auto Owner Trust 2002-A A3B(a) 1.283% 06/06/2004 01/15/2006 1,376,762 1,376,898 Gracechurch Card Funding PLC 4 A(a) 1.213% 06/21/2006 06/15/2008 2,000,000 2,000,312 Honda Auto Receivables Owner Trust 2002-1 A3 3.500% 09/15/2004 10/17/2005 1,781,515 1,795,949 MBNA Credit Card Master Trust 2001-A4 A(a) 1.293% 09/20/2004 02/15/2007 2,440,000 2,440,741 MBNA Master Credit Card Trust 1999-H A(a) 1.360% 04/20/2004 09/15/2006 1,500,000 1,500,493 Nissan Auto Receivable Owner Trust 2002-A A3 3.580% 08/15/2004 09/15/2005 2,027,816 2,042,451 Residential Asset Securities Corp. 1998-KS3 AI6(a) 1.641% 03/08/2005 10/25/2029 564,972 566,788 Residential Asset Securities Corp. 2001-KS2 AI3 5.751% 02/25/2004 03/25/2027 318,507 318,715 SLMA Student Loan Trust 2002-4 A2(a) 1.200% 12/13/2004 12/15/2009 2,222,533 2,222,871 The Money Store Home Equity Trust 1998-B AF6 6.315% 05/15/2004 07/15/2026 169,697 170,921 Toyota Auto Receivables Owner Trust 2001-C A3(a) 1.233% 03/07/2004 12/15/2005 133,424 133,422 Toyota Auto Receivables Owner Trust 2002-A A3(a) 1.180% 10/15/2004 01/16/2006 461,171 461,115 Toyota Auto Receivables Owner Trust 2003-B A3(a) 1.150% 10/29/2005 08/15/2007 2,000,000 1,999,691 ------------ Total Asset Backed (Cost $54,479,311) 54,318,573 ------------ COLLATERALIZED MORTGAGE OBLIGATIONS -- 2.9% Mound Financing PLC 3A A1-1(a) 1.310% 02/13/2006 02/08/2008 2,500,000 2,501,563 Permanent Financing PLC 1 3A(a) 1.295% 12/14/2005 06/10/2007 1,490,000 1,490,745 ------------ Total Collateralized Mortgage Obligations (Cost $3,990,000) 3,992,308 ------------ CORPORATE -- 44.0% BANKING -- 8.8% CS First Boston (USA), Inc. Notes MTN(a) 1.420% 06/19/2006 06/19/2006 2,000,000 2,003,306 First Union Corp.(a) 1.520% 03/31/2005 1,550,000 1,555,937 National City Bank(a) 1.210% 01/03/2005 2,000,000 2,000,578 National City Bank of Indiana(a) 1.248% 09/16/2005 440,000 440,300 US Bancorp Notes MTN 2.625% 03/15/2006 500,000 504,631 US Bank NA Senior Notes(a) 1.340% 06/14/2005 570,000 571,553 Wachovia Corp. Senior Notes(a) 1.526% 08/19/2004 1,680,000 1,684,506 The accompanying notes are an integral part of the financial statements. 14 MELLON INSTITUTIONAL FUNDS MASTER PORTFOLIO STANDISH MELLON SHORT-TERM ASSET RESERVE PORTFOLIO SCHEDULE OF INVESTMENTS - DECEMBER 31, 2003 - -------------------------------------------------------------------------------- EXPECTED MATURITY PAR VALUE SECURITY RATE (UNAUDITED) MATURITY VALUE (NOTE 1A) - ---------------------------------------------------------------------------------------------------------- BANKING (CONTINUED) Wells Fargo Financial Senior Notes(a) 1.240% 09/12/2005 $2,700,000 $ 2,703,718 Zions Bancorp Senior Notes 2.700% 05/01/2006 1,000,000 1,004,887 ------------ 12,469,416 ------------ CONSUMER CYCLICAL -- 2.1% Diageo Capital PLC 6.125% 08/15/2005 2,000,000 2,128,538 Diageo PLC 7.125% 09/15/2004 830,000 862,685 ------------ 2,991,223 ------------ CONSUMER NONCYCLICAL -- 2.9% Coca-Cola Enterprises 2.500% 08/01/2004 09/15/2006 1,559,000 1,554,764 Coca-Cola Enterprises 6.625% 08/01/2004 565,000 580,952 General Mills, Inc. 2.625% 10/24/2006 2,000,000 1,989,026 ------------ 4,124,742 ------------ FINANCIAL -- 28.6% Allstate Corp. Senior Notes 7.875% 05/01/2005 1,500,000 1,618,232 Associates Corp. NA Senior Notes 6.200% 05/16/2005 2,350,000 2,496,891 Associates Corp. Senior Notes 6.000% 07/15/2005 2,700,000 2,875,551 Bear Stearns Co., Inc. MTN(a) 1.350% 09/15/2006 2,000,000 1,998,586 CIT Group, Inc. Senior Notes(a) 1.540% 09/22/2006 1,550,000 1,556,118 Caterpillar Financial Service Corp. 6.875% 08/01/2004 820,000 845,691 Caterpillar Financial Service Corp.(a) 1.420% 11/04/2004 3,110,000 3,114,995 Citigroup Global Markets, Inc. MTN(a) 1.320% 06/06/2006 2,000,000 2,003,752 Credit Agricole Indosuez(a) 1.038% 02/28/2005 2,000,000 1,984,000 General Electric Capital Corp. 7.500% 05/15/2005 3,000,000 3,233,181 General Electric Capital Corp. MTN(a) 1.185% 12/15/2004 900,000 900,770 General Electric Capital Corp. MTN(a) 1.295% 12/15/2004 03/15/2005 625,000 626,088 Goldman Sachs Group, Inc. 7.625% 08/17/2005 2,420,000 2,644,954 John Deere Capital Corp. MTN(a) 1.340% 07/11/2005 2,000,000 2,000,922 Merrill Lynch & Co. Notes MTN(a) 1.290% 04/28/2005 2,700,000 2,704,136 Morgan Stanley 6.100% 04/15/2006 1,400,000 1,514,968 Morgan Stanley Dean Witter 7.750% 06/15/2005 2,000,000 2,170,810 Morgan Stanley Dean Witter Senior Notes(a) 1.540% 01/31/2006 620,000 623,977 SLM Corp. Notes MTN(a) 1.310% 01/13/2006 700,000 701,904 SLM Corp. Notes MTN(a) 1.310% 01/13/2006 01/25/2006 2,500,000 2,506,243 Textron Financial Corp. MTN 2.690% 10/03/2006 500,000 496,633 Washington Mutual, Inc.(a) 1.433% 11/03/2005 2,000,000 2,001,230 ------------ 40,619,632 ------------ PUBLIC UTILITY -- 1.6% Alabama Power Co. Senior Notes 4.875% 09/01/2004 560,000 572,954 Carolina Power & Light 5.875% 01/15/2004 1,750,000 1,752,044 ------------ 2,324,998 ------------ Total Corporate (Cost $62,155,156) 62,530,011 ------------ The accompanying notes are an integral part of the financial statements. 