MUTUAL FUND INVESTMENT TRUST
485APOS, 2000-12-08
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  AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 8, 2000
                                                          FILE NOS.  33-9421
                                                                    811-5526
=============================================================================

                     SECURITIES  AND  EXCHANGE  COMMISSION
                            WASHINGTON, D.C. 20549

                            ----------------------

                                   FORM N-1A

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933       \x\

                          PRE-EFFECTIVE AMENDMENT NO.                      \ \

                        POST-EFFECTIVE AMENDMENT NO. 31                    \x\

                                    AND/OR

        REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940    \x\

                               AMENDMENT NO. 35                            \x\

                               ----------------

             MUTUAL FUND INVESTMENT TRUST (formerly AVESTA Trust)
              (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)


      1211 Avenue of the Americas, 41st Floor
                 New York, New York                                  10036
      (ADDRESS OF PRINCIPAL EXECUTIVE OFFICE)                      (ZIP CODE)


                            --------------------

      REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:  (212) 492-1600

                            --------------------

                            George Martinez, Esq.
                          BISYS Fund Services, Inc.
                              3435 Stelzer Road
                             Columbus, Ohio 43219
                (NAME AND ADDRESS OF AGENT FOR SERVICE)


                                   COPY TO:
                                SARAH COGAN, ESQ.
                          SIMPSON THACHER & BARTLETT
                             425 LEXINGTON AVENUE

                           NEW YORK, NEW YORK 10017


It is proposed that this filing will become effective:


\ \  immediately upon filing pursuant      \ \ on    pursuant to paragraph (b)
     to paragraph (b)

\ \  60 days after filing pursuant to      \ \ on April 30, 1999 pursuant to
     paragraph (a)(1)                          paragraph (a)(1)


                                      1
<PAGE>

\X\  75 days after filing pursuant         \ \ on    pursuant to paragraph
     to paragraph (a)(2)                       (a)(2) of Rule 485

If appropriate, check the following box:

\ \      this post-effective amendment designates a new effective date for a
         previously filed post-effective amendment.

         Registrant has previously elected, pursuant to Rule 24f-2 under the
Investment Company Act of 1940, to register an indefinite number of units of
beneficial interest for sale under the Securities Act of 1933.  Registrant's
Rule 24f-2 Notice for the fiscal year 1999 was filed on or about March 21, 2000.
================================================================================


                                      2
<PAGE>

-------------------------------------------------------------------------------
SUBJECT TO COMPLETION--___________, 2000
-------------------------------------------------------------------------------

Chase Funds

THIS PROSPECTUS OFFERS:
CLASS A, CLASS B AND CLASS C SHARES

CHASE VISTA H&Q IPO &
EMERGING COMPANY
FUND


This Securities and Exchange Commission has not approved or disapproved these
securities or determined if this prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.

[CHASE LOGO]
THE RIGHT RELATIONSHIP IS EVERYTHING.

RHCE-1-1100

The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. The prospectus is not an offer
to sell these securities and is not soliciting an offer to buy these securities
in any state where the offer or sale is not permitted.
<PAGE>

<TABLE>
<S>                                <C>
 CHASE VISTA H&Q IPO
 & EMERGING COMPANY FUND                    1

---------------------------------------------

 THE FUND'S INVESTMENT ADVISER             34

---------------------------------------------

 HOW YOUR ACCOUNT WORKS                    36

---------------------------------------------

 ABOUT SALES CHARGES                       36

 BUYING FUND SHARES                        38

 SELLING FUND SHARES                       40

 EXCHANGING FUND SHARES                    40

 OTHER INFORMATION CONCERNING THE FUND     41

 DISTRIBUTION ARRANGEMENTS                 42

 DISTRIBUTIONS AND TAXES                   42

 SHAREHOLDER SERVICES                      43

---------------------------------------------

 WHAT THE TERMS MEAN                       45

---------------------------------------------

 HOW TO REACH US                   Back cover

---------------------------------------------
</TABLE>
<PAGE>

--------------------------------------------------------------------------------
CHASE VISTA H&Q IPO & EMERGING COMPANY FUND
--------------------------------------------------------------------------------

[START SIDEBAR]

Investment Objective

         Chase Vista H&Q IPO Fund's objective is capital appreciation.

Main Investment Strategy

         Chase Vista H&Q IPO Fund seeks to achieve its goal by investing, under
normal market conditions, at least 65% of its assets in a diversified portfolio
of common stocks acquired as part of, or within 18 months after, a company's
initial public offering and traded on the New York Stock Exchange, American
Stock Exchange or NASDAQ National Market. The common stocks of these emerging
companies will be referred to generally in this Combined Prospectus/Proxy
Statement as IPOs.

         Symphony, the sub-adviser to Chase Vista H&Q IPO Fund, has developed a
quantitative model which tracks historical IPO performance. At the time of an
initial public offering, Symphony will purchase IPO shares that meet certain
minimum quantitative criteria for offering size, issuer market capitalization
and lead underwriter, among other factors. Symphony will attempt to purchase
these shares directly from the underwriters, at the offering price. If shares
cannot be obtained at the offering price, they will be purchased in the
secondary market. For a period of up to 18 months after an initial public
offering of shares, Symphony will also purchase such IPO shares based upon the
above criteria and certain aftermarket criteria, such as analyst ratings, price,
performance, valuation relative to the industry and insider activity. IPO shares
held by Chase Vista H&Q IPO Fund will be sold based upon similar aftermarket
criteria. Chase Vista H&Q IPO Fund normally expects to sell most of its IPO
holdings within a year of purchase. When making investment decisions, the
Symphony will employ qualitative, as well as quantitative, techniques and will
emphasize issuers with growth characteristics.

         When Symphony believes that the number or quality of IPOs available for
Chase Vista H&Q IPO Fund investment is inadequate, Symphony intends to invest in
futures contracts or participations based on equity indexes, such as the S&P
500-Registered Trademark-Index, Russell 2000-Registered Trademark- Index or
Wilshire 4500-Registered Trademark- Index. Symphony may also purchase non-IPO
equity securities (including common stocks, preferred stocks, convertible
securities and warrants) issued primarily by companies which have
capitalizations of $1 billion or less at the time of investment. Pending
investment and to provide liquidity for redemptions, Chase Vista H&Q IPO Fund
may also hold its assets in cash and cash equivalent instruments, such as money
market mutual funds, Treasury bills, commercial paper and repurchase agreements.
Chase Vista H&Q IPO Fund's investment in assets other than IPOs will, in normal
circumstances, be limited to 35% of its assets. Chase Vista H&Q IPO Fund may not
achieve its investment objective during periods when it has taken a temporary
defensive position because of adverse market, economic, political or other
conditions.

         The Chase Vista H&Q IPO Fund may invest up to 20% of its total assets
in foreign securities. It may also invest up to 20% of its total assets in
convertible securities, which generally pay interest or dividends and which can
be converted into common or preferred stock.


<PAGE>

         Although the Chase Vista H&Q IPO Fund intends to invest primarily in
equity securities, under normal market conditions it may invest up to 20% of its
total assets in high quality money market instruments and repurchase agreements.
To temporarily defend its assets, the Chase Vista Small Cap Equity Fund may put
any amount of its assets in these types of investments.

         During unusual market conditions, the Chase Vista H&Q IPO Fund may
invest up to 20% of its assets in U.S. Government obligations.

         The Chase Vista H&Q IPO Fund may invest in derivatives, which are
financial instruments whose value is based on another security, index or
exchange rate. The Chase Vista H&Q IPO Fund may use derivatives to hedge various
market risks or to increase the Chase Vista H&Q IPO Fund's income or gain.

         The Chase Vista H&Q IPO Fund may change any of these investment
policies (including its investment objective) without shareholder approval.

         The main investment risks

         All mutual funds carry a certain amount of risk. An investor in Chase
Vista H&Q IPO Fund may lose money on his or her investment in Chase Vista H&Q
IPO Fund. Here are some of the specific risks of investing in Chase Vista H&Q
IPO Fund.

         Chase Vista H&Q IPO Fund may not achieve its objective if the advisers'
expectations regarding particular securities or markets are not met.

         The value of shares of Chase Vista H&Q IPO Fund will be influenced by
conditions in stock markets as well as the performance of the companies selected
for in Chase Vista H&Q IPO Fund's portfolio.

         Unique Nature of IPOs. Most IPOs involve a high degree of risk not
normally associated with offerings of more seasoned companies. Companies
involved in IPOs generally have limited operating histories, and their prospects
for future profitability are uncertain. These companies often are engaged in new
and evolving businesses and are particularly vulnerable to competition and to
changes in technology, markets and economic conditions. They may be dependent on
certain key managers and third parties, need more personnel and other resources
to manage growth and require significant additional capital. They may also be
dependent on limited product lines and uncertain property rights and need
regulatory approvals. Investors in IPOs, such as Chase Vista H&Q IPO Fund, can
be affected by substantial dilution in the value of their shares, by sales of
additional shares and by concentration of control in existing management and
principal shareholders. Stock prices of IPOs can also be highly unstable, due to
the absence of a prior public market, the small number of shares available for
trading and limited investor information.

         Small Companies. To the extent the Chase Vista H&Q IPO Fund invests in
non-IPO equity securities of companies with small capitalizations, it will be
subject to certain risks thereof. The value of an investment in Chase Vista H&Q
IPO Fund is likely to fluctuate more dramatically than an investment in a fund
which invests mostly in larger companies. That's because smaller companies trade
less frequently and in smaller volumes, which may lead to more


<PAGE>

volatility in the prices of the securities. They may have limited product
lines, markets or financial resources, and they may depend on a small management
group.

         Market Volatility. Stock markets will fall periodically. As with any
investment whose performance is tied to stock markets, the value of an
investment in Chase Vista H&Q IPO Fund will fluctuate, which means that
investors could lose money.

         Political and Economic Factors. Many factors can affect stock market
performance. Political and economic news can influence market-wide trends. Other
factors may be ignored by the market as a whole but may cause movements in the
price of one company's stock or the stock of companies in one or more
industries. All of these factors may have a greater impact on IPOs and,
therefore, may have a significant impact on Chase Vista H&Q IPO Fund.

         Lack of Quality IPOs. The number or quality of IPOs available for Chase
Vista H&Q IPO Fund to purchase may be inadequate for extended periods of time.
During such periods, Chase Vista H&Q IPO Fund will not be able to implement its
main investment strategy. This could significantly and adversely affect Chase
Vista H&Q IPO Fund's investment return. H&Q IPO Fund was closed to new investors
from [____] to [____] due to the lack of available investment opportunities.

         Industry Concentration Risks. The IPO market tends to favor certain
industries from time to time. As a result, the companies in which Chase Vista
H&Q IPO Fund invests at any given time may represent a limited number of
industries, and Chase Vista H&Q IPO Fund's share price may be subject to greater
volatility. Currently, the industry comprised of Internet-related companies is
one of the industries favored by the IPO market.

         Contractual Restrictions. Chase Vista H&Q IPO Fund may agree to
contractual restrictions on its resale of certain IPOs. These restrictions,
known as "lock-ups," will typically extend from 30 to 180 days after the initial
public offering. During the period of the lock-up, Chase Vista H&Q IPO Fund will
not be able to sell these securities and the value of these securities may
decline as a result of adverse market movements.

         Conflict of Interest. The investment adviser may appear to have a
conflict of interest when Chase Vista H&Q IPO Fund purchases IPOs from
underwriting syndicates in which Chase Securities, Inc., the Fund's distributor
or any affiliate of such persons acts as a member or manager Chase Vista H&Q IPO
Fund will not purchase IPOs directly from Chase Securities, Inc. and its
affiliates, and the Fund otherwise intends to conduct these purchases in
compliance with applicable SEC rules.

         Pricing Risk. Chase Vista H&Q IPO Fund may be unable to purchase IPOs
at the offering price. The price of IPO shares in the aftermarket may greatly
exceed the offering price, making it more difficult for Chase Vista H&Q IPO Fund
to realize a profit.

         Turnover Costs; Capital Gains. Chase Vista H&Q IPO Fund normally
expects to sell most of its IPO holdings within a year. This turnover of Chase
Vista H&Q IPO Fund's portfolio will increase the Fund's transaction costs. Some
gains from such sales will also be treated as short-term capital gains, taxable
as ordinary income to Chase Vista H&Q IPO Fund's shareholders. Such capital
gains are taxable at higher rates than long-term capital gains.


<PAGE>

Frequent trading could also mean higher brokerage commissions and other
transaction costs, which could reduce Chase Vista H&Q IPO Fund's returns.

         Redemptions. Chase Vista H&Q IPO Fund may have to sell stocks at a loss
in order to pay for sales by its shareholders. Sales are more likely to occur
when prices of IPO stocks are declining, and prices of IPO stocks may fall more
rapidly than those of other securities.

         Limited Operating History. Chase Vista H&Q IPO Fund has no operating
history, and Symphony's model has only been previously implemented by one mutual
fund, H&Q IPO Fund, which has been in operation since October, 1999. The model
is based largely on a limited period of past market performance and may fail to
anticipate shifts in market dynamics over time.

         Reliance on Financial Data. Symphony's model relies on market and other
data complied from other sources, primarily IPO Edge, a leading provider of IPO
information. If this information were to become unavailable or unreliable, Chase
Vista H&Q IPO Fund's investment strategy could be disrupted.

         Foreign Investments. Investments in foreign securities may be riskier
than investments in the U.S. Because foreign securities are usually denominated
in foreign currencies, the value of Chase Vista H&Q IPO Fund's portfolio may be
influenced by currency exchange rates and exchange control regulations. Foreign
securities may be affected by political, social and economic instability. Some
securities may be harder to trade without incurring a loss and may be difficult
to convert into cash. There may be less public information available, differing
settlement procedures, or regulations and standards that don't match U.S.
standards. Some countries may nationalize or expropriate assets or impose
exchange controls. These risks increase when investing in issuers located in
developing countries.

         In early 1999, the European Monetary Union implemented a new currency
called the "euro". It is possible that the euro could increase volatility in
financial markets, which could have a negative effect on the value of shares of
Chase Vista H&Q IPO Fund.

         Convertible Securities. The market value of convertible securities
tends to decline as interest rates increase, and increase as interest rates
decline. Their value also tends to change whenever the market value of the
underlying common or preferred stock fluctuates.

         Other Investments. If Chase Vista H&Q IPO Fund invests a substantial
portion of its assets in money market instruments, repurchase agreements and
U.S. Government debt, including where Chase Vista H&Q IPO Fund is investing for
temporary defensive purposes, it could reduce the Fund's potential return.

         Derivatives may be more risky than other types of investments because
they may respond more to changes in economic conditions than other types of
investments. If they are used for non-hedging purposes, they could cause losses
that exceed Chase Vista H&Q IPO Fund's original investment.




<PAGE>


CHASE VISTA H&Q IPO & EMERGING COMPANY FUND

The Fund's past performance

This section shows the Fund's performance record. The bar chart shows how the
performance of the Fund has varied from year to year. This provides some
indication of the risks of investing in the Fund. The table shows the average
annual return over the past year, five years and ten years. It compares that
performance to the S&P 500 Index, a widely recognized market benchmark.

The Fund's inception was in February 2001. Performance information prior to that
date is based on that of H&Q IPO & Emerging Company Fund, which transferred all
of its assets and liabilities in the Fund pursuant to a reorganization in
February 2001.

The S&P 500 Index is an unmanaged, broad-based index of 500 companies and is
generally considered to represent the U.S. market.

The calculations assume that all dividends and distributions are reinvested in
the Fund. Some of the companies that provide services to the Fund have agreed
not to collect some expenses and to reimburse others. Without these agreements,
the performance figures would be lower than shown.[LOGO]

YEAR-BY-YEAR RETURNS

Past performance does not predict how
this Fund will perform in the future.

The performance figures in the bar chart do not reflect any deduction for the
front-end sales load which is assessed on Class A shares. If the load were
reflected, the performance figures would have been lower.

[START BAR CHART]

<TABLE>
<CAPTION>
           2000
<S>        <C>
           00.00%
</TABLE>

<TABLE>
<S>                    <C>
-----------------------------
  BEST QUARTER         --.--%
-----------------------------
            ___ quarter, ____

-----------------------------
  WORST QUARTER        --.--%
-----------------------------
            ___ quarter, ____
</TABLE>


<PAGE>

AVERAGE ANNUAL TOTAL RETURNS

For the periods ending December 31, 2000

<TABLE>
<CAPTION>
                               PAST 1 YEAR   SINCE INCEPTION
-------------------------------------------------------------------------
<S>                            <C>           <C>
 CLASS A SHARES
-------------------------------------------------------------------------
 CLASS B SHARES
-------------------------------------------------------------------------
 CLASS C SHARES
-------------------------------------------------------------------------
 S&P 500
-------------------------------------------------------------------------
</TABLE>

The performance for the Class A shares reflects the deduction of the maximum
front end sales load. The performance for Class B and C shares reflects the
deduction of the applicable contingent deferred sales load.



<PAGE>

CHASE VISTA H&Q IPO & EMERGING COMPANY FUND

Fees and expenses

This table describes the fees and expenses that you may pay if you buy and hold
shares of the Fund.

SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)

<TABLE>
<CAPTION>
                  MAXIMUM SALES CHARGE        MAXIMUM DEFERRED SALES
                  (LOAD) WHEN YOU BUY         CHARGE (LOAD) SHOWN AS
                  SHARES, SHOWN AS % OF THE   LOWER OF ORIGINAL PURCHASE
                  OFFERING PRICE(1)           PRICE OR REDEMPTION PROCEEDS
--------------------------------------------------------------------------
<S>               <C>                         <C>
 CLASS A SHARES   5.75%                       NONE
--------------------------------------------------------------------------
 CLASS B SHARES   NONE                        5.00%
--------------------------------------------------------------------------
 CLASS C SHARES   NONE                        1.00%
--------------------------------------------------------------------------
</TABLE>

ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)*

<TABLE>
<CAPTION>
                                                  TOTAL ANNUAL
CLASS OF   MANAGEMENT   DISTRIBUTION   OTHER      FUND OPERATING
SHARES     FEE          (12B-1) FEES   EXPENSES   EXPENSES
--------------------------------------------------------------------------
<S>        <C>          <C>            <C>        <C>
 CLASS A   0.65%        0.25%          0.38%       1.28%#
--------------------------------------------------------------------------
 CLASS B   0.65%        0.75%          0.38%       1.78%#
--------------------------------------------------------------------------
 CLASS C   0.65%        0.75%          0.38%       1.78%#
--------------------------------------------------------------------------
</TABLE>

(1) The offering price is the net asset value of the shares purchased plus any
    sales charge.

* The table is based on expenses for the current fiscal year.

# Adjusted to reflect current expense arrangements.

The table does not reflect charges or credits which you might incur if you
invest through a financial institution.

EXAMPLE  This example helps you compare the cost of investing in the Fund with
the cost of investing in other mutual funds. The example assumes:

o you invest $10,000

o you sell all your shares at the end of the period

o your investment has a 5% return each year

o you reinvest all your dividends, and

o the Fund's operating expenses are not waived and remain the same as shown
  above.


<PAGE>

Although your actual costs may be higher or lower, based on these assumptions:

IF YOU SELL YOUR SHARES YOUR COSTS WOULD BE:

<TABLE>
<CAPTION>
                1 YEAR    3 YEARS   5 YEARS     10 YEARS
-------------------------------------------------------------------------
<S>             <C>       <C>       <C>         <C>
 CLASS A*       $--       $--       $--         $--
-------------------------------------------------------------------------
 CLASS B **     $--       $--       $--         $--***
-------------------------------------------------------------------------
 CLASS C **     $--       $--       $--         $--
-------------------------------------------------------------------------
</TABLE>

IF YOU DON'T SELL YOUR SHARES YOUR COSTS WOULD BE:

<TABLE>
<CAPTION>
                1 YEAR    3 YEARS   5 YEARS     10 YEARS
-------------------------------------------------------------------------
<S>             <C>       <C>       <C>         <C>
 CLASS B        $--       $--       $--         $--***
-------------------------------------------------------------------------
 CLASS C        $--       $--       $--         $--
-------------------------------------------------------------------------
</TABLE>

  * Assumes sales charge is deducted when shares are purchased.

 ** Assumes applicable deferred sales charge is deducted when shares are sold.

*** Reflects conversion of Class B shares to Class A shares after they have
    been owned for eight years.



<PAGE>

--------------------------------------------------------------------------------
THE FUNDS' INVESTMENT ADVISER
--------------------------------------------------------------------------------

     Chase Fleming Asset Management (USA) Inc. (CFAM) is the investment adviser
to the Fund. CFAM is a wholly-owned subsidiary of The Chase Manhattan
Corporation, a registered bank holding company ("CMC"). CFAM is located at 1211
Avenue of the Americas, 41st Floor, New York, New York 10036. CFAM is entitled
to receive an annual fee equal to 0.65% of the average daily net assets of the
Fund.

     The investment sub-adviser to CFAM (responsible for the day-to-day
operations of the Fund) will be Symphony Asset Management, LLC (Symphony).
Symphony is located at 555 California Street, Suite 2975, San Francisco,
California 94104.

     Ross Sakamato, who has been a portfolio manager at Symphony since 1996, is
responsible for H&Q IPO Fund's day-to-day management. Prior to 1996, he was a
Principal in the Investment Strategies Group of Barclays Global Investors and
its predecessors.




<PAGE>

--------------------------------------------------------------------------------
HOW YOUR ACCOUNT WORKS
--------------------------------------------------------------------------------

About sales charges

There's a sales charge to buy shares in the Fund. There are also ongoing
charges that all investors pay as long as they own their shares, as explained
later.

You have a choice of three different kinds of charges. Class A shares have a
charge you pay when you invest. Class B shares have a deferred sales charge.
You don't pay any charge when you buy the Class B shares, but you may have to
pay a charge when you sell them, depending on how long you hold them. Class C
shares also have a deferred sales charge you may have to pay if you sell your
shares within one year of buying them.

There are a number of plans and special discounts which can decrease or even
eliminate these charges.

This section explains how the three sales charges work.



<PAGE>

CLASS A SHARES

The initial sales charge is deducted directly from the money you invest. As the
table shows, the charge is lower the more you invest. The public offering price
of Class A shares is the net asset value plus the initial sales charge. Net
asset value is the value of everything the Fund owns, minus everything it owes,
divided by the number of shares held by investors. The Fund receives the net
asset value.

<TABLE>
<CAPTION>
                    TOTAL SALES CHARGE
                AS % OF THE
                OFFERING       AS % OF
AMOUNT OF       PRICE          NET AMOUNT
INVESTMENT      PER SHARE      INVESTED
-----------------------------------------
<S>             <C>            <C>
LESS THAN
$100,000        5.75%          6.10%
-----------------------------------------
$100,000
BUT UNDER
$250,000        3.75%          3.90%
-----------------------------------------
$250,000
BUT UNDER
$500,000        2.50%          2.56%
-----------------------------------------
$500,000
BUT UNDER
$1 MILLION      2.00%          2.04%
-----------------------------------------
</TABLE>

There is no sales charge for investments of $1 million or more.

CLASS B SHARES

The deferred sales charge is deducted directly from your assets when you sell
your shares. It's a percentage of the original purchase price or the current
value of the shares, whichever is lower. As the table shows, the deferred sales
charge gets lower the longer you hold the shares and disappears altogether
after six years. Class B shares automatically convert into Class A shares at
the beginning of the ninth year after you bought them.

<TABLE>
<CAPTION>
YEAR           DEFERRED SALES CHARGE
-----------------------------------------
<S>            <C>
    1          5%
-----------------------------------------
    2           4%
-----------------------------------------
    3           3%
-----------------------------------------
    4           3%
-----------------------------------------
    5           2%
-----------------------------------------
    6           1%
-----------------------------------------
    7           None
-----------------------------------------
    8           None
-----------------------------------------
</TABLE>

We calculate the deferred sales charge from the month you buy your shares. We
always sell the shares with the lowest deferred sales charge first. Shares
acquired by reinvestment distribution can be sold without a deferred sales
charge.

CLASS C SHARES

The deferred sales charge is deducted directly from your assets when you sell
your shares. It's equal to 1% of the original purchase price or the current
value of the shares, whichever is lower. The deferred sales charge on Class C
shares disappears altogether after one year. We calculate the deferred sales
charge from the month you buy your charges. We always sell the shares with the
lowest deferred sales charge first.

Like Class B shares, Class C shares have higher combined distribution and
service fees. Unlike Class B shares, Class C shares are never converted to
Class A shares. That means you keep paying the higher service and distribution
fees as long as you hold them. Over the long term, this can add up to higher
total fees than either Class A or Class B shares.

GENERAL

Vista Fund Distributors Inc. (VFD) is the distributor for the Fund. It's



<PAGE>

HOW YOUR ACCOUNT WORKS

a subsidiary of BISYS Group, Inc. and is not affiliated with Chase. The Fund
has adopted Rule 12b-1 distribution plans under which it pays annual
distribution fees of up to 0.25% of the average daily net assets attributed to
Class A shares and up to 0.75% of the average daily net assets attributed to
Class B and Class C shares.

This payment covers such things as compensation for services provided by
broker-dealers and expenses connected to the sale of shares. Payments are not
tied to actual expenses incurred.

Because 12b-1 expenses are paid out of the Fund's assets on an ongoing basis,
over time these fees will increase the cost of your investment and may cost you
more than other types of sales charges.

WHICH CLASS OF SHARES IS BEST?

Your decision about which class of shares to buy depends on a number of
factors, including the amount you're buying and how long you intend to hold
your shares. If you have no plans to sell your shares for at least six years
and you don't want to pay an up-front sales charge, you may consider buying
Class B shares.

Class A shares may be a good choice if you qualify to have the sales charge
reduced or eliminated. In almost all cases, if you plan to buy $250,000 of
shares or more, Class A is the most economical choice.

Class C shares may be best if you prefer not to pay an initial sales charge and
you're not sure how long you intend to hold your investment.

You should also consider the distribution and service fees, which are lower for
Class A shares. These fees appear in the table called Annual Fund operating
expenses (expenses that are deducted from Fund assets) for each Fund.

Your investment representative may be able to advise you about the best class
of shares for you.[LOGO]

Buying Fund shares

You can buy shares three ways:

Through your investment representative

Tell your representative which Fund you want to buy and he or she will contact
us. Your representative may charge you a fee and may offer additional services,
such as special purchase and redemption programs. Some representatives charge a
single fee that covers all services. Your representative may impose different
minimum investments and earlier deadlines to buy and sell shares.

Through the Chase Funds Service Center
Call 1-888-524-2730

Or

Complete the application form and mail it along with a check for the amount you
want to invest to:

Chase Funds Service Center,
P.O. Box 219392
Kansas City, MO 64121-9392



<PAGE>

Through a Systematic Investment Plan

You can make regular automatic purchases of at least $100. See There's more on
the Systematic Investment Plan later in this document.

