November 30, 1996
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
9. Acquisition of BayFunds
On July 31, 1996, the Board of Trustees of the Trust and on July 31, 1996
and August 15, 1996 the Board of Trustees of BayFunds approved an
Agreement and Plan of Reorganization (the "Reorganization Agreement")
providing for the transfer of all assets and liabilities of the portfolios of
BayFunds in exchange for the issuance of shares in certain Funds in
tax-free reorganizations (except in the case of the reorganization of
BayFunds U.S. Treasury Money Market Portfolio with the 1784 U.S.
Treasury Money Market Fund and the 1784 Institutional U.S. Treasury
Money Market Fund which did not qualify for tax-free treatment). At a
special meeting of the shareholders held on November 6, 1996, the
shareholders of BayFunds voted to approve the Reorganization Agreement.
Pursuant to the Reorganization Agreement, on November 25, 1996
substantially all of the assets and liabilities of the BayFunds U.S. Treasury
Money Market Portfolio, BayFunds Equity Portfolio, BayFunds Short
Term Yield Portfolio and BayFunds Bond Portfolio were transferred to
certain Funds in exchange for shares of such Fund. In addition, all of the
assets and liabilities of the BayFunds Money Market Portfolio were
transferred to the newly-organized 1784 Prime Money Market Fund. The
details of these reorganizations as they relate to the Funds are described
below.
The following table summarizes certain relevant information of the Funds
prior to and immediately after the reorganizations on November 25, 1996
and December 9, 1996.
Combined
Shares Net Assets
Shares Net Assets Issued in After NAV
BayFunds at 11/22/96 at 11/22/96 1784 Funds Reorganization Reorganization Per Share
U.S. Treasury Money Market Portfolio
Instit. Shares 1,047,875,73 1,047,875,735 Institutional U.S. Treasury M.M. 1,047,875,735 2,061,477,41 1.00
Investment Shares 320,109,970 320,109,970 U.S. Treasury Money Market 320,109,970 424,383,92 1.00
Equity Portfolio
Instit. Shares 6,084,433 90,308,716 Growth 7,697,195 232,770,598 11.73
Investment Shares 2,652,009 39,367,199 Growth 3,355,364 232,770,598 11.73
Short Term Yield Portfolio
Instit. Shares 3,061,193 28,076,910 Short-Term Income 2,783,999 142,633,338 10.09
Investment Shares 1,694,530 15,543,024 Short-Term Income 1,541,097 142,633,338 10.09
Bond Portfolio
Trust Shares 4,543,688 45,727,982 Income 4,474,157 306,880,031 10.22
Investment Shares 547,758 5,512,661 Income 539,376 306,880,031 10.22
Combined
Shares Net Assets
Shares Net Assets Issued in After NAV
BayFund at 12/6/96 at 12/6/96 1784 Fund Reorganization Reorganization Per Share
Money Market
Trust Shares 94,945,689 94,945,452 Prime Money Market -- 139,535,948 1.00
Investment Shares 44,590,608 44,590,496 Prime Money Market -- 139,535,94 1.00
The acquired unrealized appreciation at November 25, 1996 of the BayFund
Equity, Short Term Yield and Bond Portfolios was $43,352,830, $81,551
and $311,988, respectively.