15 MELLON INSTITUTIONAL FUNDS MASTER PORTFOLIO STANDISH MELLON SHORT-TERM ASSET RESERVE PORTFOLIO SCHEDULE OF INVESTMENTS - DECEMBER 31, 2003 - -------------------------------------------------------------------------------- EXPECTED MATURITY PAR VALUE SECURITY RATE (UNAUDITED) MATURITY VALUE (NOTE 1A) - ---------------------------------------------------------------------------------------------------------- YANKEE BONDS -- 3.5% HBOS Treasury Services PLC MTN(a) 1.220% 03/14/2005 $2,000,000 $ 2,000,800 Nationwide Building Society 144A Senior Notes(a) 1.235% 07/21/2006 2,000,000 1,999,822 Quebec Province MTN(a) 1.223% 07/02/2004 1,000,000 999,963 ------------ Total Yankee Bonds (Cost $5,000,269) 5,000,585 ------------ U.S. GOVERNMENT AGENCY -- 3.1% PASS THRU SECURITIES -- 3.1% FHLB 2.250% 05/15/2006 2,000,000 2,000,450 FNMA+ 2.125% 04/15/2006 2,250,000 2,249,111 FNMA Discount Note=/= 1.014% 04/02/2004 200,000 199,489 ------------ 4,449,050 ------------ Total U.S. Government Agency (Cost $4,472,302) 4,449,050 ------------ U.S. TREASURY OBLIGATIONS -- 3.0% TREASURY NOTES -- 3.0% U.S. Treasury Note=/= 1.625% 04/30/2004 04/30/2005 3,645,000 3,655,964 U.S. Treasury Note=/= 3.375% 04/30/2004 500,000 503,946 ------------ 4,159,910 ------------ Total U.S. Treasury Obligations (Cost $4,157,872) 4,159,910 ------------ TOTAL BONDS AND NOTES (COST $134,254,910) 134,450,437 ------------ SHORT-TERM INVESTMENTS -- 4.8% COMMERCIAL PAPER -- 4.8% Market Street Funding Corp.=/= 0.990% 01/02/2004 6,883,000 6,882,811 ------------ REPURCHASE AGREEMENTS -- 0.0% Tri-party repurchase agreement dated 12/31/03 with Salomon Smith Barney, Inc. and Investors Bank and Trust Company, due 01/02/04, with a maturity value of $664 and an effective yield of 0.20%, collateralized by a U.S. Government Obligation with a rate of 5.18%, a maturity date of 02/15/26 and an aggregate market value of $678. 664 TOTAL SHORT-TERM INVESTMENTS (COST $6,883,475) 6,883,475 ------------ TOTAL INVESTMENTS -- 99.6% (COST $141,138,385) $ 141,333,912 OTHER ASSETS, LESS LIABILITIES -- 0.4% 522,576 ------------- NET ASSETS -- 100.0% $ 141,856,488 ============= NOTES TO SCHEDULE OF INVESTMENTS: FHLB - Federal Home Loan Bank FNMA - Federal National Mortgage Association MTN - Medium Term Notes SLMA - Student Loan Marketing Association (a) Variable Rate Security; rate indicated is as of 12/31/03. + Denotes all or part of security segregated as collateral (Note 5). =/= Rate noted is yield to maturity. The accompanying notes are an integral part of the financial statements. 16 MELLON INSTITUTIONAL FUNDS MASTER PORTFOLIO STANDISH MELLON SHORT-TERM ASSET RESERVE PORTFOLIO STATEMENT OF ASSETS AND LIABILITIES DECEMBER 31, 2003 - -------------------------------------------------------------------------------- ASSETS Investments, at value (Note 1A) (identified cost, $141,138,385) $141,333,912 Cash 604 Interest receivable 570,038 Prepaid expenses 3,362 ------------ Total assets 141,907,916 LIABILITIES Accrued accounting and custody fees $13,941 Accrued trustees' fees and expenses (Note 2) 6,149 Accrued expenses and other liabilities 31,338 ------ Total liabilities 51,428 ------------ NET ASSETS (APPLICABLE TO INVESTORS' BENEFICIAL INTERESTS) $141,856,488 ============ The accompanying notes are an integral part of the financial statements. 17 MELLON INSTITUTIONAL FUNDS MASTER PORTFOLIO STANDISH MELLON SHORT-TERM ASSET RESERVE PORTFOLIO STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2003 - -------------------------------------------------------------------------------- INVESTMENT INCOME (NOTE 1C) Interest income (including securities lending income of $22,920 (Note 6)) $3,483,674 EXPENSES Investment advisory fee (Note 2) $ 445,824 Accounting and custody fees 138,386 Legal and audit services 33,535 Trustees' fees and expenses (Note 2) 24,605 Insurance expense 13,023 Amortization of organizational expenses (Note 1E) 10 --------- Total expenses 655,383 Deduct: Waiver of investment advisory fee (Note 2) (16,912) --------- Net expenses 638,471 ---------- Net investment income 2,845,203 ---------- REALIZED AND UNREALIZED GAIN (LOSS) Net realized gain Investment security transactions 345,564 Financial futures contracts 163,706 --------- Net realized gain 509,270 Change in unrealized appreciation (depreciation) Investment securities (654,184) Financial futures contracts (100,342) --------- Change in net unrealized appreciation (depreciation) (754,526) ---------- Net realized and unrealized loss (245,256) ---------- NET INCREASE IN NET ASSETS FROM OPERATIONS $2,599,947 ========== The accompanying notes are an integral part of the financial statements. 18 MELLON INSTITUTIONAL FUNDS MASTER PORTFOLIO STANDISH MELLON SHORT-TERM ASSET RESERVE PORTFOLIO STATEMENTS OF CHANGES IN NET ASSETS - -------------------------------------------------------------------------------- YEAR ENDED YEAR ENDED DECEMBER 31, 2003 DECEMBER 31, 2002 ----------------- ----------------- INCREASE (DECREASE) IN NET ASSETS FROM INVESTMENT OPERATIONS Net investment income $ 2,845,203 $ 4,382,044 Net realized gain 509,270 729,933 Change in net unrealized appreciation (depreciation) (754,526) (433,364) ------------ ------------ Net increase in net assets from investment operations 2,599,947 4,678,613 ------------ ------------ CAPITAL TRANSACTIONS Contributions 153,343,305 147,731,049 Withdrawals (160,857,552) (139,693,946) ------------ ------------ Net increase (decrease) in net assets from capital transactions (7,514,247) 8,037,103 ------------ ------------ TOTAL INCREASE (DECREASE) IN NET ASSETS (4,914,300) 12,715,716 NET ASSETS At beginning of year 146,770,788 134,055,072 ------------ ------------ At end of year $141,856,488 $146,770,788 ============ ============ The accompanying notes are an integral part of the financial statements. 