                          --------------------------

Whether you choose Class A, Class B or Class C shares, the price of the shares
is based on the net asset value per share (NAV). NAV is the value of everything
the Fund owns, minus everything it owes, divided by the number of shares held by
investors. You'll pay the public offering price, which is based on the next NAV
calculated after the Chase Funds Service Center accepts your instructions. The
Fund calculates its NAV once each day at the close of regular trading on the
New York Stock Exchange. The Fund generally values its assets at their market
value but may use fair value if market prices are unavailable. The Chase Funds
Service Center will not accept your order until it is in proper form. An order
is in proper form only after payment is converted into federal funds.

The Chase Funds Service Center accepts purchase orders on any business day that
the New York Stock Exchange is open. Normally, if the Chase Funds Service
Center receives your order in proper form by the close of regular trading on
the New York Stock Exchange, we'll process your order at that day's price.

You must provide a Social Security Number or Taxpayer Identification Number
when you open an account. The Fund has the right to refuse any purchase order
or to stop offering shares for sale at any time.

TO OPEN AN ACCOUNT, BUY OR SELL SHARES OR GET FUND INFORMATION, CALL:

      ------------------------------
      THE CHASE FUNDS SERVICE CENTER
      ------------------------------
      1-888-524-2730
      ------------------------------

MINIMUM INVESTMENTS

<TABLE>
<CAPTION>
                    INITIAL        ADDITIONAL
TYPE OF ACCOUNT     INVESTMENT     INVESTMENTS
<S>                 <C>            <C>
  REGULAR
  ACCOUNT           $2,500         $100
  SYSTEMATIC
  INVESTMENT
  PLAN              $1,000         $100
  IRAS              $1,000         $100
  SEP-IRAS          $1,000         $100
  EDUCATION
  IRAS              $  500         $100
</TABLE>

Make your check out to Chase Funds in U.S. dollars. We won't accept credit
cards, cash, or checks from a third party. You cannot sell your shares until
your check has cleared, which could take more than 15 calendar days. If you buy
through an Automated Clearing House, you can't sell your shares until the
payment clears. That could take more than seven business days.

Your purchase will be canceled if your check doesn't clear and you'll be
responsible for any expenses and losses to the Funds. Orders by wire will be
cancelled if the Chase Funds Service Center doesn't receive payment by 4:00
p.m. Eastern time on the day you buy.

If you're planning to exchange, sell or transfer shares to another person
shortly after buying the shares, you should pay by certified check to avoid
delays. The Fund will not



<PAGE>

HOW YOUR ACCOUNT WORKS

issue certificates for Class A or Class C shares unless you request them and
they will not issue certificates for Class B shares.

Selling Fund shares

You can sell your shares three ways:

Through your investment representative

Tell your representative which Funds you want to sell. He or she will send the
necessary documents to the Chase Funds Service Center. Your representative
might charge you for this service.

Through the Chase Funds Service Center

Call 1-888-524-2730. We will mail you a check or send the proceeds via
electronic transfer or wire. You cannot sell by phone if you have changed your
address of record within the previous 30 days. If you sell $25,000 or more
worth of Funds by phone, we'll send it by wire only to a bank account on our
records.

Or

Send a signed letter with your instructions to:

Chase Funds Service Center,
P.O. Box 219392
Kansas City, MO 64121-9392

Through a Systematic Withdrawal Plan

You can automatically sell as little as $50 worth of shares. See Shareholder
Services for details.

                          --------------------------

You can sell your shares on any day the Chase Funds Service Center is accepting
purchase orders. You'll receive the next NAV calculated after the Chase Funds
Service Center accepts your order, less any applicable sales charges.

Under normal circumstances, if the Chase Funds Service Center receives your
order before the close of regular trading on the New York Stock Exchange, the
Fund will send you the proceeds the next business day. We won't accept an order
to sell shares if the Fund hasn't collected your payment for the shares. The
Fund may stop accepting orders to sell and may postpone payments for more than
seven days, as federal securities laws permit.

You'll need to have signatures guaranteed for all registered owners or their
legal representative if:

o you want to sell shares with a net asset value of $100,000 or more

o you want your payment sent to an address other than the one we have in our
  records.

We may also need additional documents or a letter from a surviving joint owner
before selling the shares. Contact the Chase Vista Funds Service Center for
more details.

Exchanging Fund shares

You can exchange your shares for shares of the same class of certain other
Chase Funds at net asset value, beginning 15 days after you buy your shares.
For tax purposes, an exchange is treated a sale of Fund shares. This will
generally result in a capital gain or loss to you.



<PAGE>

You can exchange your shares three ways:

Through your investment representative

Tell your representative which Funds you want to exchange from and to. He or
she will send the necessary documents to the Chase Funds Service Center. Your
representative might charge you for this service.

Through the Chase Funds Service Center

Call 1-888-524-2730 to ask for details.

Through a Systematic
Exchange Plan

You can automatically exchange money from one Chase account to another of the
same class. Call the Chase Funds Service Center for details.

                           ------------------------

If you exchange Class B shares of a Fund for Class B shares of another Chase
Vista Fund, or Class C for Class C, you will not pay a deferred sales charge
until you sell the shares of the other Fund. The amount of deferred sales
charge will be based on when you bought the original shares, not when you made
the exchange. Carefully read the prospectus of the Fund you want to buy before
making an exchange. You'll need to meet any minimum investment requirements.

You should not exchange shares as means of short-term trading as this could
increase management cost and affect all shareholders. We reserve the right to
limit the number of exchanges or to refuse an exchange. We may also terminate
this privilege. We charge an administration fee of $5 for each exchange if you
make more than 10 exchanges in a year or three in a quarter. See the Statement
of Additional Information to find out more about the exchange privilege.[LOGO]

Other information
concerning the Fund

We may close your account if the balance falls below $500 because you've sold
shares. We may also close the account if you are in the Systematic Investment
Plan and fail to meet investment minimums over a 12-month period. We'll give
you 60 days' notice before closing your account.

Unless you indicate otherwise on your account application, we are authorized to
act on redemption and transfer instructions received by phone. If someone
trades on your account by phone, we'll ask that person to confirm your account
registration and address to make sure they match those you provided us. If they
give us the correct information, we are generally authorized to follow that
person's instructions. We'll take all reasonable precautions to confirm that
the instructions are genuine. Investors agree that they will not hold a Fund
liable for any loss or expenses from any sales request, if the Fund takes
reasonable precautions. The Fund will be liable for any losses to you from an
unauthorized sale or fraud against you if we do not follow reasonable
procedures.

You may not always reach the Chase Funds Service Center by telephone. This may
be true at times of unusual market changes and shareholder activity. You can
mail us your instructions or contact your investment representative or agent.
We may modify or cancel the sale of shares by phone without notice.



<PAGE>

HOW YOUR ACCOUNT WORKS


Chase and/or VFD may, at their own expense, make additional payments to certain
selected dealers or other shareholder servicing agents for performing
administrative services for their customers. The amount may be up to an
additional 0.10% annually of the average net assets of the Fund attributable to
shares of the Fund held by customers of those shareholder servicing agents.

The Fund may issue multiple classes of shares. This prospectus relates to
Class A, Class B and Class C shares of the Fund. Each class may have different
requirements for who may invest, and may have different sales charges and
expense levels. A person who gets compensated for selling Fund shares may
receive a different amount for each class.

Chase and its affiliates and the Fund and their affiliates, agents and
subagents may share information about shareholders and their accounts with each
other and with others unless this sharing is prohibited by contract. The
information can be used for a variety of purposes, including offering
investment and insurance products to shareholders.[LOGO]

Distribution arrangements

The Fund's distributor is Vista Fund Distributors Inc., which we call VFD in
this prospectus. VFD is a subsidiary of The BISYS Group, Inc. and is not
affiliated with Chase.

The Fund has adopted a Rule 12b-1 distribution plan for Class A, Class B and
Class C shares. It provides for payment of distribution fees at an annual rate
of up to 0.25% of the average daily net assets attributed to Class A shares and
up to 0.75% of the average daily net assets attributed to Class B and Class C
shares of the Fund.

The money from these payments is used to compensate the Fund's distributor and
broker-dealers for the services they provide and the expenses they incur
selling Investor Class shares. Payments are not tied to the actual expenses
incurred.

Because 12b-1 expenses are paid out of the Fund's assets on an ongoing basis,
over time these fees will increase the cost of your investment and may cost you
more than other types of sales charges.[LOGO]

Distributions and taxes

The Fund can earn income and it can realize capital gains. The Fund deducts any
expenses and pay these earnings out to shareholders as distributions. The Fund
distributes any net investment income at least annually. Net capital gain is
distributed at least annually.

You have three options for your distributions if your financial services firm
offers them. You may:



<PAGE>

o reinvest all of them in additional Fund shares;

o take distributions of net investment income in cash or as a deposit in a
  pre-assigned bank account and

o reinvest distributions of net capital gain in additional shares; or

o take all distributions in cash or as a deposit in a pre-assigned bank
  account.

If you don't select an option when you open your account, we'll reinvest all
distributions. If we reinvest your distributions, they will be in the same
class of shares. The taxation of dividends won't be affected by the form in
which you receive them.

Dividends of net investment income are usually taxable as ordinary income at
the federal, state and local levels. The state or municipality where you live
may not charge you state and local taxes on dividends earned on certain bonds.
Dividends earned on bonds issued by the U.S. government and its agencies may
also be exempt from some types of state and local taxes.

If you receive distributions of net capital gain, the tax rate will be based on
how long the Fund held a particular asset, not on how long you have owned your
shares. If you buy shares just before a distribution, you will pay tax on the
entire amount of the taxable distribution you receive, even though the NAV will
be higher on that date because it includes the distribution amount.

The Fund expects that its distributions will consist primarily of capital gains.

Early in each calendar year, each Fund will send you a notice showing the
amount of distributions you received in the preceding year and the tax status
of those distributions.

For tax purposes, an exchange is treated as selling Fund shares. This will
generally result in a capital gain or loss to you.

The above is a general summary of tax implications of investing in the Fund.
Please consult your tax adviser to see how investing in the Fund will affect
your own tax situation.[LOGO]

Shareholder services

SYSTEMATIC INVESTMENT PLAN

You can regularly invest $100 or more in the first or third week of any month.
The money is automatically debited from your checking or savings account. You
must make an initial deposit of at least $1,000 to start the plan.

You can set up a plan when you open an account by completing the appro- priate
section of the application.

Current shareholders can join by send- ing a signed letter and a deposit slip
or void check to the Chase Funds Service Center. Call 1-888-524-2730 for
complete instructions.

SYSTEMATIC WITHDRAWAL PLAN

You can make regular withdrawals of $50 or more. You can have automatic
withdrawals made monthly, quarterly or



<PAGE>

HOW YOUR ACCOUNT WORKS

semiannually. Your account must contain at least $5,000 to start the plan. Call
1-888-524-2730 for complete instructions.

SYSTEMATIC EXCHANGE

You can transfer assets automatically from one Chase account to another on a
regular basis. It's a free service.

TELEPHONE PRIVILEGES

You can buy, sell and exchange your shares by calling the Chase Funds Service
Center. Telephone privileges are provided automatically, unless you tell us
otherwise on your account application.[LOGO]



<PAGE>

What The Terms Mean


DEPOSITARY RECEIPTS:  instruments which are typically issued by financial
institutions and which represent ownership of securities of foreign
corporations. Depositary receipts are usually designed for use on U.S. and
European securities exchanges.

DISTRIBUTION FEE:  a fee that covers the cost of the distribution system used
to sell shares to the public.

FUNDAMENTAL RESEARCH:  method which concentrates on "fundamental" information
about an issuer, such as its financial statements, history, management, etc.

GROWTH APPROACH:  approach which focuses on identifying securities of companies
whose earnings growth potential appears to the manager to be greater than the
market in general and whose growth in revenue is expected to continue for an
extended period.

MANAGEMENT FEE:  a fee paid to the investment adviser to manage the Fund and
make decisions about buying and selling the Fund's investments.

OTHER EXPENSES:  miscellaneous items, including transfer agency, custody and
registration fees.

REPURCHASE AGREEMENTS:  a type of short-term investment in which a dealer sells
securities to the Fund and agrees to buy them back later at a set price. In
effect, the dealer is borrowing the Fund's money for a short time, using the
securities as collateral.

SHAREHOLDER SERVICE FEE:  a fee to cover the cost of paying shareholder
servicing agents to provide certain support services for your account.



<PAGE>

HOW YOUR ACCOUNT WORKS


TECHNICAL ANALYSIS:  method which focuses on historical price trends in an
attempt to predict future price movements.

VALUE APPROACH:  approach which focuses on identifying securities that the
adviser believes are undervalued by the market, as measured by certain
financial formulas.[LOGO]



<PAGE>






                       THIS PAGE INTENTIONALLY LEFT BLANK







<PAGE>

--------------------------------------------------------------------------------
HOW TO REACH US
--------------------------------------------------------------------------------

More information

You'll find more information about the Fund in the following documents:

ANNUAL AND SEMI-ANNUAL REPORTS Our annual and semi-annual reports contain more
information about the Fund's investments and performance. The annual report also
includes details about the market conditions and investment strategies that had
a significant effect on the Fund's performance during the last fiscal year.

STATEMENT OF ADDITIONAL INFORMATION

(SAI) The SAI contains more detailed information about the Fund and its
policies. By law, it's considered to be part of this prospectus.

You can get a free copy of these documents and other information, or ask us any
questions, by calling us at 1-888-524-2730 or writing to:

Chase Funds Service Center
P.O. Box 219211
Kansas City, MO 64121-9210

If you buy your shares through The Chase Manhattan Bank or another institution,
you should contact that institution directly for more information. You can also
find information on-line at www.chasefunds.com on the internet.

You can write or e-mail the SEC's Public Reference Room and ask them to mail
you information about the Fund, including the SAI. They'll charge you a
copying fee for this service. You can also visit the Public Reference Section
and copy the documents while you're there.

Public Reference Section of the SEC
Washington, DC 20549-0102.
1-202-942-8090
E-mail: [email protected]

Reports, a copy of the SAI and other information about the Fund is also
available on the SEC's website at http://www.sec.gov.

The Fund's Investment Company Act File No. is 811-5526

(C)2000 The Chase Manhattan Corporation. All Rights Reserved.

[CHASE LOGO]

Chase Funds Fulfillment Center
393 Manley Street
West Bridgewater, MA 02379-1039
<PAGE>

[LOGO
CHASE VISTA FUNDS]

                                                                    STATEMENT OF
                                                          ADDITIONAL INFORMATION
                                                               [January 2, 2001]

                          IPO & EMERGING COMPANY FUND

        1211 Avenue of the Americas, 41st Floor, New York, New York 10081

     This Statement of Additional Information sets forth information which may
be of interest to investors but which is not necessarily included in the
Prospectus offering shares of the Fund. This Statement of Additional Information
should be read in conjunction with the Prospectus offering shares of IPO &
Emerging Company Fund. Any references to a "Prospectus" in this Statement of
Additional Information is a reference to the foregoing Prospectus. Copies of the
Prospectus may be obtained by an investor without charge by contacting Vista
Fund Distributors, Inc. ("VFD"), the Fund's distributor (the "Distributor"), at
the above-listed address.

This Statement of Additional Information is NOT a prospectus and is authorized
for distribution to prospective investors only if preceded or accompanied by an
effective prospectus.

For more information about your account, simply call or write the Vista Service
Center at:

1-800-34-VISTA
Vista Service Center
P.O. Box 419392
Kansas City, MO 64141

                                                                   XXXX-SAI-1000
<PAGE>

<TABLE>
<S>                                                                                     <C>
Table of Contents                                                                       Page
--------------------------------------------------------------------------------------------
The Fund  ............................................................................     3
Investment Policies and Restrictions .................................................     3
Performance Information ..............................................................    26
Determination of Net Asset Value .....................................................    28
Purchases, Redemptions and Exchanges .................................................    28
Distributions; Tax Matters ...........................................................    33
Management of the Trust and the Fund  ................................................    39
Independent Accountants ..............................................................    53
Certain Regulatory Matters ...........................................................    53
General Information ..................................................................    53
Appendix A--Description of Certain Obligations Issued or Guaranteed by U.S. Government
 Agencies or Instrumentalities .......................................................   A-1
Appendix B--Description of Ratings ...................................................   B-1
</TABLE>


<PAGE>

                                    THE FUND

     Mutual Fund Investment Trust (the "Trust") is an open-end management
investment company which was organized as a business trust under the laws of the
Commonwealth of Massachusetts on [May 11, 1987]. The Trust presently consists of
[ ] separate series (the "Funds"). Certain of the Funds are diversified and
other Funds are non-diversified, as such term is defined in the Investment
Company Act of 1940, as amended (the "1940 Act"). The shares of the IPO &
Emerging Company Fund (the "Fund") are referred to in this Statement of
Additional Information as the "Shares."

     The Board of Trustees of the Trust provides broad supervision over the
affairs of the Trust including the Fund.

     The Board of Trustees of the Trust provides broad supervision over the
affairs of the Trust including the Fund. The Chase Manhattan Bank ("Chase") is
the investment adviser for the Fund. Chase also serves as the administrator
of the Trust, including the Fund. A majority of the Trustees of the Trust are
not affiliated with the investment adviser or sub-advisers.

                      INVESTMENT POLICIES AND RESTRICTIONS

                               Investment Policies

     The Prospectus sets forth the investment policies of the Fund. The
following information supplements and should be read in conjunction with the
related sections of the Prospectus. For descriptions of the securities ratings
of Moody's Investors Service, Inc. ("Moody's"), Standard & Poor's Rating
Services, a division of The McGraw-Hill Companies, Inc. ("S&P") and Fitch
Investors Service, Inc. ("Fitch"), see Appendix B.

     U.S. Government Securities. The Fund may invest in U.S. Government
securities. U.S. Government Securities include (1) U.S. Treasury obligations,
which generally differ only in their interest rates, maturities and times of
issuance, including: U.S. Treasury bills (maturities of one year or less), U.S.
Treasury notes (maturities of one to ten years) and U.S. Treasury bonds
(generally maturities of greater than ten years); and (2) obligations issued or
guaranteed by U.S. Government agencies and instrumentalities which are supported
by any of the following: (a) the full faith and credit of the U.S. Treasury, (b)
the right of the issuer to borrow any amount listed to a specific line of credit
from the U.S. Treasury, (c) discretionary authority of the U.S. Government to
purchase certain obligations of the U.S. Government agency or instrumentality or
(d) the credit of the agency or instrumentality. Agencies and instrumentalities
of the U.S. Government include but are not limited to: Federal Land Banks,
Federal Financing Banks, Banks for Cooperatives, Federal Intermediate Credit
Banks, Farm Credit Banks, Federal Home Loan Banks, Federal Home Loan Mortgage
Corporation, Federal National Mortgage Association, Student Loan Marketing
Association, United States Postal Service, Chrysler Corporate Loan Guarantee
Board, Small Business Administration, Tennessee Valley Authority and any other
enterprise established or sponsored by the U.S. Government. Certain U.S.
Government Securities, including U.S. Treasury bills, notes and bonds,
Government National Mortgage Association certificates and Federal Housing
Administration debentures, are supported by the full faith and credit of the
United States. Other U.S. Government Securities are issued or guaranteed by
federal agencies or government sponsored enterprises and are not supported by
the full faith and credit of the United States. These securities include
obligations that are supported by the right of the issuer to borrow from the
U.S. Treasury, such as obligations of Federal Home Loan Banks, and obligations
that are supported by the creditworthiness of the particular instrumentality,
such as obligations of the Federal National Mortgage Association or Federal Home
Loan Mortgage Corporation. For a description of certain obligations issued or
guaranteed by U.S. Government agencies and instrumentalities, see Appendix A.

     In addition, certain U.S. Government agencies and instrumentalities issue
specialized types of securities, such as guaranteed notes of the Small Business
Administration, Federal Aviation Administration, Department of Defense, Bureau
of Indian Affairs and Private Export Funding Corporation, which often provide


<PAGE>

higher yields that are available from the more common types of government-backed
instruments. However, such specialized instruments may only be available from a
few sources in limited amounts, or only in very large denominations; they may
also require specialized capability in portfolio servicing and in legal matters
related to government guarantees. While they may frequently offer attractive
yields, the limited-activity markets of many of these securities means that, if
the Fund were required to liquidate any of them, it might not be able to do so
advantageously; accordingly, if the Fund invests in such securities, the Fund
normally is required to hold such securities to maturity or pursuant to
repurchase agreements, and would treat such securities (including repurchase
agreements maturing in more than seven days) as illiquid for purposes of its
limitation on investment in illiquid securities.

     Bank Obligations. Investments in bank obligations are limited to those of
U.S. banks (including their foreign branches) which have total assets at the
time of purchase in excess of $1 billion and the deposits of which are insured
by either the Bank Insurance Fund or the Savings Association Insurance Fund of
the Federal Deposit Insurance Corporation, and foreign banks (including their
U.S. branches) having total assets in excess of $10 billion (or the equivalent
in other currencies), and such other U.S. and foreign commercial banks which
are judged by the advisers to meet comparable credit standing criteria.

     Bank obligations include negotiable certificates of deposit, bankers'
acceptances, fixed time deposits and deposit notes. A certificate of deposit is
a short-term negotiable certificate issued by a commercial bank against funds
deposited in the bank and is either interest-bearing or purchased on a discount
basis. A bankers' acceptance is a short-term draft drawn on a commercial bank
by a borrower, usually in connection with an international commercial
transaction. The borrower is liable for payment as is the bank, which
unconditionally guarantees to pay the draft at its face amount on the maturity
date. Fixed time deposits are obligations of branches of United States banks or
foreign banks which are payable at a stated maturity date and bear a fixed rate
of interest. Although fixed time deposits do not have a market, there are no
contractual restrictions on the right to transfer a beneficial interest in the
deposit to a third party. Fixed time deposits subject to withdrawal penalties
and with respect to which the Fund cannot realize the proceeds thereon within
seven days are deemed "illiquid" for the purposes of its restriction on
investments in illiquid securities. Deposit notes are notes issued by
commercial banks which generally bear fixed rates of interest and typically
have original maturities ranging from eighteen months to five years.

     Banks are subject to extensive governmental regulations that may limit
both the amounts and types of loans and other financial commitments that may be
made and the interest rates and fees that may be charged. The profitability of
this industry is largely dependent upon the availability and cost of capital
funds for the purpose of financing lending operations under prevailing money
market conditions. Also, general economic conditions play an important part in
the operations of this industry and exposure to credit losses arising from
possible financial difficulties of borrowers might affect a bank's ability to
meet its obligations. Bank obligations may be general obligations of the parent
bank or may be limited to the issuing branch by the terms of the specific
obligations or by government regulation. Investors should also be aware that
securities of foreign banks and foreign branches of United States banks may
involve foreign investment risks in addition to those relating to domestic bank
obligations. These investment risks may involve, among other considerations,
risks relating to future political and economic developments, more limited
liquidity of foreign obligations than comparable domestic obligations, the
possible imposition of withholding taxes on interest income, the possible
seizure or nationalization of foreign assets and the possible establishment of
exchange controls or other restrictions. There also may be less publicly
available information concerning foreign issuers, difficulties in obtaining or
enforcing a judgment against a foreign issuer (including branches) and
differences in accounting, auditing and financial reporting standards and
practices from those applicable to U.S. issuers. In addition, foreign banks are
also not subject to regulations comparable to U.S. banking regulations. Certain
national policies may also impede the investment opportunities of the Fund in
other ways, including restrictions on investing in issuers or industries deemed
sensitive to relevant national interests.


<PAGE>

     Foreign Securities. For purposes of the Fund's investment policies, an
issuer of a security may be deemed to be located in a particular country if (i)
the principal trading market for the security is in such country, (ii) the
issuer is organized under the laws of such country or (iii) the issuer derives
at least 50 percent of its revenues or profits from such country or has at
least 50 percent of its assets situated in such country.

     Depositary Receipts. The Fund may invest its assets in securities of
multinational companies in the form of American Depositary Receipts or other
similar securities representing securities of foreign issuers, such as European
Depositary Receipts, Global Depositary Receipts and other similar securities
representing securities of foreign issuers (collectively, "Depositary
Receipts"). The Fund treats Depositary Receipts as interests in the underlying
securities for purposes of its investment policies. Unsponsored Depositary
Receipts may not carry comparable voting rights to sponsored Depositary
Receipts, and a purchaser of unsponsored Depositary Receipts may not receive as
much information about the issuer of the underlying securities as with a
sponsored Depositary Receipt.

     Commercial Paper. Commercial paper consists of short-term (usually from 1
to 270 days) unsecured promissory notes issued by corporations in order to
finance their current operations. A variable amount master demand note (which
is a type of commercial paper) represents a direct borrowing arrangement
involving periodically fluctuating rates of interest under a letter agreement
between a commercial paper issuer and an institutional lender pursuant to which
the lender may determine to invest varying amounts.

     Supranational Obligations. The Fund may invest in supranational
obligations. Supranational organizations include organizations such as The
World Bank, which was chartered to finance development projects in developing
member countries; the European Union, which is a fifteen-nation organization
engaged in cooperative economic activities; the European Coal and Steel
Community, which is an economic union of various European nations steel and
coal industries; and the Asian Development Bank, which is an international
development bank established to lend funds, promote investment and provide
technical assistance to member nations of the Asian and Pacific regions.

     Money Market Instruments. The Fund may invest in cash or high-quality,
short-term money market instruments. These may include U.S. Government
securities, commercial paper of domestic and foreign issuers and obligations of
domestic and foreign banks. Investments in foreign money market instruments may
involve certain risks associated with foreign investment.

     Corporate Reorganizations. In general, securities that are subject to a
tender or exchange offer or proposal sell at a premium to their historic market
price immediately prior to the announcement of the offer or proposal. The
increased market price of these securities may also discount what the stated or
appraised value of the security would be if the contemplated action were
approved or consummated. These investments may be advantageous when the
discount significantly overstates the risk of the contingencies involved;
significantly undervalues the securities, assets or cash to be received by
shareholder of the prospective portfolio company as a result of the
contemplated transaction; or fails adequately to recognize the possibility that
the offer or proposal may be replaced or superseded by an offer or proposal of
greater value. The evaluation of these contingencies requires unusually broad
knowledge and experience on the part of the advisers that must apprise not only
the value of the issuer and its component businesses as well as the assets or
securities to be received as a result of the contemplated transaction, but also
the financial resources and business motivation of the offeror as well as the
dynamics of the business climate when the offer or proposal is in progress.
Investments in reorganization securities may tend to increase the turnover
ratio of the Fund and increase its brokerage and other transaction expenses.