19 MELLON INSTITUTIONAL FUNDS MASTER PORTFOLIO STANDISH MELLON SHORT-TERM ASSET RESERVE PORTFOLIO FINANCIAL HIGHLIGHTS - -------------------------------------------------------------------------------- YEAR ENDED DECEMBER 31, ------------------------------------------------ 2003 2002 2001(A) 2000 1999 -------- -------- -------- -------- -------- TOTAL RETURN+ 1.48% 3.14% 6.15% 6.96% 4.64% RATIOS: Expenses (to average daily net assets)* 0.36% 0.36% 0.35% 0.34% 0.32% Net Investment Income (to average daily net assets)* 1.60% 2.99% 4.89% 6.07% 5.62% Portfolio Turnover 113% 160% 174% 70% 86% Net Assets, End of Year (000's omitted) $141,856 $146,771 $134,055 $180,548 $302,244 - ----------------- * For the period indicated, the investment adviser voluntarily agreed not to impose all or a portion of its investment advisory fee and/ or reimbursed the Portfolio for a portion of its operating expenses. If this voluntary action had not been taken, the ratios would have been: Ratios (to average daily net assets): Expenses 0.37% 0.38% N/A N/A N/A Net investment income 1.59% 2.97% N/A N/A N/A (a) The Portfolio has adopted the provisions of the revised AICPA Audit and Accounting Guide for Investment Companies effective January 1, 2001 and begun amortizing premium and discount on all debt securities on an effective yield basis. The effect of this change for the year ended December 31, 2001 was to increase the ratio of the net investment income to average net assets by less than 0.01%. Ratios for the periods prior to January 1, 2001 have not been restated to reflect this change in presentation. + Total return for the Portfolio has been calculated based on the total return for the invested Fund, assuming all distributions were reinvested, and adjusted for the difference in expenses as set out in the notes to the financial statements. Total return would have been lower in the absence of expense waivers. The accompanying notes are an integral part of the financial statements. 20 MELLON INSTITUTIONAL FUNDS MASTER PORTFOLIO STANDISH MELLON SHORT-TERM ASSET RESERVE PORTFOLIO NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- (1) SIGNIFICANT ACCOUNTING POLICIES: Mellon Institutional Funds Master Portfolio (the "Portfolio Trust") was organized as a master trust fund under the laws of the State of New York on January 18, 1996 and is registered under the Investment Company Act of 1940, as amended, as an open-end, management investment company. Standish Mellon Short-Term Asset Reserve Portfolio (the "Portfolio") is a separate diversified investment series of the Portfolio Trust. At December 31, 2003 there was one fund, Standish Mellon Short-Term Asset Reserve Fund (the "Fund") invested in the Portfolio. The value of the Fund's investment in the Portfolio reflects the Fund's proportionate interest in the net assets of the Portfolio. The Fund's proportionate interest at December 31, 2003 was approximately 100%. The objective of the Portfolio is to achieve a high level of current income consistent with preserving principal and liquidity. The Portfolio seeks to achieve its objective by investing, under normal circumstances, at least 80% of net assets in dollar-denominated money market instruments, short-term fixed income securities and asset-backed securities of U.S. and foreign governments, banks and companies. On June 21, 2003, by vote of the Trustees, the name of the Standish Short-Term Asset Reserve Portfolio was changed to Standish Mellon Short-Term Asset Reserve Portfolio. In addition, the Declaration of Trust was amended to change the name of the Trust from Standish, Ayer & Wood Master Portfolio to Mellon Institutional Funds Master Portfolio. The name changes became effective July 1, 2003. The following is a summary of significant accounting policies followed by the Portfolio in the preparation of its financial statements. The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates. A. INVESTMENT SECURITY VALUATIONS Securities for which quotations are readily available are valued at the last sale price, or if no sale price, at the closing bid price in the principal market in which such securities are normally traded. Market quotations are not considered to be readily available for certain debt obligations; such investments are stated at fair value on the basis of valuations furnished by a pricing service or dealers, approved by the Trustees, which determine valuations for normal institutional-size trading units of such securities using methods based on market transactions for comparable securities and variable relationships between securities that are generally recognized by institutional traders. Securities (including illiquid securities) for which quotations are not readily available are valued at their fair value as determined in good faith under consistently applied procedures under the general supervision of the Trustees. Short-term instruments with less than sixty-one days remaining to maturity when acquired by the Portfolio are valued at amortized cost, which approximates market value. If the Portfolio acquires a short-term instrument with more than sixty days remaining to its maturity, it is valued at current market value until the sixtieth day prior to maturity and will then be valued at amortized value based upon the value on such date unless the Trustees determine during such sixty-day period that amortized value does not represent fair value. B. REPURCHASE AGREEMENTS It is the policy of the Portfolio to require the custodian bank to take possession of, to have legally segregated in the Federal Reserve Book Entry System, or to have segregated within the custodian bank's vault, all securities held as collateral in support of repurchase agreement investments. Collateral for certain tri-party repurchase agreements is held at the custodian in a segregated account for the benefit of the Portfolio and the counterparty. Additionally, procedures have been established by the Portfolio to monitor on a daily basis, the market value and accrued interest of the repurchase agreement's underlying investments to ensure the existence of a proper level of collateral. 21 MELLON INSTITUTIONAL FUNDS MASTER PORTFOLIO STANDISH MELLON SHORT-TERM ASSET RESERVE PORTFOLIO NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- C. SECURITIES TRANSACTIONS AND INCOME Securities transactions are recorded as of trade date. Interest income is determined on the basis of interest accrued, adjusted for accretion of discount or amortization of premium using the yield-to-maturity method on long-term debt securities. Realized gains and losses from securities sold are recorded on the identified cost basis. D. INCOME TAXES The Portfolio is treated as a partnership for federal tax purposes. No provision is made by the Portfolio for federal or state taxes on any taxable income of the Portfolio because each investor in the Portfolio is ultimately responsible for the payment of any taxes. Since at least one of the Portfolio's investors is a regulated investment company that invests all or substantially all of its assets in the Portfolio, the Portfolio normally must satisfy the source of income and diversification requirements applicable to regulated investment companies (under the Internal Revenue Code) in order for its investors to satisfy them. The Portfolio allocates at least annually among its investors each investor's distributive share of the Portfolio's net investment income, net realized capital gains, and any other items of income, gain, loss deduction or credit. E. DEFERRED ORGANIZATIONAL EXPENSES Costs incurred by the Portfolio in connection with its organization and initial registration were amortized on a straight-line basis over the five year period since the Portfolio's inception on January 2, 1998. F. COMMITMENTS AND CONTINGENCIES In the normal course of business, the Portfolio may enter into contracts and agreements that contain a variety of representations and warranties, which provide general indemnifications. The maximum exposure to the Portfolio under these arrangements is unknown, as this would involve future claims that may be made against the Portfolio that have not yet occurred. However, based on experience, the Portfolio expects the risks of loss to be remote. (2) INVESTMENT ADVISORY FEE: The investment advisory fee paid to Standish Mellon Asset Management Company LLC ("Standish Mellon") for overall investment advisory and administrative services is paid monthly at the annual rate of 0.25% of the Portfolio's average daily net assets. Standish Mellon voluntarily agreed to limit the Portfolio's total annual operating expenses (excluding brokerage commissions, taxes and extraordinary expenses) to 0.36% of the Portfolio's average daily net assets for the year ended December 31, 2003. Pursuant to this agreement, for the year ended December 31, 2003, Standish Mellon voluntarily did not impose $16,912 of its investment advisory fees. This agreement is voluntary and temporary and may be discontinued or revised by Standish Mellon at any time. No director, officer or employee of Standish Mellon or its affiliates receives any compensation from the Trust or the Portfolio for serving as an officer or Trustee of the Trust. The Trust pays each Trustee who is not a director, officer or employee of Standish Mellon or its affiliates an annual fee and a per meeting fee as well as reimbursement for travel and out of pocket expenses. In addition, the Portfolio Trust pays the legal fees for the independent counsel of the Trustees. 22 MELLON INSTITUTIONAL FUNDS MASTER PORTFOLIO STANDISH MELLON SHORT-TERM ASSET RESERVE PORTFOLIO NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- (3) PURCHASES AND SALES OF INVESTMENTS: Purchases and proceeds from sales of investments, other than short-term obligations, for the year ended December 31, 2003 were as follows: PURCHASES SALES ------------ ------------ U.S. Government Securities $ 91,568,137 $113,005,543 ============ ============ Investments (non-U.S.Government Securities) $618,183,200 $ 63,067,000 ============ ============ (4) FEDERAL TAXES: As a regulated investment company qualified under Subchapter M of the Internal Revenue Code, the Fund is not subject to income taxes to the extent that it distributes substantially all of its taxable income for its fiscal year. The cost and unrealized appreciation (depreciation) in value of the investment securities owned at December 31, 2003, as computed on a federal income tax basis, were as follows: Aggregate Cost $141,138,385 ============ Gross unrealized appreciation 459,919 Gross unrealized depreciation (221,713) ------------ Net unrealized appreciation $ 238,206 ============ (5) FINANCIAL INSTRUMENTS: In general, the following instruments are used for hedging purposes as described below. However, these instruments may also be used to seek to enhance potential gain in circumstances where hedging is not involved. The nature, risks and objectives of these instruments are set forth more fully in the Portfolio Trust's registration statement. The Portfolio may trade the following financial instruments with off-balance sheet risk: OPTIONS Call and put options give the holder the right to purchase or sell a security or currency or enter into a swap arrangement on a future date at a specified price. The Portfolio may use options to seek to hedge against risks of market exposure and