     [Loan Participations. The Fund may invest in participations in fixed and
floating rate loans arranged through private negotiations between a borrower and
one or more financial institutions. The Fund may have difficulty disposing of
participations because to do so it will have to assign


<PAGE>

such securities to a third party. Because there is no established secondary
market for such securities, the Fund anticipates that such securities could be
sold only to a limited number of institutional investors. The lack of an
established secondary market may have an adverse impact on the value of such
securities and the Fund's ability to dispose of particular assignments or
participations when necessary to meet the Fund's liquidity needs or in response
to a specific economic event such as a deterioration in the creditworthiness of
the borrower. When investing in a participation, the Fund will typically have
the right to receive payments only from the lender, and not from the borrower
itself, to the extent the lender receives payments from the borrower.
Accordingly, the Fund may be subject to the credit risk of both the borrower
and the lender. The lack of an established secondary market for assignments and
participations also may make it more difficult for the Fund to assign a value
to these securities for purposes of valuing the Fund's portfolio and
calculating its net asset value. The Fund will not invest more than 15% of the
value of its net assets in participations and assignments that are illiquid,
and in other illiquid securities.]

     Brady Bonds. The Fund may invest in Brady Bonds. The Brady Plan framework,
as it has developed, contemplates the exchange of external commercial bank debt
for newly issued bonds, called Brady Bonds. Brady Bonds may also be issued in
respect of new money being advanced by existing lenders in connection with the
debt restructuring. Brady Bonds issued to date generally have maturities of
between 10 and 30 years from the date of issuance. The following countries have
issued Brady Bonds: Argentina, Brazil, Bulgaria, Costa Rica, the Dominican
Republic, Ecuador, Mexico, Morocco, Nigeria, the Philippines, Poland, Uruguay
and Venezuela. In addition, other countries may announce plans to issue Brady
Bonds. The Fund may invest in Brady Bonds of countries that have been issued to
date, as well as those which may be issued in the future.

     Agreements implemented under the Brady Plan to date are designed to
achieve debt and debt-service reduction through specific options negotiated by
a debtor nation with its creditors. As a result, the financial packages offered
by each country differ. The types of options have included the exchange of
outstanding commercial bank debt for bonds issued at 100% of face value of such
debt which carry a below-market stated rate of interest (generally known as par
bonds), bonds issued at a discount from the face value of such debt (generally
known as discount bonds), bonds bearing an interest rate which increases over
time and bonds issued in exchange for the advancement of new money by existing
lenders. Regardless of the stated face amount and stated interest rate of the
various types of Brady Bonds, the Fund will purchase Brady Bonds in secondary
markets, as described below, in which the price and yield to the investor
reflect market conditions at the time of purchase. Brady Bonds issued to date
have traded at a deep discount from their face value. Brady Bonds are often
viewed as having three or four valuation components: (i) the collateralized
repayment of principal at final maturity; (ii) the collateralized interest
payments; (iii) the uncollateralized interest payments; and (iv) any
uncollateralized repayment of principal at maturity (these uncollateralized
amounts constitute the "residual risk"). The Fund may purchase Brady Bonds with
no or limited collateralization and will be relying for payment of interest and
(except in the case of principal collateralized Brady Bonds) principal
primarily on the willingness and ability of the foreign government to make
payment in accordance with the terms of the Brady Bonds. Brady Bonds issued to
date are purchased and sold in secondary markets through U.S. securities
dealers and other financial institutions and are generally maintained through
European transnational securities depositories.

     In addition to Brady Bonds, the Fund may invest in governmental obligations
which may be issued as a result of other debt restructuring agreements.

     Repurchase Agreements. The Fund may enter into repurchase agreements.
Repurchase agreements are agreements to purchase and resell securities at an
agreed-upon price and time. The Fund will enter into repurchase agreements only
with member banks of the Federal Reserve System and securities dealers believed
creditworthy, and only if fully collateralized by securities in which the Fund
is permitted to invest. Under the terms of a typical repurchase agreement, the
Fund would acquire an underlying instrument for a relatively short period
(usually not more than one week) subject to an obligation of the seller to
repurchase


<PAGE>

the instrument and the Fund to resell the instrument at a fixed price and time,
thereby determining the yield during the Fund's holding period. This procedure
results in a fixed rate of return insulated from market fluctuations during
such period. A repurchase agreement is subject to the risk that the seller may
fail to repurchase the security. Repurchase agreements are considered under the
1940 Act to be loans collateralized by the underlying securities. All
repurchase agreements entered into by the Fund will be fully collateralized at
all times during the period of the agreement in that the value of the
underlying security will be at least equal to 100% of the amount of the loan,
including the accrued interest thereon, and the Fund or its custodian or
sub-custodian will have possession of the collateral, which the Board of
Trustees believes will give it a valid, perfected security interest in the
collateral. Whether a repurchase agreement is the purchase and sale of a
security or a collateralized loan has not been conclusively established. This
might become an issue in the event of the bankruptcy of the other party to the
transaction. In the event of default by the seller under a repurchase agreement
construed to be a collateralized loan, the underlying securities would not be
owned by the Fund, but would only constitute collateral for the seller's
obligation to pay the repurchase price. Therefore, the Fund may suffer time
delays and incur costs in connection with the disposition of the collateral.
The Board of Trustees believes that the collateral underlying repurchase
agreements may be more susceptible to claims of the seller's creditors than
would be the case with securities owned by the Fund. Repurchase agreements
maturing in more than seven days are treated as illiquid for purposes of the
Fund's restrictions on purchases of illiquid securities. Repurchase agreements
are also subject to the risks described below with respect to stand-by
commitments.

     Borrowings and Reverse Repurchase Agreements. The Fund may borrow money
from banks for temporary or short-term purposes, but will not borrow to buy
additional securities, known as "leveraging." The Fund may enter into reverse
repurchase agreements. Reverse repurchase agreements involve the sale of
securities held by the Fund with an agreement to repurchase the securities at an
agreed upon price and date. The Fund may use this practice to generate cash for
shareholder redemptions without selling securities during unfavorable market
conditions. Whenever the Fund enters into a reverse repurchase agreement, it
will establish a segregated account in which it will maintain liquid assets on a
daily basis in an amount at least equal to the repurchase price (including
accrued interest.) The Fund would be required to pay interest on amounts
obtained through reverse repurchase agreements, which are considered borrowings
under federal securities laws. The repurchase price is generally equal to the
original sales price plus interest. Reverse repurchase agreements are usually
for seven days or less and cannot be repaid prior to their expiration dates.
Reverse repurchase agreements involve the risk that the market value of the
portfolio securities transferred may decline below the price at which the Fund
is obliged to purchase the securities.

     Forward Commitments. The Fund may purchase securities on a forward
commitment basis. In order to invest the Fund's assets immediately, while
awaiting delivery of securities purchased on a forward commitment basis,
short-term obligations that offer same-day settlement and earnings will normally
be purchased. When a commitment to purchase a security on a forward commitment
basis is made, procedures are established consistent with the General Statement
of Policy of the Securities and Exchange Commission concerning such purchases.
Since that policy currently recommends that an amount of the Fund's assets equal
to the amount of the purchase be held aside or segregated to be used to pay for
the commitment, a separate account of the Fund consisting of cash, cash
equivalents or high quality debt securities equal to the amount of the Fund's
commitments securities will be established at the Fund's custodian bank. For the
purpose of determining the adequacy of the securities in the account, the
deposited securities will be valued at market value. If the market value of such
securities declines, additional cash, cash equivalents or highly liquid
securities will be placed in the account daily so that the value of the account
will equal the amount of such commitments by the respective Fund.

     Although it is not intended that such purchases would be made for
speculative purposes, purchases of securities on a forward commitment basis may
involve more risk than other types of purchases. Securities purchased on a
forward commitment basis and the securities held in the Fund's portfolio are
sub-


<PAGE>

ject to changes in value based upon the public's perception of the issuer and
changes, real or anticipated, in economic conditions including the level of
interest rates. Purchasing securities on a forward commitment basis can involve
the risk that the yields available in the market when the delivery takes place
may actually be higher or lower than those obtained in the transaction itself.
On the settlement date of the forward commitment transaction, the Fund will meet
its obligations from then available cash flow, sale of securities held in the
separate account, sale of other securities or, although it would not normally
expect to do so, from sale of the forward commitment securities themselves
(which may have a value greater or lesser than the Fund's payment obligations).
The sale of securities to meet such obligations may result in the realization of
capital gains or losses. Purchasing securities on a forward commitment basis can
also involve the risk of default by the other party on its obligation, delaying
or preventing the Fund from recovering the collateral or completing the
transaction.

     To the extent the Fund engages in forward commitment transactions, it will
do so for the purpose of acquiring securities consistent with its investment
objective and policies and not for the purpose of investment leverage, and
settlement of such transactions will be within 90 days from the trade date.

     Investment Grade Debt Securities. The Fund may invest in investment grade
debt securities. Investment grade debt securities are securities that are rated
in the category BBB or higher by S&P, Baa or higher by Moody's, rated at an
equivalent level by another national rating organization or, if unrated,
determined by the advisers to be of comparable quality.

     Stripped Obligations. The principal and interest components of United
States Treasury bonds with remaining maturities of longer than ten years are
eligible to be traded independently under the Separate Trading of Registered
Interest and Principal of Securities ("STRIPS") program. Under the STRIPS
program, the principal and interest components are separately issued by the
United States Treasury at the request of depository financial institutions,
which then trade the component parts separately. The interest component of
STRIPS may be more volatile than that of United States Treasury bills with
comparable maturities. The risk is greater when the period to maturity is
longer. The Fund may invest up to 20 percent of its total assets in stripped
obligations where the underlying obligation is backed by the full faith and
credit of the U.S. Government.

     Indexed Investments. The Fund may invest in instruments which are indexed
to certain specific foreign currency exchange rates. The terms of such
instruments may provide that their principal amounts or just their coupon
interest rates are adjusted upwards or downwards (but not below zero) at
maturity or on established coupon payment dates to reflect changes in the
exchange rate between two or more currencies while the obligation is
outstanding. Such indexed investments entail the risk of loss of principal
and/or interest payments from currency movements in addition to principal risk,
but offer the potential for realizing gains as a result of changes in foreign
currency exchange rates.

     Warrants and Rights. Warrants basically are options to purchase equity
securities at a specified price for a specific period of time. Their prices do
not necessarily move parallel to the prices of the underlying securities.
Rights are similar to warrants but normally have a shorter duration and are
distributed directly by the issuer to shareholders. Rights and warrants have no
voting rights, receive no dividends and have no rights with respect to the
assets of the issuer.

     Illiquid Securities. For purposes of its limitation on investments in
illiquid securities, the Fund may elect to treat as liquid, in accordance with
procedures established by the Board of Trustees, certain investments in
restricted securities for which there may be a secondary market of qualified
institutional buyers as contemplated by Rule 144A under the Securities Act of
1933, as amended (the "Securities Act") and commercial obligations issued in
reliance on the so-called "private placement" exemption from registration
afforded by Section 4(2) of the Securities Act. ("Section 4(2) paper") Rule
144A provides an exemption from


<PAGE>

the registration requirements of the Securities Act for the resale of certain
restricted securities to qualified institutional buyers. Section 4(2) paper is
restricted as to disposition under the federal securities laws, and generally
is sold to institutional investors, such as the Fund, who agree that they are
purchasing the paper for investment and not with a view to public distribution.
Any resale of Section 4(2) paper by the purchaser must be in an exempt
transaction.

     One effect of Rule 144A and Section 4(2) is that certain restricted
securities may now be liquid, though there is no assurance that a liquid market
for a particular Rule 144A security or Section 4(2) paper will develop or be
maintained. The Trustees have adopted policies and procedures for the purpose
of determining whether securities that are eligible for resale under Rule 144A
and Section 4(2) paper are liquid or illiquid for purposes of the limitation on
investment in illiquid securities. Pursuant to those policies and procedures,
the Trustees have delegated to the advisers the determination as to whether a
particular instrument is liquid or illiquid, requiring that consideration be
given to, among other things, the frequency of trades and quotes for the
security, the number of dealers willing to sell and buy such security and the
number of potential purchasers, dealer undertakings to make a market in the
security, the nature of the security and the time needed to dispose of the
security. The Trustees will periodically review the Fund's purchases and sales
of Rule 144A securities and Section 4(2) paper.

     Stand-By Commitments. The Fund may utilize stand-by commitments in
securities sales transactions. In a put transaction, the Fund acquires the right
to sell a security at an agreed upon price within a specified period prior to
its maturity date, and a stand-by commitment entitles the Fund to same-day
settlement and to receive an exercise price equal to the amortized cost of the
underlying security plus accrued interest, if any, at the time of exercise.
Stand-by commitments are subject to certain risks, which include the inability
of the issuer of the commitment to pay for the securities at the time the
commitment is exercised, the fact that the commitment is not marketable by the
Fund, and that the maturity of the underlying security will generally be
different from that of the commitment. A put transaction will increase the cost
of the underlying security and consequently reduce the available yield.

     Securities Loans. To the extent specified in its Prospectus, the Fund is
permitted to lend its securities to broker-dealers and other institutional
investors in order to generate additional income. Such loans of portfolio
securities may not exceed 30% of the value of the Fund's total assets. In
connection with such loans, the Fund will receive collateral consisting of cash,
cash equivalents, U.S. Government securities or irrevocable letters of credit
issued by financial institutions. Such collateral will be maintained at all
times in an amount equal to at least 100% of the current market value plus
accrued interest of the securities loaned. The Fund can increase its income
through the investment of such collateral. The Fund continues to be entitled to
the interest payable or any dividend-equivalent payments received on a loaned
security and, in addition, to receive interest on the amount of the loan.
However, the receipt of any dividend-equivalent payments by the Fund on a loaned
security from the borrower will not qualify for the dividends-received
deduction. Such loans will be terminable at any time upon specified notice. The
Fund might experience risk of loss if the institutions with which it has
engaged in portfolio loan transactions breach their agreements with the Fund.
The risks in lending portfolio securities, as with other extensions of secured
credit, consist of possible delays in receiving additional collateral or in the
recovery of the securities or possible loss of rights in the collateral should
the borrower experience financial difficulty. Loans will be made only to firms
deemed by the advisers to be of good standing and will not be made unless, in
the judgment of the advisers, the consideration to be earned from such loans
justifies the risk.

     Other Investment Companies. Apart from being able to invest all of its
investable assets in another investment company having substantially the same
investment objectives and policies, the Fund may invest up to 10% of its total
assets in shares of other investment companies when consistent with its
investment objective and policies, subject to applicable regulatory
limitations. For purposes of this restriction, a Mauritius Company will not be
considered an investment company. Additional fees may be charged by other
investment companies.


<PAGE>

        Additional Policies Regarding Derivative and Related Transactions

     Introduction. As explained more fully below, the Fund may employ
derivative and related instruments as tools in the management of portfolio
assets. Put briefly, a "derivative" instrument may be considered a security or
other instrument which derives its value from the value or performance of other
instruments or assets, interest or currency exchange rates, or indexes. For
instance, derivatives include futures, options, forward contracts, structured
notes and various over-the-counter instruments.

     Like other investment tools or techniques, the impact of using derivatives
strategies or similar instruments depends to a great extent on how they are
used. Derivatives are generally used by portfolio managers in three ways:
First, to reduce risk by hedging (offsetting) an investment position. Second,
to substitute for another security particularly where it is quicker, easier and
less expensive to invest in derivatives. Lastly, to speculate or enhance
portfolio performance. When used prudently, derivatives can offer several
benefits, including easier and more effective hedging, lower transaction costs,
quicker investment and more profitable use of portfolio assets. However,
derivatives also have the potential to significantly magnify risks, thereby
leading to potentially greater losses for the Fund.

     The Fund may invest its assets in derivative and related instruments
subject only to the Fund's investment objective and policies and the
requirement that the Fund maintain segregated accounts consisting of liquid
assets, such as cash, U.S. Government securities, or other high-grade debt
obligations (or, as permitted by applicable regulation, enter into certain
offsetting positions) to cover its obligations under such instruments with
respect to positions where there is no underlying portfolio asset so as to
avoid leveraging the Fund.

     The value of some derivative or similar instruments in which the Fund may
invest may be particularly sensitive to changes in prevailing interest rates or
other economic factors, and--like other investments of the Fund--the ability of
the Fund to successfully utilize these instruments may depend in part upon the
ability of the advisers to forecast interest rates and other economic factors
correctly. If the advisers inaccurately forecasts such factors and has taken
positions in derivative or similar instruments contrary to prevailing market
trends, the Fund could be exposed to the risk of a loss. The Fund may not
employ any or all of the strategies described herein, and no assurance can be
given that any strategy used will succeed.

     Set forth below is an explanation of the various derivatives strategies and
related instruments the Fund may employ along with risks or special attributes
associated with them. This discussion is intended to supplement the Fund's
current prospectus as well as provide useful information to prospective
investors.

     Risk Factors. As explained more fully below and in the discussions of
particular strategies or instruments, there are a number of risks associated
with the use of derivatives and related instruments: There can be no guarantee
that there will be a correlation between price movements in a hedging vehicle
and in the portfolio assets being hedged. An incorrect correlation could result
in a loss on both the hedged assets in the Fund and the hedging vehicle so that
the portfolio return might have been greater had hedging not been attempted.
This risk is particularly acute in the case of "cross-hedges" between
currencies. The advisers may inaccurately forecast interest rates, market values
or other economic factors in utilizing a derivatives strategy. In such a case,
the Fund may have been in a better position had it not entered into such
strategy. Hedging strategies, while reducing risk of loss, can also reduce the
opportunity for gain. In other words, hedging usually limits both potential
losses as well as potential gains. The Fund is not required to use any hedging
strategies and strategies not involving hedging involve leverage and may
increase the risk to the Fund. Certain strategies, such as yield enhancement,
can have speculative characteristics and may result in more risk to the Fund
than hedging strategies using the same instruments.

     There can be no assurance that a liquid market will exist at a time when
the Fund seeks to close out an option, futures contract or other derivative or
related position. Many exchanges and boards of trade limit the amount of
fluctuation permitted in option or futures contract prices during a single day;
once the daily


<PAGE>

limit has been reached on particular contract, no trades may be made that day
at a price beyond that limit. In addition, certain instruments are relatively
new and without a significant trading history. As a result, there is no
assurance that an active secondary market will develop or continue to exist.
Finally, over-the-counter instruments typically do not have a liquid market.
Lack of a liquid market for any reason may prevent the Fund from liquidating an
unfavorable position or liquidating securities to fund redemptions. Activities
of large traders in the futures and securities markets involving arbitrage,
"program trading," and other investment strategies may cause price distortions
in these markets. In certain instances, particularly those involving over-
the-counter transactions, forward contracts, foreign exchanges or foreign
boards of trade, there is a greater potential that a counterparty or broker may
default or be unable to perform on its commitments. In the event of such a
default, the Fund may experience a loss. In transactions involving currencies,
the value of the currency underlying an instrument may fluctuate due to many
factors, including economic conditions, interest rates, governmental policies
and market forces.

     Specific Uses and Strategies. Set forth below are explanations of various
strategies involving derivatives and related instruments which may be used by
the Fund.

     Options on Securities, Securities Indexes, Currencies and Debt Instruments.
The Fund may purchase, sell or exercise call and put options on: securities;
securities indexes; currencies; or debt instruments. Specifically, the Fund may
(i) purchase, write and exercise call and put options on securities and
securities indexes (including using options in combination with securities,
other options or derivative instruments), (ii) enter into swaps, futures
contracts and options on futures contracts, (iii) employ forward currency and
interest rate contracts and (iv) purchase and sell structured products, which
are instruments designed to restructure or reflect the characteristics of
certain other investments.

     Although in most cases these options will be exchange-traded, the Fund
may also purchase, sell or exercise over-the-counter options. Over-the-counter
options differ from exchange-traded options in that they are two-party
contracts with price and other terms negotiated between buyer and seller. As
such, over-the-counter options generally have much less market liquidity and
carry the risk of default or nonperformance by the other party.

     One purpose of purchasing put options is to protect holdings in an
underlying or related security against a substantial decline in market value.
One purpose of purchasing call options is to protect against substantial
increases in prices of securities the Fund intends to purchase pending its
ability to invest in such securities in an orderly manner. The Fund may also use
combinations of options to minimize costs, gain exposure to markets or take
advantage of price disparities or market movements. For example, the Fund may
sell put or call options it has previously purchased or purchase put or call
options it has previously sold. These transactions may result in a net gain or
loss depending on whether the amount realized on the sale is more or less than
the premium and other transaction costs paid on the put or call option which is
sold. The Fund may write a call or put option in order to earn the related
premium from such transactions. Prior to exercise or expiration, an option may
be closed out by an offsetting purchase or sale of a similar option. The Fund
will not write uncovered options.

     In addition to the general risk factors noted above, the purchase and
writing of options involve certain special risks. During the option period, the
Fund writing a covered call (i.e., where the underlying securities are held by
the Fund) has, in return for the premium on the option, given up the
opportunity to profit from a price increase in the underlying securities above
the exercise price, but has retained the risk of loss should the price of the
underlying securities decline. The writer of an option has no control over the
time when it may be required to fulfill its obligation as a writer of the
option. Once an option writer has received an exercise notice, it cannot effect
a closing purchase transaction in order to terminate its obligation under the
option and must deliver the underlying securities at the exercise price.

     If a put or call option purchased by the Fund is not sold when it has
remaining value, and if the market price of the underlying security, in the
case of a put, remains equal to or greater than the exercise price or, in the
case of a call, remains less than or equal to the exercise price, the Fund
will lose its entire investment


<PAGE>

in the option. Also, where a put or call option on a particular security is
purchased to hedge against price movements in a related security, the price of
the put or call option may move more or less than the price of the related
security. There can be no assurance that a liquid market will exist when the
Fund seeks to close out an option position. Furthermore, if trading restrictions
or suspensions are imposed on the options markets, the Fund may be unable to
close out a position.

     Futures Contracts and Options on Futures Contracts. The Fund may purchase
or sell: interest-rate futures contracts; stock index futures contracts; foreign
currency futures contracts; futures contracts on specified instruments or
indices; and options on these futures contracts (collectively, "futures
options").

     The futures contracts and futures options may be based on various
instruments or indices in which the Fund may invest such as foreign currencies,
certificates of deposit, Eurodollar time deposits, securities indices, economic
indices (such as the Consumer Price Indices compiled by the U.S. Department of
Labor).

     Futures contracts and futures options may be used to hedge portfolio
positions and transactions as well as to gain exposure to markets. For example,
the Fund may sell a futures contract--or buy a futures option--to protect
against a decline in value, or reduce the duration, of portfolio holdings.
Likewise, these instruments may be used where the Fund intends to acquire an
instrument or enter into a position. For example, the Fund may purchase a
futures contract--or buy a futures option--to gain immediate exposure in a
market or otherwise offset increases in the purchase price of securities or
currencies to be acquired in the future. Futures options may also be written to
earn the related premiums.

     When writing or purchasing options, the Fund may simultaneously enter into
other transactions involving futures contracts or futures options in order to
minimize costs, gain exposure to markets, or take advantage of price disparities
or market movements. Such strategies may entail additional risks in certain
instances. The Fund may engage in cross-hedging by purchasing or selling futures
or options on a security or currency different from the security or currency
position being hedged to take advantage of relationships between the two
securities or currencies.

     Investments in futures contracts and options thereon involve risks similar
to those associated with options transactions discussed above. The Fund will
only enter into futures contracts or options or futures contracts which are
traded on a U.S. or foreign exchange or board of trade, or similar entity, or
quoted on an automated quotation system.

     Forward Contracts. The Fund may enter into forward contracts. The Fund may
use foreign currency and interest-rate forward contracts for various purposes as
described below.

     Foreign currency exchange rates may fluctuate significantly over short
periods of time. They generally are determined by the forces of supply and
demand in the foreign exchange markets and the relative merits of investments in
different countries, actual or perceived changes in interest rates and other
complex factors, as seen from an international perspective. The Fund may invest
in securities denominated in foreign currencies and may, in addition to buying
and selling foreign currency futures contracts and options on foreign currencies
and foreign currency futures, enter into forward foreign currency exchange
contracts to reduce the risks or otherwise take a position in anticipation of
changes in foreign exchange rates. A forward foreign currency exchange contract
involves an obligation to purchase or sell a specific currency at a future date,
which may be a fixed number of days from the date of the contract agreed upon by
the parties, at a price set at the time of the contract. By entering into a
forward foreign currency contract, the Fund "locks in" the exchange rate between
the currency it will deliver and the currency it will receive for the duration
of the contract. As a result, the Fund reduces its exposure to changes in the
value of the currency it will deliver and increases its exposure to changes in
the value of the currency it will exchange into. The effect on the value of the
Fund is similar to selling securities denominated in one currency and purchasing
securities denominated in another. Transactions that use two foreign currencies
are sometimes referred to as "cross-hedges."


<PAGE>

     The Fund may enter into these contracts for the purpose of hedging against
foreign exchange risk arising from investments or anticipated investments in
securities denominated in foreign currencies. The Fund may also enter into these
contracts for purposes of increasing exposure to a foreign currency or to shift
exposure to foreign currency fluctuations from one country to another.

     The Fund may also use forward contracts to hedge against changes in
interest-rates, increase exposure to a market or otherwise take advantage of
such changes. An interest-rate forward contract involves the obligation to
purchase or sell a specific debt instrument at a fixed price at a future date.

     Interest Rate and Currency Transactions. The Fund may employ currency and
interest rate management techniques, including transactions in options
(including yield curve options), futures, options on futures, forward foreign
currency exchange contracts, currency options and futures and currency and
interest rate swaps. The aggregate amount of the Fund's net currency exposure
will not exceed the total net asset value of its portfolio. However, to the
extent that the Fund is fully invested while also maintaining currency
positions, it may be exposed to greater combined risk.

     The Fund will only enter into interest rate and currency swaps on a net
basis, i.e., the two payment streams are netted out, with the Fund receiving or
paying, as the case may be, only the net amount of the two payments. Interest
rate and currency swaps do not involve the delivery of securities, the
underlying currency, other underlying assets or principal. Accordingly, the
risk of loss with respect to interest rate and currency swaps is limited to the
net amount of interest or currency payments that the Fund is contractually
obligated to make. If the other party to an interest rate or currency swap
defaults, the Fund's risk of loss consists of the net amount of interest or
currency payments that the Fund is contractually entitled to receive. Since
interest rate and currency swaps are individually negotiated, the Fund expects
to achieve an acceptable degree of correlation between its portfolio
investments and its interest rate or currency swap positions.

     The Fund may hold foreign currency received in connection with investments
in foreign securities when it would be beneficial to convert such currency into
U.S. dollars at a later date, based on anticipated changes in the relevant
exchange rate.

     The Fund may purchase or sell without limitation as to a percentage of its
assets forward foreign currency exchange contracts when the advisers anticipate
that the foreign currency will appreciate or depreciate in value, but securities
denominated in that currency do not present attractive investment opportunities
and are not held by the Fund. In addition, the Fund may enter into forward
foreign currency exchange contracts in order to protect against adverse changes
in future foreign currency exchange rates. The Fund may engage in cross-hedging
by using forward contracts in one currency to hedge against fluctuations in the
value of securities denominated in a different currency if its advisers believe
that there is a pattern of correlation between the two currencies. Forward
contracts may reduce the potential gain from a positive change in the
relationship between the U.S. Dollar and foreign currencies. Unanticipated
changes in currency prices may result in poorer overall performance for the Fund
than if it had not entered into such contracts. The use of foreign currency
forward contracts will not eliminate fluctuations in the underlying U.S. dollar
equivalent value of the prices of or rates of return on the Fund's foreign
currency denominated portfolio securities and the use of such techniques will
subject the Fund to certain risks.