changes in security prices and foreign currencies, as well as to seek to enhance returns. Writing puts and buying calls tend to increase the Portfolio's exposure to the underlying instrument. Buying puts and writing calls tend to decrease the Portfolio's exposure to the underlying instrument, or hedge other Portfolio investments. Options, both held and written by the Portfolio, are reflected in the accompanying Statement of Assets and Liabilities at market value. The underlying face amount at value of any open purchased options is shown in the Schedule of Investments. This amount reflects each contract's exposure to the underlying instrument at period end. Losses may arise from changes in the value of the underlying instruments if there is an illiquid secondary market for the contract or if the counterparty does not perform under the contract's terms. Premiums received from writing options which expire are treated as realized gains. Premiums received from writing options which are exercised or are closed are added to or offset against the proceeds or amount paid on the transaction to determine the realized gain or loss. Realized gains and losses on purchased options are included in realized gains and losses on investment securities, except purchased options on foreign currency which are included in realized gains and losses on foreign currency transactions. If a put option written by the Portfolio is exercised, the premium reduces the cost basis of the securities purchased by the Portfolio. The Portfolio, as a writer of an option, has no control over whether the underlying securities may be sold (call) or purchased (put) and as a result bears the market risk of an unfavorable change in the price of the security underlying the written option. 23 MELLON INSTITUTIONAL FUNDS MASTER PORTFOLIO STANDISH MELLON SHORT-TERM ASSET RESERVE PORTFOLIO NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- Exchange traded options are valued at the last sale price, or if no sales are reported, the last bid price for purchased options and the last ask price for written options. Options traded over-the-counter are valued using prices supplied by the dealers. The Portfolio entered into no such transactions during the year ended December 31, 2003. INTEREST RATE FLOORS Interest rate floors purchased by the Portfolio entitle the Portfolio to receive payments on a notional principal amount from the party selling such floor to the extent that a specified index falls below a predetermined interest rate amount. Credit and market risk exist with respect to these instruments. If forecasts of interest rates and other market factors are incorrect, investment performance will diminish compared to what performance would have been if these investment techniques were not used. Even if the forecasts are correct, there are risks that the positions may correlate imperfectly with the asset or liability being hedged, a liquid secondary market may not always exist, or a counterparty to a transaction may not perform. The Portfolio expects to enter these transactions primarily for hedging purposes including, but not limited to, preserving a return or spread on a particular investment or portion of its portfolio, protecting against currency fluctuations, as a duration management technique or protecting against an increase in the price of securities the Portfolio anticipates purchasing at a later date. Interest rate floors are "marked-to-market" daily based on quotations from market makers and the change, if any, is recorded as unrealized appreciation or depreciation in the Statement of Operations. Periodic payments of interest, if any, are reported as additions to interest income in the Statement of Operations. Realized gains or losses from these agreements are disclosed in the Statement of Operations. At December 31, 2003, the Portfolio did not hold any open interest rate floor agreements. FUTURES CONTRACTS The Portfolio may enter into financial futures contracts for the delayed sale or delivery of securities or contracts based on financial indices at a fixed price on a future date. Pursuant to margin requirements the Portfolio deposits either cash or securities in an amount equal to a certain percentage of the contract amount. Subsequent payments are made or received by the Portfolio each day, depending on the daily fluctuations in the value of the underlying security, and are recorded for financial statement purposes as unrealized gains or losses by the Portfolio. There are several risks in connection with the use of futures contracts as a hedging device. The change in value of futures contracts primarily corresponds with the value of their underlying instruments or indices, which may not correlate with changes in the value of hedged investments. Buying futures tends to increase the Portfolio's exposure to the underlying instrument, while selling futures tends to decrease the Portfolio's exposure to the underlying instrument or hedge other investments. In addition, there is the risk that the Portfolio may not be able to enter into a closing transaction because of an illiquid secondary market. Losses may arise if there is an illiquid secondary market or if the counterparty does not perform under the contract's terms. The Portfolio enters into financial futures transactions primarily to seek to manage its exposure to certain markets and to changes in securities prices and foreign currencies. Gains and losses are realized upon the expiration or closing of the futures contracts. Futures contracts are valued at the quoted daily settlement prices established by the exchange on which they trade. At December 31, 2003, the Portfolio held the following financials futures contracts: UNDERLYING FACE CONTRACT POSITION EXPIRATION DATE AMOUNT AT VALUE UNREALIZED GAIN ----------------------------------------------------------------------------------------------- Euro Bond (60 Contracts) Long 3/15/2004 $14,816,250 $ 1,450 Euro Bond (62 Contracts) Long 6/14/2004 15,278,350 16,190 Euro Bond (63 Contracts) Long 9/13/2004 15,473,587 26,460 ------- $44,100 ======= At December 31, 2003, the Portfolio had segregated sufficient cash and/or securities to cover margin requirements on open futures contracts. 