     The matching of the increase in value of a forward contract and the decline
in the U.S. dollar equivalent value of the foreign currency denominated asset
that is the subject of the hedge generally will not be precise. In addition, the
Fund may not always be able to enter into foreign currency forward contracts at
attractive prices, and this will limit the Fund's ability to use such contract
to hedge or cross-hedge its assets. Also, with regard to the Fund's use of
cross-hedges, there can be no assurance that historical correlations between the
movement of certain foreign currencies relative to the U.S. dollar will
continue. Thus, at any time poor correlation may exist between movements in the
exchange rates of the foreign currencies underlying the Fund's cross-hedges and
the movements in the exchange rates of the foreign currencies in which the
Fund's assets that are the subject of such cross-hedges are denominated.


<PAGE>

     The Fund may enter into interest rate and currency swaps to the maximum
allowed limits under applicable law. The Fund will typically use interest rate
swaps to shorten the effective duration of its portfolio. Interest rate swaps
involve the exchange by the Fund with another party of their respective
commitments to pay or receive interest, such as an exchange of fixed rate
payments for floating rate payments. Currency swaps involve the exchange of
their respective rights to make or receive payments in specified currencies.

     Structured Products. The Fund may invest in structured products. Structured
products are interests in entities organized and operated solely for the purpose
of restructuring the investment characteristics of certain other investments.
This type of restructuring involves the deposit with or purchase by an entity,
such as a corporation partnership, limited liability company or trust, or
specified instruments (such as commercial bank loans) and the issuance by that
entity of one or more classes of securities ("structured products") backed by,
or representing interests in, the underlying instruments. The cash flow on the
underlying instruments may be apportioned among the newly issued structured
products to create securities with different investment characteristics such as
varying maturities, payment priorities and interest rate provisions, and the
extent of the payments made with respect to structured products is dependent on
the extent of the cash flow on the underlying instruments. The Fund may invest
in structured products which represent derived investment positions based on
relationships among different markets or asset classes.

     The Fund may also invest in other types of structured products, including,
among others, inverse floaters, spread trades and notes linked by a formula to
the price of an underlying instrument. Inverse floaters have coupon rates that
vary inversely at a multiple of a designated floating rate (which typically is
determined by reference to an index rate, but may also be determined through a
dutch auction or a remarketing agent or by reference to another security) (the
"reference rate"). As an example, inverse floaters may constitute a class of
CMOs with a coupon rate that moves inversely to a designated index, such as
LIBOR (London Interbank Offered Rate) or the Cost of Funds Index. Any rise in
the reference rate of an inverse floater (as a consequence of an increase in
interest rates) causes a drop in the coupon rate while any drop in the reference
rate of an inverse floater causes an increase in the coupon rate. A spread trade
is an investment position relating to a difference in the prices or interest
rates of two securities where the value of the investment position is determined
by movements in the difference between the prices or interest rates, as the case
may be, of the respective securities. When the Fund invests in notes linked to
the price of an underlying instrument, the price of the underlying security is
determined by a multiple (based on a formula) of the price of such underlying
security. A structured product may be considered to be leveraged to the extent
its interest rate varies by a magnitude that exceeds the magnitude of the change
in the index rate of interest. Because they are linked to their underlying
markets or securities, investments in structured products generally are subject
to greater volatility than an investment directly in the underlying market or
security. Total return on the structured product is derived by linking return to
one or more characteristics of the underlying instrument. Because certain
structured products of the type in which the Fund may invest may involve no
credit enhancement, the credit risk of those structured products generally would
be equivalent to that of the underlying instruments. The Fund may invest in a
class of structured products that is either subordinated or unsubordinated to
the right of payment of another class. Subordinated structured products
typically have higher yields and present greater risks than unsubordinated
structured products. Although the Fund's purchase of subordinated structured
products would have similar economic effect to that of borrowing against the
underlying securities, the purchase will not be deemed to be leverage for
purposes of the Fund's fundamental investment limitation related to borrowing
and leverage.

     Certain issuers of structured products may be deemed to be "investment
companies" as defined in the 1940 Act. As a result, an investment in these
structured products may be limited by the restrictions contained in the 1940
Act. Structured products are typically sold in private placement transactions,
and there currently is no active trading market for structured products. As a
result, certain structured products in which the Fund invests may be deemed
illiquid and subject to its limitation on illiquid investments.


<PAGE>

     Investments in structured products generally are subject to greater
volatility than an investment directly in the underlying market or security. In
addition, because structured products are typically sold in private placement
transactions, there currently is no active trading market for structured
products.

     Additional Restrictions on the Use of Futures and Option Contracts. The
Fund is not a "commodity pool" (i.e., a pooled investment vehicle which trades
in commodity futures contracts and options thereon and the operator of which is
registered with the CFTC) and futures contracts and futures options will be
purchased, sold or entered into only for bona fide hedging purposes, provided
that the Fund may enter into such transactions for purposes other than bona fide
hedging if, immediately thereafter, the sum of the amount of its initial margin
and premiums on open contracts and options would not exceed 5% of the
liquidation value of the Fund's portfolio, provided, further, that, in the case
of an option that is in-the-money, the in-the-money amount may be excluded in
calculating the 5% limitation.

     When the Fund purchases a futures contract, an amount of cash or cash
equivalents or high quality debt securities will be deposited in a segregated
account with the Fund's custodian or sub-custodian so that the amount so
segregated, plus the initial deposit and variation margin held in the account
of its broker, will at all times equal the value of the futures contract,
thereby insuring that the use of such futures is unleveraged.

                             Investment Restrictions

     The Fund has adopted the following investment restrictions which may not be
changed without approval by a "majority of the outstanding shares" of the Fund
which, as used in this Statement of Additional Information, means the vote of
the lesser of (i) at least 67% of the shares of the Fund present at a meeting,
if the holders of more than 50% of the outstanding shares of the Fund are
present or represented by proxy, or (ii) more than 50% of the outstanding shares
of the Fund.

     The Fund may not:

          (1) borrow money, except that the Fund may borrow money for
     temporary or emergency purposes, or by engaging in reverse repurchase
     transactions, in an amount not exceeding 33-1/3% of the value of its total
     assets at the time when the loan is made and may pledge, mortgage or
     hypothecate no more than 33-1/3% of its net assets to secure such
     borrowings. Any borrowings representing more than 5% of total assets must
     be repaid before the Fund may make additional investments;

          (2) make loans, except that the Fund may: (i) purchase and hold debt
     instruments (including without limitation, bonds, notes, debentures or
     other obligations and certificates of deposit, bankers' acceptances and
     fixed time deposits) in accordance with its investment objectives and
     policies; (ii) enter into repurchase agreements with respect to portfolio
     securities; and (iii) lend portfolio securities with a value not in excess
     of 33-1/3% of the value of its total assets;

          (3) purchase the securities of any issuer (other than securities
     issued or guaranteed by the U.S. government or any of its agencies or
     instrumentalities, or repurchase agreements secured thereby) if, as a
     result, more than 25% of the Fund's total assets would be invested in the
     securities of companies whose principal business activities are in the
     same industry. Notwithstanding the foregoing, with respect to the Fund's
     permissible futures and options transactions in U.S. Government
     securities, positions in such options and futures shall not be subject to
     this restriction;

          (4) purchase or sell physical commodities unless acquired as a result
     of ownership of securities or other instruments but this shall not prevent
     the Fund from (i) purchasing or selling options and futures contracts or
     from investing in securities or other instruments backed by physical
     commodities or (ii) engaging in forward purchases or sales of foreign
     currencies or securities;


<PAGE>

          (5) purchase or sell real estate unless acquired as a result of
     ownership of securities or other instruments (but this shall not prevent
     the Fund from investing in securities or other instruments backed by real
     estate or securities of companies engaged in the real estate business).
     Investments by the Fund in securities backed by mortgages on real estate or
     in marketable securities of companies engaged in such activities are not
     hereby precluded;

          (6) issue any senior security (as defined in the 1940 Act), except
     that (a) the Fund may engage in transactions that may result in the
     issuance of senior securities to the extent permitted under applicable
     regulations and interpretations of the 1940 Act or an exemptive order; (b)
     the Fund may acquire other securities, the acquisition of which may result
     in the issuance of a senior security, to the extent permitted under
     applicable regulations or interpretations of the 1940 Act; and (c) subject
     to the restrictions set forth above, the Fund may borrow money as
     authorized by the 1940 Act. For purposes of this restriction, collateral
     arrangements with respect to permissible options and futures transactions,
     including deposits of initial and variation margin, are not considered to
     be the issuance of a senior security; or

          (7) underwrite securities issued by other persons except insofar as
     the Fund may technically be deemed to be an underwriter under the
     Securities Act of 1933 in selling a portfolio security.

     In addition, as a matter of fundamental policy, the Fund may not:

          (8) make or guarantee loans to any person or otherwise become liable
     for or in connection with any obligation or indebtedness of any person
     without the prior written consent of the Trustees, provided that for
     purposes of this restriction the acquisition of bonds, debentures, or
     other corporate debt securities and investments in government bonds,
     short-term commercial paper, certificates of deposit and bankers'
     acceptances shall not be deemed to be the making of a loan;

          (9) invest in securities which are not traded or have not sought a
     listing on a stock exchange, over-the-counter market or other organized
     securities market that is open to the international public and on which
     securities are regularly traded if, regarding all such securities, more
     than 10% of its total net assets would be invested in such securities
     immediately after and as a result of such transaction;

          (10) deal in put options, write or purchase call options, including
     warrants, unless such options or warrants are covered and are quoted on a
     stock exchange or dealt in on a recognized market, and, at the date of the
     relevant transaction: (i) call options written do not involve more than
     25%, calculated at the exercise price, of the market value of the
     securities within the Fund's portfolio excluding the value of any
     outstanding call options purchased, and (ii) the cost of call options or
     warrants purchased does not exceed, in terms of premium, 2% of the value
     of the net assets of the Fund; or

          (11) purchase securities of any issuer if such purchase at the time
     thereof would cause more than 10% of the voting securities of such issuer
     to be held by the Fund.

     In addition, as a matter of fundamental policy, notwithstanding any other
investment policy or restriction, the Fund may seek to achieve its investment
objective by investing all of its investable assets in another investment
company having substantially the same investment objective and policies as the
Fund. For purposes of investment restriction (2) above, loan participations are
considered to be debt instruments. For purposes of investment restriction (5)
above, real estate includes Real Estate Limited Partnerships.

     For purposes of investment restriction (3) above, industrial development
bonds, where the payment of principal and interest is the ultimate
responsibility of companies within the same industry, are grouped together as
an "industry." Investment restriction (3) above, however, is not applicable to
investments by the Fund in municipal obligations where the issuer is regarded as
a state, city, municipality or other public


<PAGE>

authority since such entities are not members of an "industry." Supranational
organizations are collectively considered to be members of a single "industry"
for purposes of restriction (3) above.

     In addition, the Fund is subject to the following nonfundamental
restrictions which may be changed without shareholder approval:

          (1) The Fund may not, with respect to 50% of its assets, hold more
     than 10% of the outstanding voting securities of an issuer.

          (2) The Fund may not make short sales of securities, other than short
     sales "against the box," or purchase securities on margin except for
     short-term credits necessary for clearance of portfolio transactions,
     provided that this restriction will not be applied to limit the use of
     options, futures contracts and related options, in the manner otherwise
     permitted by the investment restrictions, policies and investment program
     of the Fund. The Fund does not have the current intention of making short
     sales against the box.

          (3) The Fund may not purchase or sell interests in oil, gas or mineral
     leases.

          (4) The Fund may not invest more than 15% of its net assets in
     illiquid securities.

          (5) The Fund may not write, purchase or sell any put or call option or
     any combination thereof, provided that this shall not prevent (i) the
     writing, purchasing or selling of puts, calls or combinations thereof with
     respect to portfolio securities or (ii) with respect to the Fund's
     permissible futures and options transactions, the writing, purchasing,
     ownership, holding or selling of futures and options positions or of puts,
     calls or combinations thereof with respect to futures.

          (6) Except as specified above, the Fund may invest in the securities
     of other investment companies to the extent permitted by applicable Federal
     securities law; provided, however, that a Mauritius holding company (a
     "Mauritius Portfolio Company") will not be considered an investment company
     for this purpose.

          (7) The value of the Fund's investments in holdings of options and
     warrants (other than those held for hedging purposes) may not exceed 15%
     of the total net asset value of the Fund.

          (8) The Fund may not make any investment in assets that involve
     assumption of any liability that is unlimited, or acquire any investments
     that are for the time being nil paid or partly paid, unless according to
     the terms of the issue thereof any call to be made thereon could be met in
     full out of cash by the Fund's portfolio.

          (9) The Fund may not sell, purchase or loan securities (excluding
     shares in the Fund) or grant or receive a loan or loans to or from the
     adviser, corporate and domicillary agent, or paying agent, the distributors
     and the authorized agents or any of their directors, officers or employees
     or any of their major shareholders (meaning a shareholder who holds, in his
     own or other name (as well as a nominee's name), more than 10% of the total
     issued and outstanding shares of stock of such company) acting as
     principal, or for their own account, unless the transaction is made within
     the other restrictions set forth above and either (i) at a price determined
     by current publicly available quotations, or (ii) at competitive prices or
     interest rates prevailing from time to time on internationally recognized
     securities markets or internationally recognized money markets.

          For purposes of the Fund's investment restrictions, the issuer of a
     tax-exempt security is deemed to be the entity (public or private)
     ultimately responsible for the payment of the principal of and interest on
     the security.


<PAGE>

          With respect to the Fund, as a matter of nonfundamental policy, to the
     extent permitted under applicable law, the above restrictions do not apply
     to the following investments ("OECD investments"): (i) any security issued
     by or the payment of principal and interest on which is guaranteed by the
     government of any member state of the Organization for Economic Cooperation
     and Development ("OECD country"); (ii) any fixed-income security issued in
     any OECD country by any public or local authority or nationalized industry
     or undertaking of any OECD country or anywhere in the world by the
     International Bank for Reconstruction and Development, European Investment
     Bank, Asian Development Bank or any body which is, in the Trustees'
     opinion, of similar standing. However, no investment may be made in any
     OECD investment of any one issue if that would result in the value of the
     Fund's holding of that issue exceeding 30% of the net asset value of the
     Fund and, if the Fund's portfolio consists only of OECD investments, those
     OECD investments shall be of at least six different issues.

          In order to permit the sale of its shares in certain states, the Fund
     may make commitments more restrictive than the investment policies and
     limitations described above and in its Prospectus. Should the Fund
     determine that any such commitment is no longer in its best interests, it
     will revoke the commitment by terminating sales of its shares in the state
     involved. In order to comply with certain regulatory policies, as a matter
     of operating policy, the Fund will not: (i) invest more than 5% of its
     assets in companies which, including predecessors, have a record of less
     than three years' continuous operation; provided that this restriction
     shall not apply to investments in a Mauritius Portfolio Company, (ii)
     invest in warrants, valued at the lower of cost or market, in excess of 5%
     of the value of its net assets, and no more than 2% of such value may be
     warrants which are not listed on the New York or American Stock Exchanges,
     or (iii) purchase or retain in its portfolio any securities issued by an
     issuer any of whose officers, directors, trustees or security holders is an
     officer or Trustee of the Trust, or is an officer or director of the
     adviser, if after the purchase of the securities of such issuer by the Fund
     one or more of such persons owns beneficially more than 1/2 of 1% of the
     shares or securities, or both, all taken at market value, of such issuer,
     and such persons owning more than 1/2 of 1% of such shares or securities
     together own beneficially more than 5% of such shares or securities, or
     both, all taken at market value; provided, however, that this restriction
     shall not apply to investments in a Mauritius Portfolio Company.

          If a percentage or rating restriction on investment or use of assets
     set forth herein or in the Prospectus is adhered to at the time a
     transaction is effected, later changes in percentage resulting from any
     cause other than actions by the Fund will not be considered a violation. If
     the value of the Fund's holdings of illiquid securities at any time exceeds
     the percentage limitation applicable at the time of acquisition due to
     subsequent fluctuations in value or other reasons, the Board of Trustees
     will consider what actions, if any, are appropriate to maintain adequate
     liquidity.



<PAGE>

                 Portfolio Transactions and Brokerage Allocation

     Specific decisions to purchase or sell securities for the Fund are made by
a portfolio manager who is an employee of the adviser or sub-adviser to the Fund
and who is appointed and supervised by senior officers of such adviser or
sub-adviser. Changes in the Fund's investments are reviewed by the Board of
Trustees of the Trust. The portfolio managers may serve other clients of the
advisers in a similar capacity.












<PAGE>

     The frequency of the Fund's portfolio transactions--the portfolio turnover
rate--will vary from year to year depending upon market conditions. Because a
high turnover rate may increase the Fund's transaction costs and the possibility
of taxable short-term gains, as well as make it more difficult for the Fund to
qualify as a registered investment company under federal tax law. Therefore, the
advisers will weigh the added costs of short-term investment against anticipated
gains. The Fund will engage in portfolio trading if its advisers believe a
transaction, net of costs (including custodian charges), will help it achieve
its investment objective.

     Because the Fund is new, there exists no portfolio turnover criteria for
the Fund.

     Under the advisory agreement and the sub-advisory agreements, the adviser
and sub-advisers shall use their best efforts to seek to execute portfolio
transactions at prices which, under the circumstances, result in total costs or
proceeds being the most favorable to the Fund. In assessing the best overall
terms available for any transaction, the adviser and sub-advisers consider all
factors they deem relevant, including the breadth of the market in the
security, the price of the security, the financial condition and execution
capability of the broker or dealer, research services provided to the adviser
or sub-advisers, and the reasonableness of the commissions, if any, both for
the specific transaction and on a continuing basis. The adviser and sub-advisers
are not required to obtain the lowest commission or the best net price for the
Fund on any particular transaction, and are not required to execute any order
in a fashion either preferential to the Fund relative to other accounts they
manage or otherwise materially adverse to such other accounts.

     Debt securities are traded principally in the over-the-counter market
through dealers acting on their own account and not as brokers. In the case of
securities traded in the over-the-counter market (where no stated commissions
are paid but the prices include a dealer's markup or markdown), the adviser or
sub-adviser to the Fund normally seeks to deal directly with the primary market
makers unless, in its opinion, best execution is available elsewhere. In the
case of securities purchased from underwriters, the cost of such securities
generally includes a fixed underwriting commission or concession. From time to
time, soliciting dealer fees are available to the adviser or sub-adviser on the
tender of the Fund's portfolio securities in so-called tender or exchange
offers. Such soliciting dealer fees are in effect recaptured for the Fund by
the adviser and sub-advisers. At present, no other recapture arrangements are in
effect.

     Under the advisory and sub-advisory agreements and as permitted by Section
28(e) of the Securities Exchange Act of 1934, the adviser or sub-advisers may
cause the Fund to pay a broker-dealer which provides brokerage and research
services to the adviser or sub-advisers, the Fund and/or other accounts for
which they exercise investment discretion an amount of commission for effecting
a securities transaction for the Fund in excess of the amount other
broker-dealers would have charged for the transaction if they determine in good
faith that the greater commission is reasonable in relation to the value of the
brokerage and research services provided by the executing broker-dealer viewed
in terms of either a particular transaction or their overall responsibilities
to accounts over which they exercise investment discretion. Not all of such
services are useful or of value in advising the Fund. The adviser and
sub-advisers report to the Board of Trustees regarding overall commissions paid
by the Fund and their reasonableness in relation to the benefits to the Fund.
The term "brokerage and research services" includes advice as to the value of
securities, the advisability of investing in, purchasing or selling securities,
and the availability of securities or of purchasers or sellers of securities,
furnishing analyses and reports concerning issues, industries, securities,
economic factors and trends, portfolio strategy and the performance of
accounts, and effecting securities transactions and performing functions
incidental thereto such as clearance and settlement.

     The management fees that the Fund pays to the adviser will not be reduced
as a consequence of the adviser's or sub-advisers' receipt of brokerage and
research services. To the extent the Fund's portfolio transactions are used to
obtain such services, the brokerage commissions paid by the Fund will exceed
those that might otherwise be paid by an amount which cannot be presently
determined. Such services generally would be useful and of value to the adviser
or sub-advisers in serving one or more of their other clients and, conversely,
such services obtained by the placement of brokerage business of other clients
generally


<PAGE>

would be useful to the adviser and sub-advisers in carrying out their
obligations to the Fund. While such services are not expected to reduce the
expenses of the adviser or sub-advisers, they would, through use of the
services, avoid the additional expenses which would be incurred if they should
attempt to develop comparable information through their own staffs.

     In certain instances, there may be securities that are suitable for the
Fund as well as one or more of the adviser's or sub-adviser's, other clients.
Investment decisions for the Fund and for other clients are made with a view to
achieving their respective investment objectives. It may develop that the same
investment decision is made for more than one client or that a particular
security is bought or sold for only one client even though it might be held by,
or bought or sold for, other clients. Likewise, a particular security may be
bought for one or more clients when one or more clients are selling that same
security. Some simultaneous transactions are inevitable when several clients
receive investment advice from the same investment adviser, particularly when
the same security is suitable for the investment objectives of more than one
client. When the Fund and other clients are simultaneously engaged in the
purchase or sale of the same security, the securities are allocated among
clients in a manner believed to be equitable to each. It is recognized that in
some cases this system could have a detrimental effect on the price or volume of
the security as far as the Fund is concerned. However, it is believed that the
ability of the Fund to participate in volume transactions will generally produce
better executions for the Fund.

     Because the Fund is new, there exists no historical brokerage commission
data to report.

     No portfolio transactions are executed with the advisers or a Shareholder
Servicing Agent, or with any affiliate of the advisers or a Shareholder
Servicing Agent, acting either as principal or as broker.

                             PERFORMANCE INFORMATION

     From time to time, the Fund may use hypothetical investment examples and
performance information in advertisements, shareholder reports or other
communications to shareholders. Performance is calculated separately for each
class of shares. Because such performance information is based on past
investment results, it should not be considered as an indication or
representation of the performance of any classes of the Fund in the future. From
time to time, the performance and yield of classes of the Fund may be quoted and
compared to those of other mutual funds with similar investment objectives,
unmanaged investment accounts, including savings accounts, or other similar
products and to stock or other relevant indices or to rankings prepared by
independent services or other financial or industry publications that monitor
the performance of mutual funds. For example, the performance of the Fund or its
classes may be compared to data prepared by Lipper Analytical Services, Inc. or
Morningstar Mutual Funds on Disc, widely recognized independent services which
monitor the performance of mutual funds. Performance and yield data as reported
in national financial publications including, but not limited to, Money
Magazine, Forbes, Barron's, The Wall Street Journal and The New York Times, or
in local or regional publications, may also be used in comparing the performance
and yield of the Fund or its classes. The Fund's performance may be compared
with indices such as the Lehman Brothers Government/Corporate Bond Index, the
Lehman Brothers Government Bond Index, the Lehman Government Bond 1-3 Year Index
and the Lehman Aggregate Bond Index; the Morgan Stanley Capital International
Europe Index (Europe Fund); the Tokyo Stock Exchange (TOPIX) First Section Index
(Japan Fund); the Morgan Stanley Capital International (All Countries) Asia
Pacific ex Japan Free Index (Southeast Asian Fund); the Morgan Stanley Capital
International Europe, Australia and Far East Index (International Equity
Portfolio); the S&P 500 Index, the Dow Jones Industrial Average or any other
commonly quoted index of common stock prices; and the Russell 2000 Index and the
NASDAQ Composite Index. Additionally, the Fund may, with proper authorization,
reprint articles written about the Fund and provide them to prospective
shareholders.

     The Fund may provide period and average annual "total rates of return." The
"total rate of return" refers to the change in the value of an investment in a
Fund over a period (which period shall be stated in any advertisement or
communication with a shareholder) based on any change in net asset value per
share including


<PAGE>

the value of any shares purchased through the reinvestment of any dividends or
capital gains distributions declared during such period. For Class A shares,
the average annual total rate of return figures will assume payment of the
maximum initial sales load at the time of purchase. For Class B and Class C
shares, the average annual total rate of return figures will assume deduction
of the applicable contingent deferred sales charge imposed on a total
redemption of shares held for the period. One-, five-, and ten-year periods
will be shown, unless the class has been in existence for a shorter-period.

     Unlike some bank deposits or other investments which pay a fixed yield for
a stated period of time, the yields and the net asset values of the classes of
shares of the Fund will vary based on market conditions, the current market
value of the securities held by the Fund and changes in the Fund's expenses. The
advisers, Shareholder Servicing Agents, the Administrator, the Distributor and
other service providers may voluntarily waive a portion of their fees on a
month-to-month basis. In addition, the Distributor may assume a portion of the
Fund's operating expenses on a month-to-month basis. These actions would have
the effect of increasing the net income (and therefore the yield and total rate
of return) of the classes of shares of the Fund during the period such waivers
are in effect. These factors and possible differences in the methods used to
calculate the yields and total rates of return should be considered when
comparing the yields or total rates of return of the classes of shares of the
Fund to yields and total rates of return published for other investment
companies and other investment vehicles (including different classes of shares).
The Trust is advised that certain Shareholder Servicing Agents may credit to the
accounts of their customers from whom they are already receiving other fees
amounts not exceeding the Shareholder Servicing Agent fees received, which will
have the effect of increasing the net return on the investment of customers of
those Shareholder Servicing Agents. Such customers may be able to obtain through
their Shareholder Servicing Agents quotations reflecting such increased return.

     The Fund presents performance information for each class thereof since the
commencement of operations of the Fund rather than the date such class was
introduced. Performance information for each class introduced after the
commencement of operations of the Fund is therefore based on the performance
history of a predecessor class. Performance information is restated to reflect
the current maximum front-end sales charge (in the case of Class A Shares) or
the maximum contingent deferred sales charge (in the case of Class B and Class C
Shares ) when presented inclusive of sales charges. Additional performance
information may be presented which does not reflect the deduction of sales
charges. Historical expenses reflected in performance information are based upon
the distribution, shareholder servicing fees and other expenses actually
incurred during the periods presented and have not been restated, for periods
during which the performance information for a particular class is based upon
the performance history of a predecessor class, to reflect the ongoing expenses
currently borne by the particular class.

     Advertising or communications to shareholders may contain the views of the
advisers as to current market, economic, trade and interest rate trends, as
well as legislative, regulatory and monetary developments, and may include
investment strategies and related matters believed to be of relevance to the
Fund.

     Advertisements for the Chase Vista Funds may include references to the
asset size of other financial products made available by Chase, such as the
offshore assets of other funds.