24 MELLON INSTITUTIONAL FUNDS MASTER PORTFOLIO STANDISH MELLON SHORT-TERM ASSET RESERVE PORTFOLIO NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- (6) SECURITY LENDING: The Portfolio may lend its securities to financial institutions which the Portfolio deems to be creditworthy. The loans are collateralized at all times with cash or securities with a market value at least equal to the market value of the securities on loan. The market value of securities loaned is determined daily and any additional required collateral is allocated to the Portfolio on the next business day. For the duration of a loan, the Portfolio receives the equivalent of the interest or dividends paid by the issuer on the securities loaned and also receives compensation from the investment of the collateral. As with other extensions of credit, the Portfolio bears the risk of delay in recovery or even loss of rights in its securities on loan should the borrower of the securities fail financially or default on its obligations to the Portfolio. In the event of borrower default, the Portfolio generally has the right to use the collateral to offset losses incurred. The Portfolio may incur a loss in the event it was delayed or prevented from exercising its rights to dispose of the collateral. The Portfolio also bears the risk in the event that the interest and/or dividends received on invested collateral is not sufficient to meet the Portfolio's obligations due on the loans. The Portfolio loaned securities during the year ended December 31, 2003 resulting in security lending income. At December 31, 2003, the Portfolio had no securities on loan. (7) DELAYED DELIVERY TRANSACTIONS: The Portfolio may purchase securities on a when-issued, delayed delivery or forward commitment basis. Payment and delivery may take place a month or more after the date of the transactions. The price of the underlying securities and the date when the securities will be delivered and paid for are fixed at the time the transaction is negotiated. Income on the securities will not be earned until settlement date. The Portfolio instructs its custodian to segregate securities having value at least equal to the amount of the purchase commitment. The Portfolio may enter into to be announced ("TBA") purchase commitments to purchase securities for a fixed unit price at a future date beyond customary settlement time. Although the unit price has been established, the principal value has not been finalized. However, the amount of the commitments will not fluctuate more than 0.01% from the principal amount. The Portfolio holds, and maintains until settlement date, cash or high-grade debt obligations in an amount sufficient to meet the purchase price, or the Portfolio may enter into offsetting contracts for the forward sale of other securities it owns. Income on the securities will not be earned until settlement date. TBA purchase commitments may be considered securities in themselves, and involve a risk of loss if the value of the security to be purchased declines prior to the settlement date, which risk is in addition to the risk of the decline in the value of the Portfolio's other assets. Unsettled TBA purchase commitments are valued at the current market value of the underlying securities, according to the procedures described under "Investment security valuations" above. The Portfolio may enter into TBA sale commitments to hedge its portfolio positions. Proceeds of TBA sale commitments are not received until the contractual settlement date. During the time a TBA sale commitment is outstanding, an offsetting TBA purchase commitment deliverable is held as "cover" for the transaction. Unsettled TBA sale commitments are valued at the current market value of the underlying securities, generally according to the procedures described under "Investment security valuations" above. The contract is 'marked-to-market' daily and the change in market value is recorded by the Portfolio as an unrealized gain or loss. If the TBA sale commitment is closed through the acquisition of an offsetting purchase commitment, the Portfolio realizes a gain or loss from the sale of the securities based upon the unit price established at the date the commitment was entered into. At December 31, 2003, the Portfolio did not have any delayed delivery transactions. 