                              Total Rate of Return

     The total rate of return for the Fund or a class for any period will be
calculated by (a) dividing (i) the sum of the net asset value per share on the
last day of the period and the net asset value per share on the last day of the
period of shares purchasable with dividends and capital gains declared during
such period with respect to a share held at the beginning of such period and
with respect to shares purchased with such dividends and capital gains
distributions, by (ii) the public offering price per share on the first day of
such period, and (b) subtracting 1 from the result. Any annualized total rate
of return quotation will be calculated by (x) adding 1 to the period total rate
of return quotation as calculated above, (y) raising such sum to a power which
is equal to 365 divided by the number of days in such period, and (z)
subtracting 1 from the result.


<PAGE>

     The Fund may also from time to time include in advertisements or other
communications a total return figure that is not calculated according to the
formula set forth above in order to compare more accurately the performance of
the Fund with other measures of investment return.

     Because the Fund is new, there is no historical information to
provide regarding total rate of return.

                                Yield Quotations

     Any current "yield" quotation for a class of shares shall consist of an
annualized historical yield, carried at least to the nearest hundredth of one
percent, based on a thirty calendar day period and shall be calculated by (a)
raising to the sixth power the sum of 1 plus the quotient obtained by dividing
the Fund's net investment income earned during the period by the product of the
average daily number of shares outstanding during the period that were entitled
to receive dividends and the maximum offering price per share on the last day
of the period, (b) subtracting 1 from the result, and (c) multiplying the
result by 2.

     Because the Fund is new, there is no historical information to provide
regarding yields.

                        DETERMINATION OF NET ASSET VALUE

     As of the date of this Statement of Additional Information, the New York
Stock Exchange is open for trading every weekday except for the following
holidays: New Year's Day, Martin Luther King, Jr.'s Day, Presidents' Day, Good
Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and
Christmas Day. Since the Fund often invests in securities listed on foreign
exchanges which trade on Saturdays or other customary United States national
business holidays on which the Fund does not price, the Fund's portfolios will
trade and the net asset value of the Fund's shares may be significantly
affected on days on which the investor has no access to the Fund.

     The Fund calculates its NAV once each business day at the close of regular
trading on the New York Stock Exchange. Equity securities are valued at the last
sale price on the exchange on which they are primarily traded or on the NASDAQ
National Market System, or at the last quoted bid price for securities in which
there were no sales during the day or for other unlisted (over-the-counter)
securities. Bonds and other fixed income securities (other than short-term
obligations, but including listed issues) are valued on the basis of valuations
furnished by a pricing service, the use of which has been approved by the Board
of Trustees. In making such valuations, the pricing service utilizes both
dealer-supplied valuations and electronic data processing techniques that take
into account appropriate factors such as institutional-size trading in similar
groups of securities, yield, quality, coupon rate, maturity, type of issue,
trading characteristics and other market data, without exclusive reliance upon
quoted prices or exchange or over-the-counter prices, since such valuations are
believed to reflect more accurately the fair value of such securities.
Short-term obligations which mature in 60 days or less are valued at amortized
cost, which constitutes fair value as determined by the Board of Trustees.
Futures and option contracts that are traded on commodities or securities
exchanges are normally valued at the settlement price on the exchange on which
they are traded. Portfolio securities (other than short-term obligations) for
which there are no such quotations or valuations are valued at fair value as
determined in good faith by or at the direction of the Board of Trustees.

     Interest income on long-term obligations is determined on the basis of
interest accrued plus amortization of discount (generally, the difference
between coupon acquisition price and stated redemption price at maturity) and
premiums (generally, the excess of purchase price over stated redemption price
at maturity). Interest income on short-term obligations is determined on the
basis of interest and discount accrued less amortization of premium.

                      PURCHASES, REDEMPTIONS AND EXCHANGES

     The Fund has established certain procedures and restrictions, subject to
change from time to time, for purchase, redemption, and exchange orders,
including procedures for accepting telephone instructions


<PAGE>

and effecting automatic investments and redemptions. The Fund's Transfer Agent
may defer acting on a shareholder's instructions until it has received them in
proper form. In addition, the privileges described in the Prospectus are not
available until a completed and signed account application has been received by
the Transfer Agent. Telephone transaction privileges are made available to
shareholders automatically upon opening an account unless the privilege is
declined in Section 6 of the Account Application. The Telephone Exchange
Privilege is not available if you were issued certificates for shares that
remain outstanding.

     An investor can buy shares in the Fund three ways: (i) through an
investment representative; (ii) through the Fund's distributor by calling the
Chase Vista Service Center; or (iii) through the Systematic Investment Plan.
Upon receipt of any instructions or inquiries by telephone from a shareholder
or, if held in a joint account, from either party, or from any person claiming
to be the shareholder, the Fund or its agent is authorized, without notifying
the shareholder or joint account parties, to carry out the instructions or to
respond to the inquiries, consistent with the service options chosen by the
shareholder or joint shareholders in his or their latest account application or
other written request for services, including purchasing, exchanging, or
redeeming shares of the Fund and depositing and withdrawing monies from the bank
account specified in the Bank Account Registration section of the shareholder's
latest account application or as otherwise properly specified to the Fund in
writing.

     Subject to compliance with applicable regulations, the Fund has reserved
the right to pay the redemption price of its Shares, either totally or
partially, by a distribution in kind of readily marketable portfolio securities
(instead of cash). The securities so distributed would be valued at the same
amount as that assigned to them in calculating the net asset value for the
shares being sold. If a shareholder received a distribution in kind, the
shareholder could incur brokerage or other charges in converting the securities
to cash. The Trust has filed an election under Rule 18f-1 committing to pay in
cash all redemptions by a shareholder of record up to amounts specified by the
rule (approximately $250,000).

                                 Class A Shares

     The public offering price of Class A shares is the net asset value plus a
sales charge that varies depending on the size of your purchase. The Fund
receives the net asset value. The sales charge is allocated between your
broker-dealer and the Fund's distributor as shown in the following table,
except when the Fund's distributor, in its discretion, allocates the entire
amount to your broker-dealer.

<TABLE>
<CAPTION>
                                                               Amount of
                                    Sales charge as a         sales charge
                                      percentage of:          reallowed to
                                -------------------------     dealers as a
Amount of transaction at         Offering     Net amount     percentage of
   offering price ($)              price       invested      offering price
-----------------------------   ----------   ------------   ---------------
<S>                                <C>           <C>              <C>
Under 100,000                      [5.75          6.10             5.00]
100,000 but under 250,000          [3.75          3.90             3.25]
250,000 but under 500,000          [2.50          2.56             2.25]
500,000 but under 1,000,000        [2.00          2.04             1.75]
</TABLE>

     There is no initial sales charge on purchases of Class A shares of $1
million or more.

     The Fund's distributor pays broker-dealers commissions on net sales of
Class A shares of $1 million or more based on an investor's cumulative
purchases. Such commissions are paid at the rate of 1.00% of the amount under
$2.5 million, 0.75% of the next $7.5 million, 0.50% of the next $40 million and
0.20% thereafter. The Fund's distributor may withhold payments with respect to
short-term investments.

     Investors in Class A shares may qualify for reduced initial sales charges
by signing a statement of intention (the "Statement"). This enables the investor
to aggregate purchases of Class A shares in the Fund with purchases of Class A
shares of any other Fund in the Trust (or if the Fund has only one class, shares


<PAGE>

of the Fund), excluding shares of any Chase Vista money market fund, during a
13-month period. The sales charge is based on the total amount to be invested
in Class A shares during the 13-month period. All Class A or other qualifying
shares of the Fund currently owned by the investor will be credited as
purchases (at their current offering prices on the date the Statement is
signed) toward completion of the Statement. A 90-day back-dating period can be
used to include earlier purchases at the investor's cost. The 13-month period
would then begin on the date of the first purchase during the 90-day period. No
retroactive adjustment will be made if purchases exceed the amount indicated in
the Statement. A shareholder must notify the Transfer Agent or Distributor
whenever a purchase is being made pursuant to a Statement.

     The Statement is not a binding obligation on the investor to purchase the
full amount indicated; however, on the initial purchase, if required (or
subsequent purchases if necessary), 5% of the dollar amount specified in the
Statement will be held in escrow by the Transfer Agent in Class A shares (or if
the Fund has only one class and is subject to an initial sales charge, shares of
the Fund) registered in the shareholder's name in order to assure payment of the
proper sales charge. If total purchases pursuant to the Statement (less any
dispositions and exclusive of any distributions on such shares automatically
reinvested) are less than the amount specified, the investor will be requested
to remit to the Transfer Agent an amount equal to the difference between the
sales charge paid and the sales charge applicable to the aggregate purchases
actually made. If not remitted within 20 days after written request, an
appropriate number of escrowed shares will be redeemed in order to realize the
difference. This privilege is subject to modification or discontinuance at any
time with respect to all shares purchased thereunder. Reinvested dividend and
capital gain distributions are not counted toward satisfying the Statement.

     Class A shares of the Fund may also be purchased by any person at a reduced
initial sales charge which is determined by (a) aggregating the dollar amount
of the new purchase and the greater of the purchaser's total (i) net asset
value or (ii) cost of any shares acquired and still held in the Fund, or any
other Chase Vista fund excluding any Chase Vista money market fund, and (b)
applying the initial sales charge applicable to such aggregate dollar value
(the "Cumulative Quantity Discount"). The privilege of the Cumulative Quality
Discount is subject to modification or discontinuance at any time with respect
to all Class A shares (or if a Fund has only one class and is subject to an
initial sales charge, shares of such Fund) purchased thereafter.

     An individual who is a member of a qualified group (as hereinafter defined)
may also purchase Class A shares of the Fund (or if the Fund has only one class
and is subject to an initial sales charge, shares of the Fund) at the reduced
sales charge applicable to the group taken as a whole. The reduced initial sales
charge is based upon the aggregate dollar value of Class A shares (or if the
Fund has only one class and is subject to an initial sales charge, shares of the
Fund) previously purchased and still owned by the group plus the securities
currently being purchased and is determined as stated in the preceding
paragraph. In order to obtain such discount, the purchaser or investment dealer
must provide the Transfer Agent with sufficient information, including the
purchaser's total cost, at the time of purchase to permit verification that the
purchaser qualifies for a cumulative quantity discount, and confirmation of the
order is subject to such verification. Information concerning the current
initial sales charge applicable to a group may be obtained by contacting the
Transfer Agent.

     A "qualified group" is one which (i) has been in existence for more than
six months, (ii) has a purpose other than acquiring Class A shares (or if the
Fund has only one class and is subject to an initial sales charge, shares of the
Fund) at a discount and (iii) satisfies uniform criteria which enables the
Distributor to realize economies of scale in its costs of distributing Class A
shares (or if the Fund has only one class and is subject to an initial sales
charge, shares of the Fund). A qualified group must have more than 10 members,
must be available to arrange for group meetings between representatives of the
Fund and the members, must agree to include sales and other materials related to
the Fund in its publications and mailings to members at reduced or no cost to
the Distributor, and must seek to arrange for payroll deduction or other bulk
transmission of investments in the Fund. This privilege is subject to
modification or discontinuance at any time with respect to all Class A shares
(or if the Fund has only one class and is subject to an initial sales charge,
shares of the Fund) purchased thereafter.


<PAGE>

     Some participant-directed employee benefit plans participate in a
"multi-fund" program which offers both Chase Vista and non-Chase Vista mutual
funds. With Board of Trustee approval, the money that is invested in Chase
Vista Funds may be combined with the other mutual funds in the same program
when determining the plan's eligibility to buy Class A shares without a sales
charge. These investments will also be included for purposes of the discount
privileges and programs described above.

     No initial sales charge will apply to the purchase of the Fund's Class A
shares if (i) one is investing proceeds from a qualified retirement plan where
a portion of the plan was invested in the Chase Vista Funds, (ii) one is
investing through any qualified retirement plan with 50 or more participants or
(iii) the investor is a participant in certain qualified retirement plans and
is investing (or reinvesting) the proceeds from the repayment of a plan loan
made to him or her.

     The Fund may sell Class A shares at net asset value without an initial
sales charge to the current and retired Trustees (and their immediate
families), current and retired employees (and their immediate families) of
Chase, the Fund's distributor and transfer agent or any affiliates or
subsidiaries thereof, registered representatives and other employees (and their
immediate families) of broker-dealers having selected dealer agreements with
the Fund's distributor, employees (and their immediate families) of financial
institutions having selected dealer agreements with the Fund's distributor (or
otherwise having an arrangement with a broker-dealer or financial institution
with respect to sales of Chase Vista Fund shares), financial institutions trust
departments investing an aggregate of $1 million or more in the Chase Vista
Funds and clients of certain administrators of tax-qualified plans when
proceeds from repayments of loans to participants are invested (or reinvested)
in the Chase Vista Funds.

     Purchases of the Fund's Class A shares may be made with no initial sales
charge through an investment adviser or financial planner that charges a fee
for its services. Purchases of the Fund's Class A shares may be made with no
initial sales charge (i) by an investment adviser, broker or financial planner,
provided arrangements are pre-approved and purchases are placed through an
omnibus account with the Fund or (ii) by clients of such investment adviser or
financial planner who place trades for their own accounts, if such accounts are
linked to a master account of such investment adviser or financial planner on
the books and records of the broker or agent. Such purchases may also be made
for retirement and deferred compensation plans and trusts used to fund those
plans.

     Investors may incur a fee if they effect transactions through a broker or
agent.

     Purchases of the Fund's Class A shares may be made with no initial sales
charge in accounts opened by a bank, trust company or thrift institution which
is acting as a fiduciary exercising investment discretion, provided that
appropriate notification of such fiduciary relationship is reported at the time
of the investment to the Fund, the Fund's distributor or the Chase Vista Funds
Service Center.

     Shareholders of record of any Chase Vista fund as of November 30, 1990 and
certain immediate family members may purchase the Fund's Class A shares with no
initial sales charge for as long as they continue to own Class A shares of any
Chase Vista fund, provided there is no change in account registration.

     The Fund may sell Class A shares at net asset value without an initial
sales charge in connection with the acquisition by the Fund of assets of an
investment company or personal holding company.

     Shareholders of other Chase Vista Funds may be entitled to exchange their
shares for, or reinvest distributions from their funds in, shares of the Fund at
net asset value.

     The Fund reserves the right to change any of these policies at any time
and may reject any request to purchase shares at a reduced sales charge.

     Reinstatement Privilege. Upon written request, Class A shareholders of the
Fund have a one time privilege of reinstating their investment in the Fund at
net asset value next determined subject to written request within 90 calendar
days of the redemption. The reinstatement request must be accompanied by payment
for the shares (not in excess of the redemption), and shares will be purchased
at the next determined net asset value.


<PAGE>

Class B (or C) shareholders who have redeemed their shares and paid a CDSC with
such redemption may purchase Class A shares with no initial sales charge (in an
amount not in excess of their redemption proceeds) if the purchase occurs
within 90 days of the redemption of the Class B (or C) shares.

     Under the Exchange Privilege, shares may be exchanged for shares of
another fund only if shares of the fund exchanged into are registered in the
state where the exchange is to be made. Shares of the Fund may only be exchanged
into another fund if the account registrations are identical. With respect to
exchanges from any Vista money market fund, shareholders must have acquired
their shares in such money market fund by exchange from one of the Vista
non-money market funds or the exchange will be done at relative net asset value
plus the appropriate sales charge. Any such exchange may create a gain or loss
to be recognized for federal income tax purposes. Normally, shares of the fund
to be acquired are purchased on the redemption date, but such purchase may be
delayed by either fund for up to five business days if a fund determines that
it would be disadvantaged by an immediate transfer of the proceeds.

     The Fund's distributor pays broker-dealers a commission of 4.00% of the
offering price on sales of Class B shares and a commission of 1.00% of the
offering price on sales of Class C shares. The distributor keeps the entire
amount of any CDSC the investor pays.

     The contingent deferred sales charge for Class B and Class C shares will be
waived for certain exchanges and for redemptions in connection with the Fund's
systematic withdrawal plan, subject to the conditions described in the
Prospectus. In addition, subject to confirmation of a shareholder's status, the
contingent deferred sales charge will be waived for: (i) a total or partial
redemption made within one year of the shareholder's death or initial
qualification for Social Security disability payments; (ii) a redemption in
connection with a Minimum Required Distribution from an IRA, Keogh or custodial
account under section 403(b) of the Internal Revenue Code or a mandatory
distribution from a qualified plan; (iii) redemptions made from an IRA, Keogh or
custodial account under section 403(b) of the Internal Revenue Code through an
established Systematic Redemption Plan; (iv) a redemption resulting from an
over-contribution to an IRA; (v) distributions from a qualified plan upon
retirement; and, (vi) an involuntary redemption of an account balance under
$500. Up to 12% of the value of Class B shares subject to a systematic
withdrawal plan may also be redeemed each year without a CDSC, provided that the
Class B account had a minimum balance of $20,000 at the time the systematic
withdrawal plan was established.

     Class B shares automatically convert to Class A shares (and thus are then
subject to the lower expenses borne by Class A shares) after a period of time
specified below has elapsed since the date of purchase (the "CDSC Period"),
together with the pro rata portion of all Class B shares representing dividends
and other distributions paid in additional Class B shares attributable to the
Class B shares then converting. The conversion of Class B shares purchased on
or after May 1, 1996, will be effected at the relative net asset values per
share of the two classes on the first business day of the month following the
eighth anniversary of the original purchase. The conversion of Class B shares
purchased prior to May 1, 1996, will be effected at the relative net asset
values per share of the two classes on the first business day of the month
following the seventh anniversary of the original purchase. If any exchanges of
Class B shares during the CDSC Period occurred, the holding period for the
shares exchanged will be counted toward the CDSC Period. At the time of the
conversion the net asset value per share of the Class A shares may be higher or
lower than the net asset value per share of the Class B shares; as a result,
depending on the relative net asset values per share, a shareholder may receive
fewer or more Class A shares than the number of Class B shares converted.

     The Fund may require signature guarantees for changes that shareholders
request be made in the Fund records with respect to their accounts, including
but not limited to, changes in bank accounts, for any written requests for
additional account services made after a shareholder has submitted an initial
account application to the Fund, and in certain of the circumstances described
in the Prospectus. The Fund may also refuse to accept or carry out any
transaction that does not satisfy any restrictions then in effect. A signature
guarantee may be obtained from a bank, trust company, broker-dealer or other
member of a national securities exchange. Please note that a notary public
cannot provide a signature guarantee.


<PAGE>

                           DISTRIBUTIONS; TAX MATTERS

     The following is only a summary of certain additional tax considerations
generally affecting the Fund and its shareholders that are not described in
the Prospectus. No attempt is made to present a detailed explanation
of the tax treatment of the Fund or its shareholders, and the discussion here
and in the Prospectus is not intended as a substitute for careful tax planning.

                 Qualification as a Regulated Investment Company

     The Fund has elected to be taxed as a regulated investment company under
Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code") and
to meet all other requirements that are necessary for it to be relieved of
federal taxes on income and gains it distributes to shareholders. Net investment
income for the Fund consists of all interest accrued and discounts earned, less
amortization of any market premium on the portfolio assets of the Fund and the
accrued expenses of the Fund. As a regulated investment company, the Fund is not
subject to federal income tax on the portion of its net investment income (i.e.,
its investment company taxable income, as that term is defined in the Code,
without regard to the deduction for dividends paid) and net capital gain (i.e.,
the excess of net long-term capital gain over net short-term capital loss) that
it distributes to shareholders, provided that it distributes at least 90% of its
net investment income for the taxable year (the "Distribution Requirement"), and
satisfies certain other requirements of the Code that are described below.

     In addition to satisfying the Distribution Requirement, a regulated
investment company must (1) derive at least 90% of its gross income from
dividends, interest, certain payments with respect to securities loans, gains
from the sale or other disposition of stock or securities or foreign currencies
(to the extent such currency gains are directly related to the regulated
investment company's principal business of investing in stock or securities)
and other income (including but not limited to gains from options, futures or
forward contracts) derived with respect to its business of investing in such
stock, securities or currencies (the "Income Requirement").

     In addition to satisfying the requirements described above, the Fund must
satisfy an asset diversification test in order to qualify as a regulated
investment company. Under this test, at the close of each quarter of the Fund's
taxable year, at least 50% of the value of the Fund's assets must consist of
cash and cash items, U.S. Government securities, securities of other regulated
investment companies, and securities of other issuers (as to which the Fund has
not invested more than 5% of the value of the Fund's total assets in securities
of such issuer and as to which the Fund does not hold more than 10% of the
outstanding voting securities of such issuer), and no more than 25% of the
value of its total assets may be invested in the securities of any one issuer
(other than U.S. Government securities and securities of other regulated
investment companies), or in two or more issuers which the Fund controls and
which are engaged in the same or similar trades or businesses.

     The Fund may engage in hedging or derivatives transactions involving
foreign currencies, forward contracts, options and futures contracts (including
options, futures and forward contracts on foreign currencies) and short sales.
See "Additional Policies Regarding Derivative and Related Transactions." Such
transactions will be subject to special provisions of the Code that, among other
things, may affect the character of gains and losses realized by the Fund (that
is, may affect whether gains or losses are ordinary or capital), accelerate
recognition of income of the Fund and defer recognition of certain of the Fund's
losses. These rules could therefore affect the character, amount and timing of
distributions to shareholders. In addition, these provisions (1) will require
the Fund to "mark-to-market" certain types of positions in its portfolio (that
is, treat them as if they were closed out) and (2) may cause the Fund to
recognize income without receiving cash with which to pay dividends or make
distributions in amounts necessary to satisfy the Distribution Requirement and
avoid the 4% excise tax (described below). The Fund intends to monitor its
transactions, will make the appropriate tax elections and will make the
appropriate entries in its books and records when it acquires any option,
futures contract, forward contract or hedged investment in order to mitigate the
effect of these rules.


<PAGE>

     If the Fund purchases shares in a "passive foreign investment company" (a
"PFIC"), the Fund may be subject to U.S. federal income tax on a portion of
any "excess distribution" or gain from the disposition of such shares even if
such income is distributed as a taxable dividend by the Fund to its
shareholders. Additional charges in the nature of interest may be imposed on
the Fund in respect of deferred taxes arising from such distributions or gains.
If the Fund were to invest in a PFIC and elected to treat the PFIC as a
"qualified electing fund" under the Code (a "QEF"), in lieu of the foregoing
requirements, the Fund would be required to include in income each year a
portion of the ordinary earnings and net capital gain of the qualified electing
fund, even if not distributed to the Fund. Alternatively, under recently
enacted legislation, the Fund can elect to mark-to-market at the end of each
taxable year its shares in a PFIC; in this case, the Fund would recognize as
ordinary income any increase in the value of such shares, and as ordinary loss
any decrease in such value to the extent it did not exceed prior increases
included in income. Under either election, the Fund might be required to
recognize in a year income in excess of its distributions from PFICs and its
proceeds from dispositions of PFIC stock during that year, and such income
would nevertheless be subject to the Distribution Requirement and would be
taken into account for purposes of the 4% excise tax (described below).

     If for any taxable year the Fund does not qualify as a regulated investment
company, all of its taxable income (including its net capital gain) will be
subject to tax at regular corporate rates without any deduction for
distributions to shareholders, and such distributions will be taxable to the
shareholders as ordinary dividends to the extent of the Fund's current and
accumulated earnings and profits. Such distributions generally will be eligible
for the dividends-received deduction in the case of corporate shareholders.

                  Excise Tax on Regulated Investment Companies

     A 4% non-deductible excise tax is imposed on a regulated investment
company that fails to distribute in each calendar year an amount equal to 98%
of ordinary taxable income for the calendar year and 98% of capital gain net
income for the one-year period ended on October 31 of such calendar year (or,
at the election of a regulated investment company having a taxable year ending
November 30 or December 31, for its taxable year (a "taxable year election")).
The balance of such income must be distributed during the next calendar year.
For the foregoing purposes, a regulated investment company is treated as having
distributed any amount on which it is subject to income tax for any taxable
year ending in such calendar year.

     The Fund intends to make sufficient distributions or deemed distributions
of its ordinary taxable income and capital gain net income prior to the end of
each calendar year to avoid liability for the excise tax. However, investors
should note that the Fund may in certain circumstances be required to liquidate
portfolio investments to make sufficient distributions to avoid excise tax
liability.

                               Fund Distributions

     The Fund anticipates distributing substantially all of its net investment
income for each taxable year. An investor can choose from three distribution
options: (i) reinvest all distributions in additional Fund shares without a
sales charge; (ii) receive distributions from net investment income in cash or
by ACH to a pre-established bank account while reinvesting capital gains
distributions in additional shares without a sales charge; or, (3) receive all
distributions in cash or by ACH. One can change his or her distribution option
by notifying the Chase Vista service center in writing. If an investor does not
select an option when he or she opens his or her account, all distributions will
be reinvested. All distributions not paid in cash or by ACH will be reinvested
in shares of the same share class. The investor will receive a statement
confirming reinvestment of distributions in additional Fund shares promptly
following the quarter in which the reinvestment occurs.

     If a check representing the Fund distribution is not cashed within a
specified period, the Chase Vista Service Center will notify the investor that
he or she has the option of requesting another check or reinvesting the
distribution in the Fund or in an established account of another Chase Vista
fund without a sales charge.


<PAGE>

If the Chase Vista Service Center does not receive the investor's election, the
distribution will be reinvested in the Fund. Similarly, if the Fund or the
Chase Vista Service Center sends you correspondence returned as
"undeliverable," distributions will automatically be reinvested in the Fund.
Such distributions will be taxable to shareholders as ordinary income and
treated as dividends for federal income tax purposes, but they will not qualify
for the 70% dividends-received deduction for corporate shareholders of the
Funds. Dividends paid on Class A and Class B shares are calculated at the same
time. In general, dividends on Class B shares are expected to be lower than
those on Class A shares due to the higher distribution expenses borne by the
Class B shares. Dividends may also differ between classes as a result of
differences in other class specific expenses.

     The Fund may either retain or distribute to shareholders its net capital
gain for each taxable year. The Fund currently intends to distribute any such
amounts. If net capital gain is distributed and designated as a capital gain
dividend, it will be taxable to shareholders as long-term capital gain,
regardless of the length of time the shareholder has held his shares or whether
such gain was recognized by the Fund prior to the date on which the shareholder
acquired his shares.

     [Under current legislation, the maximum rate of tax on long-term capital
gains of individuals is 20% (10% for gains otherwise taxed at 15%) for
long-term capital gains realized with respect to capital assets held for more
than 12 months. Additionally, the maximum tax rate for capital assets with a
holding period beginning after December 31, 2000 and held for more than five
years will be 18%.]

     Conversely, if the Fund elects to retain its net capital gain, the Fund
will be taxed thereon (except to the extent of any available capital loss
carryovers) at the 35% corporate tax rate. If the Fund elects to retain its net
capital gain, it is expected that the Fund also will elect to have shareholders
of record on the last day of its taxable year treated as if each received a
distribution of his pro rata share of such gain, with the result that each
shareholder will be required to report his pro rata share of such gain on his
tax return as long-term capital gain, will receive a refundable tax credit for
his pro rata share of tax paid by the Fund on the gain, and will increase the
tax basis for his shares by an amount equal to the deemed distribution less the
tax credit.