25 REPORT OF INDEPENDENT AUDITORS To the Trustees of Mellon Institutional Funds Master Portfolio and the Investors of Standish Mellon Short-Term Asset Reserve Portfolio: In our opinion, the accompanying statement of asset and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Mellon Institutional Funds Master Portfolio: Standish Mellon Short-Term Asset Reserve Portfolio (the "Portfolio"), at December 31, 2003, and the results of its operations, the changes in its net assets and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Portfolio's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2003, by correspondence with the custodian, provide a reasonable basis for our opinion. PricewaterhouseCoopers LLP Boston, Massachusetts February 20, 2004 26 TRUSTEES AND OFFICERS The following table lists the Trust's trustees and officers; their address and date of birth; their position with the Trust; the length of time holding that position with the Trust; their principal occupation(s) during the past five years; the number of portfolios in the fund complex they oversee; and other directorships they hold in companies subject to registration or reporting requirements of the Securities Exchange Act of 1934 (generally called "public companies") or in registered investment companies as of December 31, 2003. The Trust's Statement of Additional Information includes additional information about the Trust's trustees and is available, without charge, upon request by writing Mellon Institutional Funds at P.O. Box 8585, Boston, MA 02266-8585 or calling toll free 1-800-221-4795. The same persons serve as trustees and officers of the Portfolio Trust in the same capacities. INDEPENDENT TRUSTEES NUMBER OF PRINCIPAL PORTFOLIOS IN OTHER NAME, TERM OF OFFICE OCCUPATION(S) FUND COMPLEX DIRECTORSHIPS ADDRESS, AND POSITION(S) AND LENGTH OF DURING PAST OVERSEEN BY HELD BY DATE OF BIRTH HELD WITH TRUST TIME SERVED 5 YEARS TRUSTEE TRUSTEE - ------------------------------------------------------------------------------------------------------------------------------ Samuel C. Fleming Trustee Trustee since Chairman of the 28 None c/o Decision 11/3/1986 Board and Chief Resources, Inc. Executive Officer, 260 Charles Street Decision Resources, Waltham, MA 02453 Inc. 9/30/40 Caleb Loring III Trustee Trustee since Trustee, Essex 28 None c/o Essex Street 11/3/1986 Street Associates Associates (family investment 400 Essex Street trust office) Beverly, MA 01915 11/14/43 Benjamin M. Friedman Trustee Trustee since William Joseph 28 None c/o Harvard University 9/13/1989 Maier, Professor of Cambridge, MA 02138 Political Economy, 8/5/44 Harvard University John H. Hewitt Trustee Trustee since Trustee, Mertens 28 None P.O. Box 233 11/3/1986 House, Inc. Trustee New London, NH 03257 and Chairman of the 4/11/35 Board, Visiting Nurse Alliance of Vermont & New Hampshire. INTERESTED TRUSTEES NUMBER OF PRINCIPAL PORTFOLIOS IN OTHER NAME, TERM OF OFFICE OCCUPATION(S) FUND COMPLEX DIRECTORSHIPS ADDRESS, AND POSITION(S) AND LENGTH OF DURING PAST OVERSEEN BY HELD BY DATE OF BIRTH HELD WITH TRUST TIME SERVED 5 YEARS OFFICER OFFICER - ------------------------------------------------------------------------------------------------------------------------------ Patrick J. Sheppard Trustee, President Since 2003 Senior Vice 28 None c/o Standish Mellon Asset and Chief President and Chief Management Company LLC, Executive Officer Operating Officer, One Boston Place Mellon Institutional Boston, MA 02108 Asset Management; 7/24/65 formerly Vice President and Chief Financial Officer, Mellon Institutional Asset Management 27 PRINCIPAL OFFICERS WHO ARE NOT TRUSTEES NUMBER OF PRINCIPAL PORTFOLIOS IN OTHER NAME, TERM OF OFFICE OCCUPATION(S) FUND COMPLEX DIRECTORSHIPS ADDRESS, AND POSITION(S) AND LENGTH OF DURING PAST OVERSEEN BY HELD BY DATE OF BIRTH HELD WITH TRUST TIME SERVED 5 YEARS OFFICER OFFICER - ------------------------------------------------------------------------------------------------------------------------------ Barbara A. McCann Secretary Secretary since 2003 Senior Vice 28 None c/o Standish Mellon Asset President and Head Management, of Operations, One Boston Place Mellon Institutional Boston, MA 02108 Asset Management, 2/20/61 formerly First Vice President, Mellon Institutional Asset Management and Mellon Global Investments Steven M. Anderson Vice President and Vice President since Vice President and 28 None c/o Standish Mellon Asset Treasurer 1999; Treasurer Mutual Funds Management, since 2002 Controller, Standish One Boston Place Mellon Asset Boston, MA 02108 Management; formerly 7/14/65 Assistant Vice President and Mutual Funds Controller, Standish Mellon Asset Management Denise B. Kneeland Assistant Vice Since 1996 Vice President and 28 None c/o Standish Mellon Asset President Manager, Mutual Management, Funds Operations, One Boston Place Standish Mellon Boston, MA 02108 Asset Management 8/19/51 Lisa Kane Assistant Vice Since 1999 Vice President and 28 None c/o Standish Mellon Asset President Client Service Management, Professional, One Boston Place Standish Mellon Boston, MA 02108 Asset Management 6/25/70 Cara E. Hultgren, Assistant Vice Since 2001 Assistant Manager, 28 None c/o Standish Mellon Asset President Mutual Fund Management, Operations since One Boston Place 1999; Shareholder Boston, MA 02108 Representative, 1/19/71 Standish Mellon Asset Management Scott Simonds, Assistant Since 2002 Compliance Analyst, 28 None c/o Standish Mellon Asset VicePresident Boston Partners; Management, Fund Accountant, One Boston Place Mellon Financial Boston, MA 02108 Corp. 8/17/60 A description of the policies and procedures that the fund uses to determine how to vote proxies relating to portfolio securities is available (i) without charge, upon request, by calling toll free 1-800-221-4795, (ii) on the fund's website at http://www.melloninstitutionalfunds.com, and (iii) on the Securities and Exchange Commission's website at http://www.sec.gov. 28 [Logo] Mellon -------------------------- Mellon Institutional Funds One Boston Place Boston, MA 02108-4408 800.221.4795 www.melloninstitutionalfunds.com Item 2. Code of Ethics. As of November 25, 2003, the Registrant has adopted a Code of Ethics that applies to the Principal Executive Officer and Principal Financial Officer pursuant to the Sarbanes-Oxley Act of 2002. For the year ended December 31, 2003, there were no amendments to a provision of the Code of Ethics nor were there any waivers granted from a provision of the Code of Ethics. A copy of the Registrant's Code of Ethics is filed with this Form N-CSR under item 10 (a). Item 3. Audit Committee Financial Expert. The Registrant's Board of Trustees has determined that the Registrant has more than one audit committee financial expert serving on its audit committee. The audit committee financial experts serving on the Registrant's audit committee are John Hewitt and Caleb Loring III, both of whom are independent. Item 4. Principal Accountant Fees and Services. (a) AUDIT FEES: The aggregate fees paid and accrued by the Registrant for professional services rendered by its independent auditors, PricewaterhouseCoopers LLP, for the audit of the Registrant's annual financial statements for 2003 and 2002 were $127,776 and $122,495, respectively. (b) AUDIT RELATED FEES: The aggregate fees paid or accrued by the Registrant for audit-related professional services rendered by PricewaterhouseCoopers LLP for 2003 and 2002 were $39,290 and $37,310, respectively. Such services and related fees for 2003 and 2002 included: the preparation of fiscal year end tax provisions and distribution requirements necessary to prepare annual financial statements. (c) TAX FEES: The aggregate fees paid or accrued by the Registrant for professional services rendered by PricewaterhouseCoopers LLP for the review of distributions, asset diversification testing and preparation of tax returns and extensions for 2003 and 2002 were $92,214 and $88,628, respectively. (d) ALL OTHER FEES: No such fees were billed to the Registrant by PricewaterhouseCoopers LLP for 2003 or 2002. (e) (1) AUDIT COMMITTEE PRE-APPROVAL POLICY: The Registrant's audit committee pre-approves all audit and non-audit services to be performed by the Registrant's accountant before the accountant is engaged by the Registrant to perform such services. (e) (2) 100% of the services described in each of paragraphs (b) through (d) of this Item 4 were pre-approved by the Registrant's audit committee before the accountant was engaged by the Registrant to perform such services. (f) Not applicable. (g) The aggregate non-audit fees billed by the Registrant's accountant for services rendered to the Registrant's investment adviser by PricewaterhouseCoopers LLP for 2003 and 2002 were $50,925 and $0, respectively. Services provided in 2003 included consultation and discussions regarding the tax implications resulting from the Registrant's change of custodian and fund administrator, including change in partnership allocation methodology for funds in a master feeder structure and state tax issues concerning domicile of master portfolios. (h) Because all of the non-audit services rendered to the Registrant's investment adviser or any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant were pre-approved by the Registrant's Audit Committee of the Board of Directors and no such non-audit services were not pre-approved, the Audit Committee was not asked to consider whether the provision of non-audit services rendered to the Registrant's investment adviser or any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant which were not pre-approved by the Registrant's Audit Committee is compatible with maintaining the principal accountant's independence. Item 5. Audit Committee of Listed Registrants. Not applicable to this filing. Item 6. [Reserved] Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies. Not applicable to this filing. Item 8. [Reserved] Item 9. Controls and Procedures. (a) The Registrant's Principal Executive Officer and Principal Financial Officer concluded that the Registrant's disclosure controls and procedures are effective based on their evaluation of the Registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this report (the "Evaluation Date"). (b) There were no changes in the Registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act (17 CFR 270.30a-3(d)) that occurred during the Registrant's last fiscal half-year (the Registrant's second fiscal half-year in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting. Item 10. Exhibits. (a)(1) Code of Ethics Described in Item 2 is attached. (a)(2) Certifications of the Principal Executive Officer and Principal Financial Officer of the Registrant as required by Rule 30a-2(a) under the Investment Company Act of 1940 (17 CFR 270.30a-2(a) are attached hereto as Exhibit 99CERT.302 (b) Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 are attached hereto as Exhibit 99CERT.906. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. (Registrant) Mellon Institutional Funds Investment Trust By (Signature and Title): -------------------------------------------- Barbara A. McCann, Vice President and Secretary Date ------------------------------- Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the Registrant and in the capacities, and on the dates indicated. By (Signature and Title): -------------------------------------------- Patrick J. Sheppard, President and Chief Executive Officer Date ------------------------------- By (Signature and Title): -------------------------------------------- Steven M. Anderson, Vice President and Treasurer Date -------------------------------