     Investment income that may be received by the Fund from sources within
foreign countries may be subject to foreign taxes withheld at the source. The
United States has entered into tax treaties with many foreign countries which
entitle the Fund to a reduced rate of, or exemption from, taxes on such income.
It is impossible to determine the effective rate of foreign tax in advance since
the amount of the Fund's assets to be invested in various countries is not
known. If more than 50% of the value of the Fund's total assets at the close of
its taxable year consists of the stock or securities of foreign corporations,
the Fund may elect to "pass through" to the Fund's shareholders the amount of
foreign taxes paid by the Fund. If the Fund so elects, each shareholder would be
required to include in gross income, even though not actually received, his pro
rata share of the foreign taxes paid by the Fund, but would be treated as having
paid his pro rata share of such foreign taxes and would therefore be allowed to
either deduct such amount in computing taxable income or use such amount
(subject to various Code limitations) as a foreign tax credit against federal
income tax (but not both). For purposes of the foreign tax credit limitation
rules of the Code, each shareholder would treat as foreign source income his pro
rata share of such foreign taxes plus the portion of dividends received from the
Fund representing income derived from foreign sources. In certain circumstances,
a shareholder that (i) has held shares of the Fund for less than a specified
minimum period during which it is not protected from risk of loss or (ii) is
obligated to make payments related to the dividends, will not be allowed a
foreign tax credit for foreign taxes deemed imposed on dividends paid on such
shares. The Fund must also meet this holding period requirement with respect to
its foreign stock and securities in order to flow through "creditable" taxes. No
deduction for foreign taxes could be claimed by an individual shareholder who
does not itemize deductions. Each shareholder should consult his own tax advisor
regarding the potential application of foreign tax credits.

     The Fund may make investments that produce income that is not matched by a
corresponding cash distribution to the Fund, such as investments in obligations
such as certain Brady Bonds or zero coupon


<PAGE>

securities having original issue discount or market discount if the Fund elects
to accrue market discount on a current basis. In addition, income may continue
to accrue for federal income tax purposes with respect to a non-performing
investment. Any of the foregoing income would be treated as income earned by
the Fund and therefore would be subject to the distribution requirements of the
Code. Because such income may not be matched by a corresponding cash
distribution to the Fund, the Fund may be required to dispose of other
securities to be able to make distributions to its investors.

     Distributions by the Fund that do not constitute ordinary income dividends
or capital gain dividends will be treated as a return of capital to the extent
of (and in reduction of) the shareholder's tax basis in his shares; any excess
will be treated as gain from the sale of his shares, as discussed below.

     Distributions by the Fund will be treated in the manner described above
regardless of whether such distributions are paid in cash or reinvested in
additional shares of the Fund (or of another fund). Shareholders receiving a
distribution in the form of additional shares will be treated as receiving a
distribution in an amount equal to the fair market value of the shares
received, determined as of the reinvestment date. In addition, if the net asset
value at the time a shareholder purchases shares of a Fund reflects
undistributed net investment income or recognized capital gain net income, or
unrealized appreciation in the value of the assets of the Fund, distributions
of such amounts will be taxable to the shareholder in the manner described
above, although such distributions economically constitute a return of capital
to the shareholder.

     Ordinarily, shareholders are required to take distributions by the Fund
into account in the year in which the distributions are made. However, dividends
declared in October, November or December of any year and payable to
shareholders of record on a specified date in such a month will be deemed to
have been received by the shareholders (and made by the Fund) on December 31 of
such calendar year if such dividends are actually paid in January of the
following year. Shareholders will be advised annually as to the U.S. federal
income tax consequences of distributions made (or deemed made) during the year.

     The Fund will be required in certain cases to withhold and remit to the
U.S. Treasury 31% of ordinary income dividends and capital gain dividends, and
the proceeds of redemption of shares, paid to any shareholder (1) who has
provided either an incorrect tax identification number or no number at all, (2)
who is subject to backup withholding by the IRS for failure to report the
receipt of interest or dividend income properly, or (3) who has failed to
certify to the Fund that it is not subject to backup withholding or that it is
a corporation or other "exempt recipient."

                          Sale or Redemption of Shares

     A shareholder will recognize gain or loss on the sale or redemption of
shares of the Fund in an amount equal to the difference between the proceeds of
the sale or redemption and the shareholder's adjusted tax basis in the shares.
All or a portion of any loss so recognized may be disallowed if the shareholder
purchases other shares of the Fund within 30 days before or after the sale or
redemption. In general, any gain or loss arising from (or treated as arising
from) the sale or redemption of shares of the Fund will be considered capital
gain or loss and will be long-term capital gain or loss if the shares were held
for longer than one year. However, any capital loss arising from the sale or
redemption of shares held for six months or less will be treated as a long-term
capital loss to the extent of the amount of capital gain dividends received on
such shares.

                              Foreign Shareholders

     Taxation of a shareholder who, as to the United States, is a nonresident
alien individual, foreign trust or estate, foreign corporation, or foreign
partnership ("foreign shareholder"), depends on whether the income from the
Fund is "effectively connected" with a U.S. trade or business carried on by
such shareholder.

     If the income from the Fund is not effectively connected with a U.S. trade
or business carried on by a foreign shareholder, dividends paid to a foreign
shareholder from net investment income will be subject to U.S. withholding tax
at the rate of 30% (or lower treaty rate) upon the gross amount of the
dividend. Fur-


<PAGE>

thermore, such a foreign shareholder may be subject to U.S. withholding tax at
the rate of 30% (or lower treaty rate) on the gross income resulting from the
Fund's election to treat any foreign taxes paid by it as paid by its
shareholders, but may not be allowed a deduction against this gross income or a
credit against this U.S. withholding tax for the foreign shareholder's pro rata
share of such foreign taxes which it is treated as having paid. Such a foreign
shareholder would generally be exempt from U.S. federal income tax on gains
realized on the sale of shares of the Fund, and capital gain dividends and
amounts retained by the Fund that are designated as undistributed capital
gains.

     If the income from the Fund is effectively connected with a U.S. trade or
business carried on by a foreign shareholder, then ordinary income dividends,
capital gain dividends and any gains realized upon the sale of shares of the
Fund will be subject to U.S. federal income tax at the rates applicable to U.S.
citizens or domestic corporations.

     In the case of foreign noncorporate shareholders, the Fund may be required
to withhold U.S. federal income tax at a rate of 31% on distributions that are
otherwise exempt from withholding tax (or taxable at a reduced treaty rate)
unless such shareholders furnish the Fund with proper notification of their
foreign status.

     The tax consequences to a foreign shareholder entitled to claim the
benefits of an applicable tax treaty may be different from those described
herein. Foreign shareholders are urged to consult their own tax advisers with
respect to the particular tax consequences to them of an investment in the Fund,
including the applicability of foreign taxes.

                           State and Local Tax Matters

     Depending on the residence of the shareholder for tax purposes,
distributions may also be subject to state and local taxes or withholding taxes.
Most states provide that a RIC may pass through (without restriction) to its
shareholders state and local income tax exemptions available to direct owners of
certain types of U.S. government securities (such as U.S. Treasury obligations).
Thus, for residents of these states, distributions derived from the Fund's
investment in certain types of U.S. government securities should be free from
state and local income taxes to the extent that the interest income from such
investments would have been exempt from state and local income taxes if such
securities had been held directly by the respective shareholders themselves.
Certain states, however, do not allow a RIC to pass through to its shareholders
the state and local income tax exemptions available to direct owners of certain
types of U.S. government securities unless the RIC holds at least a required
amount of U.S. government securities. Accordingly, for residents of these
states, distributions derived from the Fund's investment in certain types of
U.S. government securities may not be entitled to the exemptions from state and
local income taxes that would be available if the shareholders had purchased
U.S. government securities directly. Shareholders' dividends attributable to the
Fund's income from repurchase agreements generally are subject to state and
local income taxes, although states and regulations vary in their treatment of
such income. The exemption from state and local income taxes does not preclude
states from asserting other taxes on the ownership of U.S. government
securities. To the extent that the Fund invests to a substantial degree in U.S.
government securities which are subject to favorable state and local tax
treatment, shareholders of the Fund will be notified as to the extent to which
distributions from the Fund are attributable to interest on such securities.
Rules of state and local taxation of ordinary income dividends and capital gain
dividends from RICs may differ from the rules for U.S. federal income taxation
in other respects. Shareholders are urged to consult their tax advisers as to
the consequences of these and other state and local tax rules affecting
investment in the Fund.


<PAGE>

                         Effect of Future Legislation

     The foregoing general discussion of U.S. federal income tax consequences
is based on the Code and the Treasury Regulations issued thereunder as in
effect on the date of this Statement of Additional Information. Future
legislative or administrative changes or court decisions may significantly
change the conclusions expressed herein, and any such changes or decisions may
have a retroactive effect with respect to the transactions contemplated herein.


<PAGE>

                      MANAGEMENT OF THE TRUST AND THE FUND

                              Trustees and Officers

     The Trustees and officers of the Trust and their principal occupations for
at least the past five years are set forth below. Their titles may have varied
during that period.

     Fergus Reid, III--Chairman of the Trust. Chairman and Chief Executive
Officer, Lumelite Corporation, since September 1985; Trustee, Morgan Stanley
Funds. Age: 67. Address: 202 June Road, Stamford, CT 06903.

     *H. Richard Vartabedian--Trustee and President of the Trust. Investment
Management Consultant, formerly, Senior Investment Officer, Division Executive
of the Investment Management Division of The Chase Manhattan Bank, N.A., 1980
through 1991. Age: 64. Address: P.O. Box 296, Beach Road, Hendrick's Head,
Southport, ME 04576.

     William J. Armstrong--Trustee. Consultant, Enduneering, Inc.; formerly,
Vice President and Treasurer, Ingersoll-Rand Company. Age: 58. Address: 287
Hampshire Ridge, Park Ridge, NJ 07656.

     John R.H. Blum--Trustee. Attorney in private practice; formerly, partner
in the law firm of Richards, O'Neil & Allegaert; Commissioner of
Agriculture--State of Connecticut, 1992-1995. Age: 70. Address: 322 Main
Street, Lakeville, CT 06039.

     Stuart W. Cragin, Jr.--Trustee. Retired; formerly President, Fairfield
Testing Laboratory, Inc. He has previously served in a variety of marketing,
manufacturing and general management positions with Union Camp Corp., Trinity
Paper & Plastics Corp., and Conover Industries. Age: 66. Address: 108 Valley
Road, Cos Cob, CT 06807.

     Roland R. Eppley, Jr.--Trustee. Retired; formerly President and Chief
Executive Officer, Eastern States Bankcard Association Inc., (1971-1988);
Director, Janel Hydraulics, Inc.; Director of The Hanover Funds, Inc. Age: 67.
Address: 105 Coventry Place, Palm Beach Gardens, FL 33418.

     Joseph J. Harkins--Trustee. Retired; formerly, Commercial Sector Executive
and Executive Vice President of The Chase Manhattan Bank, N.A. from 1985 through
1990. He has been employed by Chase in numerous capacities and offices since
1954. Director of Jefferson Insurance Company of New York and Monticello
Insurance Company. Age: 69. Address: 257 Plantation Circle South,
Ponte Vedra Beach, FL 32082.

     *Sarah E. Jones--Trustee. President and Chief Operating Officer of Chase
Mutual Funds Corp.; formerly Managing Director for the Global Asset Management
and Private Banking Division of The Chase Manhattan Bank. Age: 47. Address:
Chase Mutual Funds Corp., 1211 Avenue of the Americas, 41st Floor, New York,
New York 10081.

     W.D. MacCallan--Trustee. Director of The Adams Express Co. and Petroleum &
Resources Corp.; formerly Chairman of the Board and Chief Executive Officer of
The Adams Express Co. and Petroleum & Resources Corp.; Director of The Hanover
Funds, Inc. and The Hanover Investment Funds, Inc. Age: 72. Address: 624 East
45th Street, Savannah, GA 31405

     W. Perry Neff--Trustee. Independent Financial Consultant; Director of
Petroleum & Resources Corp. and The Adams Express Co.; Director and Chairman of
The Hanover Funds, Inc. Age: 73. Address: RR 1 Box 102, Weston, VT 05181.


<PAGE>

     *Leonard M. Spalding, Jr.--Trustee. Retired; formerly, Chief Executive
Officer of Chase Mutual Funds Corp.; formerly President and Chief Executive
Officer of Vista Capital Management; Chief Investment Executive of The Chase
Manhattan Bank. Age: 64. Address: 2025 Lincoln Park Road, Springfield, KY 40069.

     Richard E. Ten Haken--Trustee. Chairman of the Audit Committee. Formerly
District Superintendent of Schools, Monroe No. 2 and Orleans Counties, New
York; Chairman of the Board and President, New York State Teachers' Retirement
System. Age: 65. Address: 4 Barnfield Road, Pittsford, NY 14534.

     Irving L. Thode--Trustee. Retired; formerly Vice President of Quotron
Systems. He has previously served in a number of executive positions with
Control Data Corp., including President of its Latin American Operations, and
General Manager of its Data Services business. Age: 69. Address: 80 Perkins
Road, Greenwich, CT 06830.

     Martin R. Dean--Treasurer and Assistant Secretary. Associate Director,
Accounting Services, BISYS Fund Services, Inc.; formerly Senior Manager, KPMG
Peat Marwick (1987-1994). Age: 37. Address: 3435 Stelzer Road, Columbus, OH
43219.

     Lisa Hurley--Secretary. Senior Vice President and General Counsel, BISYS
Fund Services, Inc.; formerly Counsel to Moore Capital Management and General
Counsel to Global Asset Management and Northstar Investments Management. Age:
45. Address: 90 Park Avenue, New York, NY 10016.

     Vicky M. Hayes--Assistant Secretary. Vice President and Global Marketing
Manager, Vista Fund Distributors, Inc.; formerly Assistant Vice President,
Alliance Capital Management and held various positions with J. & W. Seligman &
Co. Age: 37. Address: 1211 Avenue of the Americas, 41st Floor, New York, NY
10081.

     Alaina Metz--Assistant Secretary. Chief Administrative Officer, BISYS Fund
Services, Inc.; formerly Supervisor, Blue Sky Department, Alliance Capital
Management L.P. Age: 33. Address: 3435 Stelzer Road, Columbus, OH 43219.

----------
* Asterisks indicate those Trustees that are "Interested Persons" (as defined
  in the 1940 Act). Mr. Reid is not an interested person of the Trust's
  investment advisers or principal underwriter, but may be deemed an
  interested person of the Trust solely by reason of being an officer of the
  Trust.

     The Board of Trustees of the Trust presently has an Audit Committee. The
members of the Audit Committee are Messrs. Ten Haken (Chairman), Armstrong,
Eppley, MacCallan and Thode. The function of the Audit Committee is to
recommend independent auditors and monitor accounting and financial matters.
[The Audit Committee met two times during the fiscal year ended October 31,
2000.]

     The Board of Trustees of the Trust has established an Investment
Committee. The members of the Investment Committee are Messrs. Vartabedian
(Chairman), Reid and Spalding. The function of the Investment Committee is to
review the investment management process of the Trust.

     The Trustees and officers of the Trust appearing in the table above also
serve in the same capacities with respect to Mutual Fund Trust, Mutual Fund
Variable Annuity Trust, Mutual Fund Select Group, Mutual Fund Select
Trust, Capital Growth Portfolio, Growth and Income Portfolio and International
Equity Portfolio (these entities, together with the Trust, are referred to
below as the "Chase Vista Funds").


<PAGE>

            Remuneration of Trustees and Certain Executive Officers:

     Each Trustee is reimbursed for expenses incurred in attending each meeting
of the Board of Trustees or any committee thereof. Each Trustee who is not an
affiliate of the advisers is compensated for his or her services according to a
fee schedule which recognizes the fact that each Trustee also serves as a
Trustee of other investment companies advised by the advisers. Each Trustee
receives a fee, allocated among all investment companies for which the Trustee
serves, which consists of an annual retainer component and a meeting fee
component.


<PAGE>

     Set forth below is information regarding compensation paid or accrued
during the fiscal year ended October 31, 2000 for each Trustee of the Trust:

<TABLE>
<CAPTION>
                                                                            Total
                                                                        Compensation
                                             Pension or                     from
                                             Retirement               "Fund Complex"(2)
                                          Benefits Accrued        (includes all Chase Vista
                                       by the Fund Complex(1)      Trusts and Portfolios)
                                      ------------------------   --------------------------
<S>                                              <C>                         <C>
Fergus Reid, III, Trustee                        $--                         $--
H. Richard Vartabedian, Trustee                   --                          --
William J. Armstrong, Trustee                     --                          --
John R.H. Blum, Trustee                           --                          --
Stuart W. Cragin, Jr., Trustee                    --                          --
Ronald R. Eppley, Jr., Trustee                    --                          --
Joseph J. Harkins, Trustee                        --                          --
Sarah E. Jones, Trustee                           --                          --
W.D. MacCallan, Trustee                           --                          --
W. Perry Neff, Trustee                            --                          --
Leonard M. Spalding, Jr., Trustee                 --                          --
Richard E. Ten Haken, Trustee                     --                          --
Irving L. Thode, Trustee                          --                          --
</TABLE>

----------
(1) Data reflects total benefits accrued by the Trust, Mutual Fund Select
    Group, Capital Growth Portfolio, Growth and Income Portfolio and
    International Equity Portfolio for the fiscal year ended October 31, 2000,
    and by Mutual Fund Trust, Mutual Fund Select Trust and Mutual Fund
    Variable Annuity Trust for the fiscal year ended August 31, 2000.
(2) Data reflects total compensation earned during the period January 1, 2000
    to December 31, 2000 for service as a Trustee to the Trust, Mutual Fund
    Trust, Mutual Fund Variable Annuity Trust, Mutual Fund Select Group,
    Mutual Fund Select Trust, Capital Growth Portfolio, Growth and Income
    Portfolio and International Equity Portfolio.

----------
As of December 31, 2000, the Trustees and officers as a group owned less than
1% of the Fund's outstanding shares, all of which were acquired for investment
purposes. For the fiscal year ended October 31, 2000, the Trust paid its
disinterested Trustees fees and expenses for all of the meetings of the Board
and any committees attended in the aggregate amount of approximately $[89,000]
which amount is then apportioned among the Funds comprising the Trust.


<PAGE>

             Chase Vista Funds Retirement Plan for Eligible Trustees

     Effective August 21, 1995, the Trustees also instituted a Retirement Plan
for Eligible Trustees (the "Plan") pursuant to which each Trustee (who is not
an employee of any of the Funds, the advisers, administrator or distributor or
any of their affiliates) may be entitled to certain benefits upon retirement
from the Board of Trustees. Pursuant to the Plan, the normal retirement date is
the date on which the eligible Trustee has attained age 65 and has completed at
least five years of continuous service with one or more of the investment
companies advised by the adviser (collectively, the "Covered Funds"). Each
Eligible Trustee is entitled to receive from the Covered Funds an annual
benefit commencing on the first day of the calendar quarter coincident with or
following his date of retirement equal to the sum of (i) 8% of the highest
annual compensation received from the Covered Funds multiplied by the number of
such Trustee's years of service (not in excess of 10 years) completed with
respect to any of the Covered Funds and (ii) 4% of the highest annual
compensation received from the Covered Funds for each year of service in excess
of 10 years, provided that no Trustee's annual benefit will exceed the highest
annual compensation received by that Trustee from the Covered Funds. Such
benefit is payable to each eligible Trustee in monthly installments for the
life of the Trustee.

     Set forth below in the table are the estimated annual benefits payable to
an eligible Trustee upon retirement assuming various compensation and years of
service classifications. As of October 31, 2000, the estimated credited years
of service for Messrs. Reid, Vartabedian, Armstrong, Blum, Cragin, Eppley,
Harkins, MacCallan, Neff, Spalding, Ten Haken and Thode and for Ms. Jones are
[15, 7, 12, 15, 6, 10, 9, 9, 15, 1, 14, 6 and 0], respectively.

<TABLE>
<S>          <C>          <C>           <C>           <C>           <C>
                 Highest Annual Compensation Paid by All Chase Vista Funds
             -------------------------------------------------------------------
             $80,000      $100,000      $120,000      $140,000      $160,000
Years of
Service               Estimated Annual Benefits Upon Retirement
-------      -------------------------------------------------------------------
16           $80,000      $100,000      $120,000      $140,000      $160,000
14            76,800        96,000       115,200       134,400       153,600
12            70,400        88,000       105,600       123,200       140,800
10            64,000        80,000        96,000       112,000       128,000
 8            51,200        64,000        76,800        89,600       102,400
 6            38,400        48,000        57,600        67,200        76,800
 4            25,600        32,000        38,400        44,800        51,200
</TABLE>

     Effective August 21, 1995, the Trustees instituted a Deferred Compensation
Plan for Eligible Trustees (the "Deferred Compensation Plan") pursuant to which
each Trustee (who is not an employee of any of the Funds, the advisers,
administrator or distributor or any of their affiliates) may enter into
agreements with the Funds whereby payment of the Trustee's fees are deferred
until the payment date elected by the Trustee (or the Trustee's termination of
service). The deferred amounts are invested in shares of Chase Vista Funds
selected by the Trustee. The deferred amounts are paid out in a lump sum or
over a period of several years as elected by the Trustee at the time of
deferral. If a deferring Trustee dies prior to the distribution of amounts held
in the deferral account, the balance of the deferral account will be
distributed to the Trustee's designated beneficiary in a single lump sum
payment as soon as practicable after such deferring Trustee's death.

     Messrs. Eppley, Ten Haken, Thode and Vartabedian have each executed a
deferred compensation agreement for the 2000 calendar year and as of October 31,
2000 they had contributed [$52,400, $27,700, $58,950 and $98,250], respectively.

     The Declaration of Trust provides that the Trust will indemnify its
Trustees and officers against liabilities and expenses incurred in connection
with litigation in which they may be involved because of their offices with the
Trust, unless, as to liability to the Trust or its shareholders, it is finally
adjudicated that they engaged


<PAGE>

in willful misfeasance, bad faith, gross negligence or reckless disregard of
the duties involved in their offices or with respect to any matter unless it is
finally adjudicated that they did not act in good faith in the reasonable
belief that their actions were in the best interest of the Trust. In the case
of settlement, such indemnification will not be provided unless it has been
determined by a court or other body approving the settlement or other
disposition, or by a reasonable determination based upon a review of readily
available facts, by vote of a majority of disinterested Trustees or in a
written opinion of independent counsel, that such officers or Trustees have not
engaged in willful misfeasance, bad faith, gross negligence or reckless
disregard of their duties.

                             Adviser and Sub-Adviser

     Chase acts as investment adviser to the Fund pursuant to an Investment
Advisory Agreement, dated as of May 6, 1996 (the "Advisory Agreement"). Subject
to such policies as the Board of Trustees may determine, Chase is responsible
for investment decisions for the Fund. Pursuant to the terms of the Advisory
Agreement, Chase provides the Fund with such investment advice and supervision
as it deems necessary for the proper supervision of the Fund's investments. The
advisers continuously provide investment programs and determine from time to
time what securities shall be purchased, sold or exchanged and what portion of
the Fund's assets shall be held uninvested. The advisers to the Fund furnish, at
their own expense, all services, facilities and personnel necessary in
connection with managing the investments and effecting portfolio transactions
for the Fund. The Advisory Agreement for the Fund will continue in effect from
year to year only if such continuance is specifically approved at least annually
by the Board of Trustees or by vote of a majority of the Fund's outstanding
voting securities and by a majority of the Trustees who are not parties to the
Advisory Agreement or interested persons of any such party, at a meeting called
for the purpose of voting on such Advisory Agreement.

     Under the Advisory Agreement, the adviser may utilize the specialized
portfolio skills of all its various affiliates, thereby providing the Fund with
greater opportunities and flexibility in accessing investment expertise.

     Pursuant to the terms of the Advisory Agreement and the sub-advisers'
agreements with the adviser, the adviser and sub-advisers are permitted to
render services to others. Each advisory agreement is terminable without penalty
by the Trust on behalf of the Fund on not more than 60 days', nor less than 30
days', written notice when authorized either by a majority vote of the Fund's
shareholders or by a vote of a majority of the Board of Trustees of the Trust,
or by the adviser or sub-adviser on not more than 60 days', nor less than 30
days', written notice, and will automatically terminate in the event of its
"assignment" (as defined in the 1940 Act). The advisory agreements provide that
the adviser or sub-adviser under such agreement shall not be liable for any
error of judgment or mistake of law or for any loss arising out of any
investment or for any act or omission in the execution of portfolio transactions
for the Fund, except for willful misfeasance, bad faith or gross negligence in
the performance of its duties, or by reason of reckless disregard of its
obligations and duties thereunder.

     With respect to the Fund investing in equity securities, the equity
research team of the adviser looks for two key variables when analyzing stocks
for potential investment by equity portfolios: value and momentum. To uncover
these qualities, the team uses a combination of quantitative analysis,
fundamental research and computer technology to help identify undervalued
stocks.

     In the event the operating expenses of the Fund, including all investment
advisory, administration and sub-administration fees, but excluding brokerage
commissions and fees, taxes, interest and extraordinary expenses such as
litigation, for any fiscal year exceeds the most restrictive expense limitation
applicable to the Fund imposed by the securities laws or regulations thereunder
of any state in which the shares of the Fund are qualified for sales, as such
limitations may be raised or lowered from time to time, the adviser


<PAGE>

shall reduce its advisory fee (which fee is described below) to the extent of
its share of such excess expenses. The amount of any such reduction to be borne
by the adviser shall be deducted from the monthly advisory fee otherwise
payable with respect to the Fund during such fiscal year; and if such amounts
should exceed the monthly fee, the adviser shall pay to the Fund its share of
such excess expenses no later than the last day of the first month of the next
succeeding fiscal year.

     Under the Advisory Agreement, Chase may delegate a portion of its
responsibilities to a sub-adviser. In addition, the Advisory Agreement provides
that Chase may render services through its own employees or the employees of
one or more affiliated companies that are qualified to act as an investment
adviser of the Fund and are under the common control of Chase as long as all
such persons are functioning as a part of an organized group of persons,
managed by authorized officers of Chase.

     Chase, on behalf of the Fund, has entered into an investment sub-advisory
agreement dated as of May 6, 1996 with Chase Asset Management, Inc. ("CAM").
With respect to the day-to-day management of the Fund, under the sub-advisory
agreement CAM makes decisions concerning, and places all orders for, purchases
and sales of securities and helps maintain the records relating to such
purchases and sales. CAM may, in its discretion, provide such services through
its own employees or the employees of one or more affiliated companies that are
qualified to act as an investment adviser to the Company under applicable laws
and are under the common control of Chase; provided that (i) all persons, when
providing services under the sub-advisory agreement, are functioning as part of
an organized group of persons, and (ii) such organized group of persons is
managed at all times by authorized officers of the sub-advisers. This
arrangement will not result in the payment of additional fees by the Funds.

     Chase, a wholly-owned subsidiary of The Chase Manhattan Corporation, a
registered bank holding company, is a commercial bank offering a wide range of
banking and investment services to customers throughout the United States and
around the world. The Chase Manhattan Corporation is the entity resulting from
the merger of The Chase Manhattan Corporation into Chemical Banking Corporation
on March 31, 1996. Chemical Banking Corporation was thereupon renamed The Chase
Manhattan Corporation. Also included among Chase's accounts are commingled
trust funds and a broad spectrum of individual trust and investment management
portfolios. These accounts have varying investment objectives. Chase is located
at 270 Park Avenue, New York, New York 10017.

     CAM is a wholly-owned operating subsidiary of the Adviser. CAM is
registered with the Securities and Exchange Commission as an investment adviser
and provides discretionary investment advisory services to institutional
clients, and the same individuals who serve as portfolio managers for CAM also
serve as portfolio managers for Chase. CAM is located at 1211 Avenue of the
Americas, New York, New York 10036.

     In consideration of the services provided by the adviser pursuant to the
Advisory Agreement, the adviser is entitled to receive from the Fund an
investment advisory fee computed daily and paid monthly based on a rate equal to
a percentage of the Fund's average daily net assets specified in the relevant
Prospectus. However, the adviser may voluntarily agree to waive a portion of
the fees payable to it on a month-to-month basis. For its services under its
sub-advisory agreement, CAM will be entitled to receive, with respect to the
Fund, such compensation, payable by the adviser out of its advisory fee, as
is described in the Prospectus.

<PAGE>

                                  Administrator

     Pursuant to separate Administration Agreements (the "Administration
Agreements"), Chase is the administrator of the Fund. Chase provides certain
administrative services to the Fund, including, among other responsibilities,
coordinating the negotiation of contracts and fees with, and the monitoring of
performance and billing of, the Fund's independent contractors and agents;
preparation for signature by an officer of the Trust of all documents required
to be filed for compliance by the Trust with applicable laws and regulations
excluding those of the securities laws of various states; arranging for the
computation of performance data, including net asset value and yield; responding
to shareholder inquiries, and arranging for the maintenance of books and records
of the Fund and providing, at its own expense, office facilities, equipment and
personnel necessary to carry out its duties. Chase in its capacity as
administrator does not have any responsibility or authority for the management
of the Fund, the determination of investment policy, or for any matter
pertaining to the distribution of Fund shares.

     Under the Administration Agreements Chase is permitted to render
administrative services to others. The Administration Agreements will continue
in effect from year to year with respect to the Fund only if such continuance is
specifically approved at least annually by the Board of Trustees of the Trust by
vote of a majority of the Fund's outstanding voting securities and, in either
case, by a majority of the Trustees who are not parties to the Administration
Agreements or "interested persons" (as defined in the 1940 Act) of any such
party. The Administration Agreements are terminable without penalty by the Trust
on behalf of the Fund on 60 days' written notice when authorized either by a
majority vote of the Fund's shareholders or by vote of a majority of the Board
of Trustees, including a majority of the Trustees who are not "interested
persons" (as defined in the 1940 Act) of the Trust, or by Chase on 60 days'
written notice, and will automatically terminate in the event of their
"assignment" (as defined in the 1940 Act). The Administration Agreements also
provide that neither Chase or its personnel shall be liable for any error of
judgment or mistake of law or for any act or omission in the administration of
the Fund, except for willful misfeasance, bad faith or gross negligence in the
performance of its or their duties or by reason of reckless disregard of its or
their obligations and duties under the Administration Agreements.

     In addition, the Administration Agreements provide that, in the event the
operating expenses of the Fund, including all investment advisory,
administration and sub-administration fees, but excluding

<PAGE>

brokerage commissions and fees, taxes, interest and extraordinary expenses such
as litigation, for any fiscal year exceed the most restrictive expense
limitation applicable to the Fund imposed by the securities laws or regulations
thereunder of any state in which the shares of the Fund are qualified for sale,
as such limitations may be raised or lowered from time to time, Chase shall
reduce its administration fee (which fee is described below) to the extent of
its share of such excess expenses. The amount of any such reduction to be borne
by Chase shall be deducted from the monthly administration fee otherwise payable
to Chase during the fiscal year, and if such amounts should exceed the monthly
fee, Chase shall pay to the Fund its share of such excess expenses no later
than the last day of the first month of the next succeeding fiscal year.

     In consideration of the services provided by Chase pursuant to the
Administration Agreements, Chase receives from the Fund a fee computed daily and
paid monthly at an annual rate equal to 0.10% of each of the Fund's average
daily net assets, on an annualized basis for the Fund's then-current fiscal
year, except that with respect to the International Equity Fund, Chase receives
from the Fund a fee computed daily and paid monthly at an annual rate equal to
0.05% of their respective average daily net assets. Chase may voluntarily waive
a portion of the fees payable to it with respect to the Fund on a month-to-month
basis.

                               Distribution Plans

     The Trust has adopted separate plans of distribution pursuant to Rule 12b-1
under the 1940 Act (a "Distribution Plan") on behalf of certain classes or
shares of the Fund as described in the Prospectus, which provide that such
classes of the Fund shall pay for distribution services a distribution fee (the
"Distribution Fee"), including payments to the Distributor, at annual rates not
to exceed the amounts set forth in its Prospectus. The Distributor may use all
or any portion of such Class A Distribution Fee to pay for Fund expenses of
printing prospectuses and reports used for sales purposes, expenses of the
preparation and printing of sales literature and other such distribution-related
expenses. Promotional activities for the sale of each class of shares of the
Fund will be conducted generally by the Chase Vista Funds, and activities
intended to promote one class of shares of the Fund may also benefit the Fund's
other shares and other Chase Vista Funds.

     Class B and Class C shares pay a Distribution Fee of up to 0.75% of
average daily net assets. The Distributor currently expects to pay sales
commissions to a dealer at the time of sale of Class B and Class C shares of up
to 4.00% and 1.00% respectively, of the purchase price of the shares sold by
such dealer. The Distributor will use its own funds (which may be borrowed or
otherwise financed) to pay such amounts.

<PAGE>

Because the Distributor will receive a maximum Distribution Fee of 0.75% of
average daily net assets with respect to Class B shares, it will take the
Distributor several years to recoup the sales commissions paid to dealers and
other sales expenses.

     Some payments under the Distribution Plans may be used to compensate
broker-dealers with trail or maintenance commissions in an amount not to exceed
0.25% annualized of the average net asset value of Class A shares, or 0.25%
annualized of the average net asset value of the Class B shares, or 0.75%
annualized of the average net asset value of the Class C shares, maintained in
the Fund by such broker-dealers' customers. Trail or maintenance commissions on
Class B and Class C shares will be paid to broker-dealers beginning the 13th
month following the purchase of such Class B and Class C shares. Since the
distribution fees are not directly tied to expenses, the amount of distribution
fees paid by the Fund during any year may be more or less than actual expenses
incurred pursuant to the Distribution Plans. For this reason, this type of
distribution fee arrangement is characterized by the staff of the Securities
and Exchange Commission as being of the "compensation variety" (in contrast to
"reimbursement" arrangements by which a distributor's payments are directly
linked to its expenses). With respect to Class B and Class C shares, because of
the 0.75% annual limitation on the compensation paid to the Distributor during
a fiscal year, compensation relating to a large portion of the commissions
attributable to sales of Class B and Class C shares in any one year will be
accrued and paid by the Fund to the Distributor in fiscal years subsequent
thereto. In determining whether to purchase Class B and Class C shares,
investors should consider that compensation payments could continue until the
Distributor has been fully reimbursed for the commissions paid on sales of
Class B and Class C shares. However, the shares are not liable for any
distribution expenses incurred in excess of the Distribution Fee paid.

     Each class of shares is entitled to exclusive voting rights with respect
to matters concerning its Distribution Plan.

     Each Distribution Plan provides that it will continue in effect
indefinitely if such continuance is specifically approved at least annually by a
vote of both a majority of the Trustees and a majority of the Trustees who are
not "interested persons" (as defined in the 1940 Act) of the Trust and who have
no direct or indirect financial interest in the operation of the Distribution
Plans or in any agreement related to such Plan ("Qualified Trustees"). The
continuance of each Distribution Plan was most recently approved on [October 13,
1995]. The Distribution Plans require that the Trust shall provide to the Board
of Trustees, and the Board of Trustees shall review, at least quarterly, a
written report of the amounts expended (and the purposes therefor) under the
Distribution Plans. The Distribution Plans further provide that the selection
and nomination of Qualified Trustees shall be committed to the discretion of the
disinterested Trustees (as defined in the 1940 Act) then in office. The
Distribution Plans may be terminated at any time by a vote of a majority of the
Qualified Trustees or, with respect to the Fund, by vote of a majority of the
outstanding voting Shares of the class of the Fund to which it applies (as
defined in the 1940 Act). The Distribution Plans may not be amended to increase
materially the amount of permitted expenses thereunder without the approval of
shareholders and may not be materially amended in any case without a vote of the
majority of both the Trustees and the Qualified Trustees. The Fund will preserve
copies of any plan, agreement or report made pursuant to a Distribution Plan for
a period of not less than six years from the date of the Distribution Plan, and
for the first two years such copies will be preserved in an easily accessible
place.

<PAGE>

     Expenses paid by the Distributor related to the distribution of Trust
shares during the year ended October 31, 2000 were as follows:

<TABLE>
<CAPTION>
                                                        Total
                                                        Value
                                                    ------------
<S>                                                 <C>
Advertising and sales literature                    $
Printing, production and mailing of prospectuses
 and shareholder report to other than current
 shareholders
Compensation to sales personnel
Compensation to sales personnel
B share financing charges
Equipment, supplies and other indirect
 distribution-related expenses
</TABLE>

     With respect to the Class B shares of the Fund, the Distribution Fee was
paid to FEP Capital L.P. for acting as a finance agent.

                  Distribution and Sub-Administration Agreement

     The Trust has entered into a Distribution and Sub-Administration Agreement
dated [August 24, 1995] (the "Distribution Agreement") with the Distributor,
pursuant to which the Distributor acts as the Fund's exclusive underwriter,
provides certain administration services and promotes and arranges for the sale
of each class of Shares.

<PAGE>

The Fund's distributor is Vista Fund Distributors, Inc. ("VFD"). VFD is a
subsidiary of The BISYS Group, Inc. and is unaffiliated with Chase. The
Distribution Agreement provides that the Distributor will bear the expenses of
printing, distributing and filing prospectuses and statements of additional
information and reports used for sales purposes, and of preparing and printing
sales literature and advertisements not paid for by the Distribution Plan. The
Trust pays for all of the expenses for qualification of the shares of the Fund
for sale in connection with the public offering of such shares, and all legal
expenses in connection therewith. In addition, pursuant to the Distribution
Agreement, the Distributor provides certain sub-administration services to the
Trust, including providing officers, clerical staff and office space. Payments
may also be used to compensate broker-dealers with trail or maintenance
commissions at an annual rate of up to 0.25% of the average daily net asset
value of Class A, Class B or Class C shares invested in the Fund by customers
of these broker-dealers. Trail or maintenance commissions are paid to
broker-dealers beginning the 13th month following the purchase of shares by
their customers. Promotional activities for the sale of Class A, Class B and
Class C shares will be conducted generally by the Chase Vista Funds, and
activities intended to promote the Fund's Class A, Class B or Class C shares
may also benefit the Fund's other shares and other Chase Vista Funds.

     VFD may provide promotional incentives to broker-dealers that meet
specified sales targets for one or more Vista Funds. These incentives may
include gifts of up to $100 per person annually; an occasional meal, ticket to
a sporting event or theater for entertainment for broker-dealers and their
guests; and payment or reimbursement for travel expenses, including lodging and
meals, in connection with attendance at training and educational meetings
within and outside the U.S.

     VFD may from time to time, pursuant to objective criteria established by
it, pay additional compensation to qualifying authorized broker-dealers for
certain services or activities which are primarily intended to result in the
sale of shares of the Fund. In some instances, such compensation may be offered
only to certain broker-dealers who employ registered representatives who have
sold or may sell significant amounts of shares of the Fund and/or other Chase
Vista Funds during a specified period of time. Such compensation does not
represent an additional expense to the Fund or its shareholders, since it will
be paid by VFD out of compensation retained by it from the Fund or other
sources available to it.

     The Distribution Agreement is currently in effect and will continue in
effect thereafter with respect to the Fund only if such continuance is
specifically approved at least annually by the Board of Trustees or by vote of a
majority of the Fund's outstanding voting securities and, in either case, by a
majority of the Trustees who are not parties to the Distribution Agreement or
"interested persons" (as defined in the 1940 Act) of any such party. The
Distribution Agreement is terminable without penalty by the Trust on behalf of
the Fund on 60 days' written notice when authorized either by a majority vote
of the Fund's shareholders or by vote of a majority of the Board of Trustees of
the Trust, including a majority of the Trustees who are not "interested persons"
(as defined in the 1940 Act) of the Trust, or by the Distributor on 60 days'
written notice, and will automatically terminate in the event of its
"assignment" (as defined in the 1940 Act). The Distribution Agreement also
provides that neither the Distributor nor its personnel shall be liable for any
act or omission in the course of, or connected with, rendering services under
the Distribution Agreement, except for wilful misfeasance, bad faith, gross
negligence or reckless disregard of its obligations or duties.

     In the event the operating expenses of the Fund, including all investment
advisory, administration and sub-administration fees, but excluding brokerage
commissions and fees, taxes, interest and extraordinary expenses such as
litigation, for any fiscal year exceed the most restrictive expense limitation
applicable to the Fund imposed by the securities laws or regulations thereunder
of any state in which the shares of the Fund are qualified for sale, as such
limitations may be raised or lowered from time to time, the Distributor shall
reduce its sub-administration fee with respect to the Fund (which fee is
described below) to the extent of its share of such excess expenses. The amount
of any such reduction to be borne by the Distributor shall be deducted from the
monthly sub-administration fee otherwise payable with respect to the Fund during
such fiscal year; and if such amounts should exceed the monthly fee, the
Distributor shall pay to the Fund its share of such excess expenses no later
than the last day of the first month of the next succeeding fiscal year.

<PAGE>

     In consideration of the sub-administration services provided by the
Distributor pursuant to the Distribution Agreement, the Distributor receives an
annual fee, payable monthly, of 0.05% of the net assets of the Fund. The
Distributor may voluntarily waive a portion of the fees payable to it under the
Distribution Agreement with respect to the Fund on a month-to-month basis.

           Shareholder Servicing Agents, Transfer Agent and Custodian

     The Trust has entered into a shareholder servicing agreement (a "Servicing
Agreement") with each Shareholder Servicing Agent to provide certain services
including but not limited to the following: answer customer inquiries regarding
account status and history, the manner in which purchases and redemptions of
shares may be effected for the Fund as to which the Shareholder Servicing Agent
is so acting and certain other matters pertaining to the Fund; assist
shareholders in designating and changing dividend options, account designations
and addresses; provide necessary personnel and facilities to establish and
maintain shareholder accounts and records; assist in processing purchase and
redemption transactions; arrange for the wiring of funds; transmit and receive
funds in connection with customer orders to purchase or redeem shares; verify
and guarantee shareholder signatures in connection with redemption orders and
transfers and changes in shareholder-designated accounts; furnish (either
separately or on an integrated basis with other reports sent to a shareholder
by a Shareholder Servicing Agent) quarterly and year-end statements and
confirmations of purchases and redemptions; transmit, on behalf of the Fund,
proxy statements, annual reports, updated prospectuses and other communications
to shareholders of the Fund; receive, tabulate and transmit to the Fund proxies
executed by shareholders with respect to meetings of shareholders of the Fund;
and provide such other related services as the Fund or a shareholder may
request. Shareholder servicing agents may be required to register pursuant to
state securities law. For performing these services, each shareholder servicing
agent receives an annual fee of up to 0.25% of the average daily net assets of
the shares of the Funds held by investors for whom the shareholder servicing
agent maintains a servicing relationship. Shareholder Servicing Agents may
subcontract with other parties for the provision of shareholder support
services.

     Each Shareholder Servicing Agent may voluntarily agree from time to time
to waive a portion of the fees payable to it under its Servicing Agreement with
respect to the Fund on a month-to-month basis.

<PAGE>

     Shareholder Servicing Agents may offer additional services to their
customers, such as pre-authorized or systematic purchase and redemption plans.
Each Shareholder Servicing Agent may establish its own terms and conditions,
including limitations on the amounts of subsequent transactions, with respect
to such services. Certain Shareholder Servicing Agents may (although they are
not required by the Trust to do so) credit to the accounts of their customers
from whom they are already receiving other fees amounts not exceeding such
other fees or the fees for their services as Shareholder Servicing Agents.

     For shareholders that bank with Chase, Chase may aggregate investments in
the Chase Vista Funds with balances held in Chase bank accounts for purposes of
determining eligibility for certain bank privileges that are based on specified
minimum balance requirements, such as reduced or no fees for certain banking
services or preferred rates on loans and deposits. Chase and certain
broker-dealers and other Shareholder Servicing Agents may, at their own
expense, provide gifts, such as computer software packages, guides and books
related to investment or additional Fund shares valued up to $250 to their
customers that invest in the Chase Vista Funds.

     Chase and/or the Distributor may from time to time, at their own expense
out of compensation retained by them from the Fund or other sources available
to them, make additional payments to certain selected dealers or other
Shareholder Servicing Agents for performing administrative services for their
customers. These services include maintaining account records, processing
orders to purchase, redeem and exchange Fund shares and responding to certain
customer inquiries. The amount of such compensation may be up to an additional
0.10% annually of the average net assets of the Fund attributable to shares if
the Fund held by customers of such Shareholder Servicing Agents. Such
compensation does not represent an additional expense to the Fund or its
shareholders, since it will be paid by Chase and/or the Distributor.

     The Trust has also entered into a Transfer Agency Agreement with DST
Systems, Inc. ("DST") pursuant to which DST acts as transfer agent for the
Trust. DST's address is 210 West 10th Street, Kansas City, MO 64105.

<PAGE>

     Pursuant to a Custodian Agreement, Chase acts as the custodian of the
assets of the Fund and receives such compensation as is from time to time
agreed upon by the Trust and Chase. As custodian, Chase provides oversight and
record keeping for the assets held in the portfolio of the Fund. Chase also
provides fund accounting services for the income, expenses and shares
outstanding for the Fund. Chase is located at 3 Metro-tech Center, Brooklyn,
NY 11245. [Investors Bank and Trust Co.]

                             INDEPENDENT ACCOUNTANTS

     The financial statements incorporated herein by reference from the Trust's
Annual Reports to Shareholders for the fiscal year ended [October 31, 1999,] and
the related financial highlights which appear in the Prospectus, have been
incorporated herein and included in the Prospectus in reliance on the reports of
PricewaterhouseCoopers LLP, 1177 Avenue of the Americas, New York, New York
10036, independent accountants of the Fund, given on the authority of said firm
as experts in accounting and auditing. PricewaterhouseCoopers LLP provides the
Fund with audit services, tax return preparation and assistance and consultation
with respect to the preparation of filings with the Securities and Exchange
Commission.

                           CERTAIN REGULATORY MATTERS

     Chase and its affiliates may have deposit, loan and other commercial
banking relationships with the issuers of securities purchased on behalf of
the Fund, including outstanding loans to such issuers which may be repaid in
whole or in part with the proceeds of securities so purchased. Chase and its
affiliates deal, trade and invest for their own accounts in U.S. Government
obligations, municipal obligations and commercial paper and are among the
leading dealers of various types of U.S. Government obligations and municipal
obligations. Chase and its affiliates may sell U.S. Government obligations and
municipal obligations to, and purchase them from, other investment companies
sponsored by the Fund's distributor or affiliates of the distributor. Chase will
not invest any Fund assets in any U.S. Government obligations, municipal
obligations or commercial paper purchased from itself or any affiliate, although
under certain circumstances such securities may be purchased from other members
of an underwriting syndicate in which Chase or an affiliate is a non-principal
member. This restriction my limit the amount or type of U.S. Government
obligations, municipal obligations or commercial paper available to be purchased
by the Fund. Chase has informed the Fund that in making its investment
decision, it does not obtain or use material inside information in the
possession of any other division or department of Chase, including the division
that performs services for the Trust as custodian, or in the possession of any
affiliate of Chase. Shareholders of the Fund should be aware that, subject to
applicable legal or regulatory restrictions, Chase and its affiliates may
exchange among themselves certain information about the shareholder and his
account. Transactions with affiliated broker-dealers will only be executed on an
agency basis in accordance with applicable federal regulations.

                               GENERAL INFORMATION

                                    Expenses

     The Fund pays the expenses incurred in its operations, including its pro
rata share of expenses of the Trust. These expenses include investment advisory
and administrative fees; the compensation of the Trustees; registration fees;
interest charges; taxes; expenses connected with the execution, recording and
settlement of security transactions; fees and expenses of the Fund's custodian
for all services to the funds, including safekeeping of funds and securities
and maintaining required books and accounts; expenses of preparing and mailing
reports to investors and to government offices and commissions; expenses of
meetings of investors; fees and expenses of independent accountants, of legal
counsel and of any transfer agent, registrar or dividend disbursing agent of
the Trust; insurance premiums; and expenses of calculating the net asset value
of, and the net income on, shares of the Fund. Shareholder servicing and
distribution fees are all allocated to specific classes of the Fund. In
addition, the Fund may allocate transfer agency and certain other expenses by
class. Service providers to the Fund may, from time to time, voluntarily waive
all or a portion of any fees to which they are entitled.

<PAGE>

              Description of Shares, Voting Rights and Liabilities

     Mutual Fund Investment Trust is an open-end, non-diversified management
investment company organized as a Massachusetts business trust under the laws of
the Commonwealth of Massachusetts in [1987]. Because the Trust is
"non-diversified", more than 5% of the assets of the Fund may be invested in the
obligations of any single issuer, which may make the value of the shares in the
Fund more susceptible to certain risks than shares of a diversified mutual fund.

     The Trust currently consists of [ ] series of shares of beneficial
interest, par value $.001 per share. With respect to the Fund, the Trust may
offer more than one class of shares. The Trust has reserved the right to create
and issue additional series or classes. Each share of a series or class
represents an equal proportionate interest in that series or class with each
other share of that series or class. The shares of each series or class
participate equally in the earnings, dividends and assets of the particular
series or class. Expenses of the Trust which are not attributable to a specific
series or class are allocated among all the series in a manner believed by
management of the Trust to be fair and equitable. Shares have no preemptive or
conversion rights. Shares when issued are fully paid and non-assessable, except
as set forth below. Shareholders are entitled to one vote for each whole share
held, and each fractional share shall be entitled to a proportional fractional
vote, except that Trust shares held in the treasury of the Trust shall not be
voted. Shares of class generally vote together except when required under
federal securities laws to vote separately on matters that only affect a
particular class, such as the approval of distribution plans for a particular
class. With respect to shares purchased through a Shareholder Servicing Agent
and, in the event written proxy instructions are not received by the Fund or its
designated agent prior to a shareholder meeting at which a proxy is to be voted
and the shareholder does not attend the meeting in person, the Shareholder
Servicing Agent for such shareholder will be authorized pursuant to an
applicable agreement with the shareholder to vote the shareholder's outstanding
shares in the same proportion as the votes cast by other Fund shareholders
represented at the meeting in person or by proxy.

     The Fund offers Class A, Class B and Class C shares. The classes of shares
have several different attributes relating to sales charges and expenses, as
described herein and in the Prospectus. In addition to such differences,
expenses borne by each class of the Fund may differ slightly because of the
allocation of other class-specific expenses. For example, a higher transfer
agency fee may be imposed on Class B shares than on class A shares. The relative
impact of initial sales charges, contingent deferred sales charges, and ongoing
annual expenses will depend on the length of time a share is held.

     Selected dealers and financial consultants may receive different levels of
compensation for selling one particular class of shares rather than another.

     The business and affairs of the Trust are managed under the general
direction and supervision of the Trust's Board of Trustees. The Trust is not
required to hold annual meetings of shareholders but will hold special meetings
of shareholders of a series or class when, in the judgment of the Trustees, it
is necessary or desirable to submit matters for a shareholder vote.
Shareholders have, under certain circumstances, the right to communicate with
other shareholders in connection with requesting a meeting of shareholders for
the purpose of removing one or more Trustees. Shareholders also have, in
certain circumstances, the right to remove one or more Trustees without a
meeting. No material amendment may be made to the Trust's Declaration of Trust
without the affirmative vote of the holders of a majority of the outstanding
shares of each series affected by the amendment. The Trust's Declaration of
Trust provides that, at any meeting of shareholders of the Trust or of any
series or class, a Shareholder Servicing Agent may vote any shares as to which
such Shareholder Servicing Agent is the agent of record and which are not
represented in person or by proxy at the meeting, proportionately in accordance
with the votes cast by holders of all shares of that series or class otherwise
represented at the meeting in person or by proxy as to which such Shareholder
Servicing Agent is the agent of record. Any shares so voted by a Shareholder
Servicing Agent will be deemed rep-

<PAGE>

resented at the meeting for purposes of quorum requirements. Shares have no
preemptive or conversion rights. Shares, when issued, are fully paid and
non-assessable, except as set forth below. Any series or class may be
terminated (i) upon the merger or consolidation with, or the sale or
disposition of all or substantially all of its assets to, another entity, if
approved by the vote of the holders of two thirds of its outstanding shares,
except that if the Board of Trustees recommends such merger, consolidation or
sale or disposition of assets, the approval by vote of the holders of a
majority of the series' or class' outstanding shares will be sufficient, or
(ii) by the vote of the holders of a majority of its outstanding shares, or
(iii) by the Board of Trustees by written notice to the series' or class'
shareholders. Unless each series and class is so terminated, the Trust will
continue indefinitely.

     Stock certificates are issued only upon the written request of a
shareholder, subject to the policies of the investor's Shareholder Servicing
Agent, but the Trust will not issue a stock certificate with respect to shares
that may be redeemed through expedited or automated procedures established by a
Shareholder Servicing Agent. No certificates are issued for Class B shares due
to their conversion feature. No certificates are issued for Institutional
Shares.

     Under Massachusetts law, shareholders of a business trust may, under
certain circumstances, be held personally liable as partners for its
obligations. However, the Trust's Declaration of Trust contains an express
disclaimer of shareholder liability for acts or obligations of the Trust and
provides for indemnification and reimbursement of expenses out of the Trust
property for any shareholder held personally liable for the obligations of the
Trust. The Trust's Declaration of Trust also provides that the Trust shall
maintain appropriate insurance (for example, fidelity bonding and errors and
omissions insurance) for the protection of the Trust, its shareholders,
Trustees, officers, employees and agents covering possible tort and other
liabilities. Thus, the risk of a shareholder incurring financial loss on
account of shareholder liability is limited to circumstances in which both
inadequate insurance existed and the Trust itself was unable to meet its
obligations.

     The Trust's Declaration of Trust further provides that obligations of the
Trust are not binding upon the Trustees individually but only upon the property
of the Trust and that the Trustees will not be liable for any action or failure
to act, errors of judgment or mistakes of fact or law, but nothing in the
Declaration of Trust protects a Trustee against any liability to which he would
otherwise be subject by reason of wilful misfeasance, bad faith, gross
negligence, or reckless disregard of the duties involved in the conduct of his
office.

     The Board of Trustees has adopted a code of ethics addressing personal
securities transactions by investment personnel and access persons and other
related matters. The code has been designated to address potential conflicts of
interest that can arise in connection with personal trading activities of such
persons. Persons subject to the code are generally permitted to engage in
personal securities transactions, subject to certain prohibitions,
pre-clearance requirements and blackout periods.

<PAGE>

                                Principal Holders

     Because the Fund is new, no person, as of [January 1, 2001] owned of record
more than 1% of all class of the Fund.

<PAGE>


                              Financial Statements

     Because the Fund is new, there are no financial statements to provide for
the Fund.

<PAGE>

               Specimen Computations of Offering Prices Per Share

               IPO & Emerging Company Fund (specimen computations)

<TABLE>
<S>                                                                         <C>
A Shares:

Net Asset Value and Redemption Price per Share
 of Beneficial Interest at January 2, 2001                                  $[___]

Maximum Offering Price per Share ([___]  divided by .9425)
 (reduced on purchases of $100,000 or more)                                 $[___]

B Shares:

Net Asset Value and Redemption Price per Share
 of Beneficial Interest at January 2, 2001                                  $13.51
</TABLE>

<TABLE>
<S>                                                                         <C>

C Shares:

Net Asset Value and Redemption Price per Share of Beneficial Interest at
 January 2, 2001                                                           $[___]

</TABLE>

<PAGE>

                                   APPENDIX A

                       DESCRIPTION OF CERTAIN OBLIGATIONS
                ISSUED OR GUARANTEED BY U.S. GOVERNMENT AGENCIES
                              OR INSTRUMENTALITIES

     Federal Farm Credit System Notes and Bonds--are bonds issued by a
cooperatively owned nationwide system of banks and associations supervised by
the Farm Credit Administration, an independent agency of the U.S. Government.
These bonds are not guaranteed by the U.S. Government.

     Maritime Administration Bonds--are bonds issued and provided by the
Department of Transportation of the U.S. Government and are guaranteed by the
U.S. Government.

     FNMA Bonds--are bonds guaranteed by the Federal National Mortgage
Association. These bonds are not guaranteed by the U.S. Government.

     FHA Debentures--are debentures issued by the Federal Housing
Administration of the U.S. Government and are guaranteed by the U.S.
Government.

     FHA Insured Notes--are bonds issued by the Farmers Home Administration,
the U.S. Government and are guaranteed by the U.S. Government.

     GNMA Certificates--are mortgage-backed securities which represent a
partial ownership interest in a pool of mortgage loans issued by lenders such
as mortgage bankers, commercial banks and savings and loan associations. Each
mortgage loan included in the pool is either insured by the Federal Housing
Administration or guaranteed by the Veterans Administration and therefore
guaranteed by the U.S. Government. As a consequence of the fees paid to GNMA
and the issuer of GNMA Certificates, the coupon rate of interest of GNMA
Certificates is lower than the interest paid on the VA-guaranteed or
FHA-insured mortgages underlying the Certificates. The average life of a GNMA
Certificate is likely to be substantially less than the original maturity of
the mortgage pools underlying the securities. Prepayments of principal by
mortgagors and mortgage foreclosures may result in the return of the greater
part of principal invested far in advance of the maturity of the mortgages in
the pool. Foreclosures impose no risk to principal investment because of the
GNMA guarantee. As the prepayment rate of individual mortgage pools will vary
widely, it is not possible to accurately predict the average life of a
particular issue of GNMA Certificates. The yield which will be earned on GNMA
Certificates may vary from their coupon rates for the following reasons: (i)
Certificates may be issued at a premium or discount, rather than at par; (ii)
Certificates may trade in the secondary market at a premium or discount after
issuance; (iii) interest is earned and compounded monthly which has the effect
of raising the effective yield earned on the Certificates; and (iv) the actual
yield of each Certificate is affected by the prepayment of mortgages included
in the mortgage pool underlying the Certificates. Principal which is so prepaid
will be reinvested although possibly at a lower rate. In addition, prepayment
of mortgages included in the mortgage pool underlying a GNMA Certificate
purchased at a premium could result in a loss to the Fund. Due to the large
amount of GNMA Certificates outstanding and active participation in the
secondary market by securities dealers and investors, GNMA Certificates are
highly liquid instruments. Prices of GNMA Certificates are readily available
from securities dealers and depend on, among other things, the level of market
rates, the Certificate's coupon rate and the prepayment experience of the pool
of mortgages backing each Certificate. If agency securities are purchased at a
premium above principal, the premium is not guaranteed by the issuing agency
and a decline in the market value to par may result in a loss of the premium,
which may be particularly likely in the event of a prepayment. When and if
available, U.S. Government obligations may be purchased at a discount from face
value.

     FHLMC Certificates and FNMA Certificates--are mortgage-backed bonds issued
by the Federal Home Loan Mortgage Corporation and the Federal National Mortgage
Association, respectively, and are guaranteed by the U.S. Government.

     GSA Participation Certificates--are participation certificates issued by
the General Services Administration of the U.S. Government and are guaranteed
by the U.S. Government.

<PAGE>

     New Communities Debentures--are debentures issued in accordance with the
provisions of Title IV of the Housing and Urban Development Act of 1968, as
supplemented and extended by Title VII of the Housing and Urban Development Act
of 1970, the payment of which is guaranteed by the U.S. Government.

     Public Housing Bonds--are bonds issued by public housing and urban renewal
agencies in connection with programs administered by the Department of Housing
and Urban Development of the U.S. Government, the payment of which is secured
by the U.S. Government.

     Penn Central Transportation Certificates--are certificates issued by Penn
Central Transportation and guaranteed by the U.S. Government.

     SBA Debentures--are debentures fully guaranteed as to principal and
interest by the Small Business Administration of the U.S. Government.

     Washington Metropolitan Area Transit Authority Bonds--are bonds issued by
the Washington Metropolitan Area Transit Authority. Some of the bonds issued
prior to 1993 are guaranteed by the U.S. Government.

     FHLMC Bonds--are bonds issued and guaranteed by the Federal Home Loan
Mortgage Corporation. These bonds are not guaranteed by the U.S. Government.

     Federal Home Loan Bank Notes and Bonds--are notes and bonds issued by the
Federal Home Loan Bank System and are not guaranteed by the U.S. Government.

     Student Loan Marketing Association ("Sallie Mae") Notes and bonds--are
notes and bonds issued by the Student Loan Marketing Association and are not
guaranteed by the U.S. Government.

     D.C. Armory Board Bonds--are bonds issued by the District of Columbia
Armory Board and are guaranteed by the U.S. Government.

     Export-Import Bank Certificates--are certificates of beneficial interest
and participation certificates issued and guaranteed by the Export-Import Bank
of the U.S. and are guaranteed by the U.S. Government.

     In the case of securities not backed by the "full faith and credit" of the
U.S. Government, the investor must look principally to the agency issuing or
guaranteeing the obligation for ultimate repayment, and may not be able to
assert a claim against the U.S. Government itself in the event the agency or
instrumentality does not meet its commitments.

     Investments may also be made in obligations of U.S. Government agencies or
instrumentalities other than those listed above.

<PAGE>

                                   APPENDIX B

                             DESCRIPTION OF RATINGS

A description of the rating policies of Moody's, S&P and Fitch with respect to
bonds and commercial paper appears below.

Moody's Investors Service's Corporate Bond Ratings

Aaa--Bonds which are rated "Aaa" are judged to be of the best quality and carry
the smallest degree of investment risk. Interest payments are protected by a
large or by an exceptionally stable margin, and principal is secure. While the
various protective elements are likely to change, such changes as can be
visualized are most unlikely to impair the fundamentally strong position of
such issues.

Aa--Bonds which are rated "Aa" are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally known
as high grade bonds. They are rated lower than the best bonds because margins
of protection may not be as large as in Aaa securities or fluctuation of
protective elements may be of greater amplitude or there may be other elements
present which make the long-term risks appear somewhat larger than in Aaa
securities.

A--Bonds which are rated "A" possess many favorable investment qualities and
are to be considered as upper medium grade obligations. Factors giving security
to principal and interest are considered adequate but elements may be present
which suggest a susceptibility to impairment sometime in the future.

Baa--Bonds which are rated "Baa" are considered as medium grade obligations,
i.e., they are neither highly protected nor poorly secured. Interest payments
and principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well.

Ba--Bonds which are rated "Ba" are judged to have speculative elements; their
future cannot be considered as well assured. Often the protection of interest
and principal payments may be very moderate and thereby not well safeguarded
during both good and bad times over the future. Uncertainty of position
characterizes bonds in this class.

B--Bonds which are rated "B" generally lack characteristics of a desirable
investment. Assurance of interest and principal payments or of maintenance and
other terms of the contract over any long period of time may be small.

Caa--Bonds which are rated "Caa" are of poor standing. Such issues may be in
default or there may be present elements of danger with respect to principal or
interest.

Ca--Bonds which are rated "Ca" represent obligations which are speculative in
high degree.

Such issues are often in default or have other marked shortcomings.

C--Bonds which are rated "C" are the lowest rated class of bonds and issues so
rated can be regarded as having extremely poor prospects of ever attaining any
real investment standing.

Moody's applies numerical modifiers "1", "2", and "3" to certain of its rating
classifications. The modifier "1" indicates that the security ranks in the
higher end of its generic rating category; the modifier "2" indicates a
mid-range ranking; and the modifier "3" indicates that the issue ranks in the
lower end of its generic rating category.

<PAGE>

Standard & Poor's Ratings Group Corporate Bond Ratings

AAA--This is the highest rating assigned by Standard & Poor's to a debt
obligation and indicates an extremely strong capacity to repay principal and
pay interest.

AA--Bonds rated "AA" also qualify as high quality debt obligations. Capacity to
pay principal and interest is very strong, and differs from "AAA" issues only
in small degree.

A--Bonds rated "A" have a strong capacity to repay principal and pay interest,
although they are somewhat more susceptible to the adverse effects of changes
in circumstances and economic conditions than debt in higher rated categories.

BBB--Bonds rated "BBB" are regarded as having an adequate capacity to repay
principal and pay interest. Whereas they normally exhibit adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to repay principal and pay interest for
bonds in this category than for higher rated categories.

BB-B-CCC-CC-C--Bonds rated "BB", "B", "CCC", "CC" and "C" are regarded, on
balance, as predominantly speculative with respect to the issuer's capacity to
pay interest and repay principal in accordance with the terms of the
obligations. BB indicates the lowest degree of speculation and C the highest
degree of speculation. While such bonds will likely have some quality and
protective characteristics, these are outweighed by large uncertainties or
major risk exposures to adverse conditions.

CI--Bonds rated "CI" are income bonds on which no interest is being paid.

D--Bonds rated "D" are in default. The "D" category is used when interest
payments or principal payments are not made on the date due even if the
applicable grace period has not expired unless S&P believes that such payments
will be made during such grace period. The "D" rating is also used upon the
filing of a bankruptcy petition if debt service payments are jeopardized.

The ratings set forth above may be modified by the addition of a plus or minus
to show relative standing within the major rating categories.

Moody's Investors Service's Commercial Paper Ratings

Prime-1--Issuers (or related supporting institutions) rated "Prime-1" have a
superior ability for repayment of senior short-term debt obligations. "Prime-1"
repayment ability will often be evidenced by many of the following
characteristics: leading market positions in well-established industries, high
rates of return on funds employed, conservative capitalization structures with
moderate reliance on debt and ample asset protection, broad margins in earnings
coverage of fixed financial charges and high internal cash generation, and
well-established access to a range of financial markets and assured sources of
alternate liquidity.

Prime-2--Issuers (or related supporting institutions) rated "Prime-2" have a
strong ability for repayment of senior short-term debt obligations. This will
normally be evidenced by many of the characteristics cited above but to a
lesser degree. Earnings trends and coverage ratios, while sound, will be more
subject to variation. Capitalization characteristics, while still appropriate,
may be more affected by external conditions. Ample alternative liquidity is
maintained.

Prime-3--Issuers (or related supporting institutions) rated "Prime-3" have an
acceptable ability for repayment of senior short-term obligations. The effect
of industry characteristics and market compositions may be more pronounced.
Variability in earnings and profitability may result in changes in the level of
debt protection measurements and the requirement for relatively high financial
leverage. Adequate alternate liquidity is maintained.

<PAGE>

Not Prime--Issuers rated "Not Prime" do not fall within any of the Prime rating
categories.

Standard & Poor's Ratings Group Commercial Paper Ratings

A S&P commercial paper rating is current assessment of the likelihood of timely
payment of debt having an original maturity of no more than 365 days. Ratings
are graded in several categories, ranging from "A-1" for the highest quality
obligations to "D" for the lowest. The four categories are as follows:

A-1--This highest category indicates that the degree of safety regarding timely
payment is strong. Those issues determined to possess extremely strong safety
characteristics are denoted with a plus (+) sign designation.

A-2--Capacity for timely payment on issues with this designation is
satisfactory. However, the relative degree of safety is not as high as for
issues designated "A-1".

A-3--Issues carrying this designation have adequate capacity for timely
payment. They are, however, somewhat more vulnerable to the adverse effects of
changes in circumstances than obligations carrying the higher designations.

B--Issues rated "B" are regarded as having only speculative capacity for timely
payment.

C--This rating is assigned to short-term debt obligations with a doubtful
capacity for payment.

D--Debt rated "D" is in payment default. The "D" rating category is used when
interest payments or principal payments are not made on the date due, even if
the applicable grace period has not expired, unless S&P believes that such
payments will be made during such grace period.

Fitch Bond Ratings

     AAA--Bonds rated AAA by Fitch are considered to be investment grade and of
the highest credit quality. The obligor has an exceptionally strong ability to
pay interest and repay principal, which is unlikely to be affected by
reasonably foreseeable events.

     AA--Bonds rated AA by Fitch are considered to be investment grade and of
very high credit quality. The obligor's ability to pay interest and repay
principal is very strong, although not quite as strong as bonds rated AAA.
Because bonds rated in the AAA and AA categories are not significantly
vulnerable to foreseeable future developments, short-term debt of these issues
is generally rated F-1+ by Fitch

     A--Bonds rated A by Fitch are considered to be investment grade and of
high credit quality. The obligor's ability to pay interest and repay principal
is considered to be strong, but may be more vulnerable to adverse changes in
economic conditions and circumstances than bonds with higher ratings.

     BBB--Bonds rated BBB by Fitch are considered to be investment grade and of
satisfactory credit quality. The obligor's ability to pay interest and repay
principal is considered to be adequate. Adverse changes in economic conditions
and circumstances, however, are more likely to have adverse consequences on
these bonds, and therefore impair timely payment. The likelihood that the
ratings of these bonds will fall below investment grade is higher than for
bonds with higher ratings.

     Plus and minus signs are used by Fitch to indicate the relative position
of a credit within a rating category. Plus and minus signs, however, are not
used in the AAA category.

Fitch Short-Term Ratings

Fitch's short-term ratings apply to debt obligations that are payable on demand
or have original maturities of generally up to three years, including
commercial paper, certificates of deposit, medium-term notes, and municipal and
investment notes.

<PAGE>

The short-term rating places greater emphasis than a long-term rating on the
existence of liquidity necessary to meet the issuer's obligations in a timely
manner.

Fitch's short-term ratings are as follows:

F-1+--Issues assigned this rating are regarded as having the strongest degree
of assurance for timely payment.

F-1--Issues assigned this rating reflect an assurance of timely payment only
slightly less in degree than issues rated F-1+.

F-2--Issues assigned this rating have a satisfactory degree of assurance for
timely payment but the margin of safety is not as great as for issues assigned
F-1+ and F-1 ratings.

F-3--Issues assigned this rating have characteristics suggesting that the
degree of assurance for timely payment is adequate, although near-term adverse
changes could cause these securities to be rated below investment grade.

LOC--The symbol LOC indicates that the rating is based on a letter of credit
issued by a commercial bank.

Like higher rated bonds, bonds rated in the Baa or BBB categories are
considered to have adequate capacity to pay principal and interest. However,
such bonds may have speculative characteristics, and changes in economic
conditions or other circumstances are more likely to lead to a weakened
capacity to make principal and interest payments than is the case with higher
grade bonds.

After purchase by the Fund, a security may cease to be rated or its rating may
be reduced below the minimum required for purchase by the Fund. Neither event
will require a sale of such security by the Fund. However, the Fund's investment
manager will consider such event in its determination of whether the Fund should
continue to hold the security. To the extent the ratings given by Moody's, S&P
or Fitch may change as a result of changes in such organizations or their rating
systems, the Fund will attempt to use comparable ratings as standards for
investments in accordance with the investment policies contained in this
Prospectus and in the Statement of Additional Information.

<PAGE>

                          PART C - OTHER INFORMATION


Item 23.         Exhibits





1        Declaration of Trust dated as of [September 19, 1997].*



2        By-Laws.*


3        None.


4(a)     Form of Investment Advisory Agreement between Trust and The Chase
         Manhattan Bank.*


4(b)     Form of Investment Advisory Agreement between Trust and Chase Fleming
         Asset Management (USA) Inc.@


4(c)     Form of Administration Agreement.*


4(d)     Form of Sub-Advisory Agreement between Chase Fleming Asset Management
         (USA) Inc. and Symphony Asset Management LLC.@


4(e)     Form of Administration Agreement with PFPC Inc.@


5        Form of Distribution and Sub-Administration Agreement.*


6        None.


7(a)     Form of Custodian Agreement.*


7(b)     Form of Custodian Agreement with PFPC Inc.@


8        Form of Transfer Agency Agreement.*


                                     II-1
<PAGE>



9        Opinion and consent of counsel as to the legality of the securities
         being registered.*


10       Consent of Independent Auditors.+

11       Financial Statements and the Reports thereon for the Fund filed herein
         for the fiscal year ended [December 31, 1999] are incorporated by
         reference into this Part B as part of the 1999 Annual Reports to
         Shareholders for the Fund as filed with the Securities and Exchange
         Commission by the Registrant on Form N-30D on February 18 and 28, 2000,
         accession numbers 0000950146-00-000154 and 0000950146-00-000200.

12       None.


13       Distribution Plan.*


14       Financial Data Schedules.+


18       None.



*        Previously filed with Registration Statement and Post-effective
         Amendments and are herein incorporated by reference.


+        Filed herewith.




                                     II-2
<PAGE>



Item 24.         Persons Controlled by or Under Common Control with the Fund.

Inapplicable.



Item 25.         Indemnification


Sections 10.2 and 10.4 of the Amended and Restated Declaration of Trust, filed
as Exhibit 1, are incorporated herein by reference. Section 10.2 contains
provisions limiting the liabilities of members of the Supervisory Committee and
Section 10.4 contains provisions for indemnification of the Trustee, members of
the Supervisory Committee and officers of the Trust.

Insofar as indemnification for liabilities arising under the Securities Act of
1933 (the "Act") may be permitted to directors, officers and controlling persons
of the Trust and the Trustee pursuant to the foregoing provisions or otherwise,
the Trust has been advised that, in the opinion of the SEC, such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Trust of expenses incurred or paid by
a director, officer, or controlling person of the Trust and the Trustee in
connection with the successful defense of any action, suit or proceeding) is
asserted against the Trust by such director, officer or controlling person or
the Trustee in connection with the Units being registered, the Trust will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.


Item 26.         Business and Other Connections of Investment Adviser


(a) The Chase Manhattan Bank ("Chase") is the investment adviser of the Trust.
Chase is a commercial bank providing a wide range of banking and investment
services.



                                     II-3
<PAGE>


To the knowledge of the Registrant, none of the Directors or executive officers
of Chase, except those described below, are or have been, at any time during the
past two years, engaged in any other business, profession, vocation or
employment of a substantial nature, except that certain Directors and executive
officers of Chase also hold or have held various positions with bank and
non-bank affiliates of Chase, including its parent, The Chase Manhattan
Corporation. Each Director listed below is also a Director of The Chase
Manhattan Corporation.


<TABLE>
<CAPTION>
         Name            Position with Chase         Principal Occupation
         ----            -------------------         --------------------
<S>                      <C>                   <C>
Hans W. Becherer         Director              Chairman and CEO, Deere & Co.

Frank A. Bennack, Jr.    Director              Chairman and CEO, The Hearst
                                               Corp.

Susan V. Berresford      Director              President, The Ford Foundation

Donald L. Boudreau       Vice Chairman         None
                         Of the Board

M. Anthony Burns         Director              Chairman of the Board,
                                               President and Chief Executive
                                               Officer of Ryder System, Inc.

H. Laurance Fuller       Director              Chairman, President, Chief
                                               Executive Officer and Director
                                               of Amoco Corporation and
                                               Director of Abbott Laboratories

Melvin R. Goodes         Director              Chairman and CEO, Warner-Lambert
                                               Co.

William H. Gray III      Director              President and CEO, The College
                                               Fund/UNCF


George V. Grune          Director              Chairman and CEO, The Reader's
                                               Digest Assoc., Inc.

William Harrison         Vice Chairman         None
                         Of the Board

Harold S. Hook           Director              Retired Chairman, American
                                               General Corp.

Helene Kaplan            Director              Of Counsel, Skaden, Arps, Slate,
                                               Meager & Flom LLP

Thomas G. Labreque       President and Chief   Chairman, Chief Executive
                         Operating Officer     Officer and a Director of The
                         and Director          Chase Manhattan Corporation and
                                               a Director of AMAX, Inc.

Donald H. Layton         Vice Chairman         None
                         Of the Board

James B. Lee             Vice Chairman         None
                         Of the Board

Denis O'Leary            Executive             None
                         Vice President

Marc J. Shapiro          Vice Chairman         None
                         Of the Board

Joseph G. Sponholz       Vice Chairman         None
                         Of the Board

Henry B. Schacht         Director              Chairman and Chief Executive
                                               Officer of Cummins Engine
                                               Company, Inc. and a Director of
                                               each of American Telephone and
                                               Telegraph Company and CBS Inc.


                                     II-4
<PAGE>
Walter V. Shipley        Chairman of the       None
                         Board and Chief
                         Executive Officer

Andrew C. Sigler         Director              Chairman of the Board and Chief
                                               Executive Officer, Champion
                                               International Corporation

John R. Stafford         Director              Chairman, President and Chief
                                               Executive Officer, American
                                               Home Products Corporation


Marina V. N. Whitman     Director              Professor of Business
                                               Administration and Public
                                               Policy, University of Michigan
</TABLE>



(b) Chase Bank of Texas, N.A. ("CBT") is  investment sub-adviser with respect to
certain of the Funds. Its business has been solely that of a national bank.


The directors and executive officers (i.e., members of management committee) of
the investment adviser have held during the past two fiscal years the following
positions of a substantial nature:


                                     II-5
<PAGE>





<TABLE>
<CAPTION>
                        Position(s)     Position(s)
                        and Offices     and Offices   Other Substantial
                          with             with      Business, Profession,
      Name                CBT           Registrant   Vocation or Employment
      -----             --------------  -----------  ----------------------
<S>                     <C>              <C>         <C>
John L. Adams           Chairman,        None        None
                        President and
                        CEO

Elaine B. Agather       CEO, CBT --      None        None
                        Fort Worth,
                        Vice Chairman,
                        CBT -- Metroplex

Alan R. Buckwalter, III Director,        None        None
                        Vice Chairman






                                     II-6
<PAGE>
                        Position(s)       Position(s)
                        and Offices       and Offices      Other Substantial
                           with              with        Business, Profession,
       Name                 CBT           Registrant     Vocation or Employment
       -----            --------------    -------------  ----------------------

Robert C. Hunter        Director,            None         None
                        Vice Chairman

S. Todd Maclin          Director,            None         None
                        Vice Chairman

Beverly H. McCaskill    Director,            None         None
                        Executive
                        Vice President

Scott J. McLean         Executive            None         None
                        Vice President

Cathy S. Nunnally       Executive            None         None
                        Vice President

Jeffrey B. Reitman      Director,            None         None
                        General Counsel

Harriet S. Wasserstrum  Director,            None         None
                        Vice Chairman

</TABLE>



Item 27.         Principal Underwriters

Inapplicable.


Item 28.         Location of Accounts and Records


Accounts and other documents are maintained at the offices of the Registrant.


                                     II-7
<PAGE>



Item 29.  Management Services.

Inapplicable.


Item 30.  Undertakings

         (a)     Registrant hereby undertakes to call a meeting of
                 shareholders for the purpose of voting upon the question of
                 removal of one or more of Registrant's directors when
                 requested in writing to do so by the holders of at least 10%
                 of Registrant's outstanding shares of common stock and, in
                 connection with such meeting, to assist in communications
                 with other shareholders in this regard, as provided under
                 Section 16(c) of the 1940 Act.

         (b)     Registrant hereby undertakes to furnish each person to whom a
                 prospectus is delivered with a copy of the Registrant's latest
                 annual report to shareholders, upon request and without change.



                                     II-8
<PAGE>


                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant has duly caused this Post-Effective
Amendment to its Registration Statement on Form N-1A to be signed on its behalf
by the undersigned, thereunto duly authorized, in the city of New York and the
State of New York on the 8th day of December, 2000.



                                                  MUTUAL FUND INVESTMENT TRUST
                          By /s/ Sarah Jones
                             --------------------------
                             Sarah Jones
                             Chair

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
Amendment to the Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.

<TABLE>
<S>                                <C>                             <C>
             *                     Trustee                        December 8, 2000
-------------------------------
    Fergus Reid, III

/s/ H. Richard Vartabedian         Trustee                        December 8, 2000
-------------------------------
    H. Richard Vartabedian

             *                     Trustee                        December 8, 2000
-------------------------------
    William J. Armstrong

             *                     Trustee                        December 8, 2000
-------------------------------
    John R.H. Blum

             *                     Trustee                        December 8, 2000
-------------------------------
    Stuart W. Cragin, Jr.

             *
-------------------------------    Trustee                        December 8, 2000
    Roland R. Eppley, Jr.

             *                     Trustee                        December 8, 2000
-------------------------------
    Joseph J. Harkins

             *                     Chair and                      December 8, 2000
-------------------------------    Trustee
    Sarah E. Jones

             *
-------------------------------    Trustee                        December 8, 2000
    W.D. MacCallan

             *
-------------------------------    Trustee                        December 8, 2000
    W. Perry Neff

             *                     Trustee                        December 8, 2000
-------------------------------
    Leonard M. Spalding, Jr.

             *                     Trustee                        December 8, 2000
-------------------------------
    Irv Thode

             *                     Trustee                        December 8, 2000
-------------------------------
    Richard E. Ten Haken

/s/ Martin R. Dean                 Treasurer and                  December 8, 2000
-------------------------------    Principal Financial
    Martin R. Dean                 Officer

/s/ H. Richard Vartabedian         Attorney in                    December 8, 2000
-------------------------------    Fact
    H. Richard Vartabedian
</TABLE>


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