MUTUAL FUND TRUST, 485BPOS, 1996-09-06

MUTUAL FUND TRUST
485BPOS, 1996-09-06

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As filed via EDGAR with the Securities and Exchange Commission
on September 6, 1996
File No. 811-8358
Registration No. 33-75250
- --------------------------------------------------------------------------------

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. 7 |X|

and

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

Post-Effective Amendment No. 7 |X|
------------------------------
MUTUAL FUND TRUST
(Exact Name of Registrant as Specified in Charter)

101 Park Avenue,
New York, New York 10178
--------------------------------------------------
(Address of Principal Executive Office)

Registrant's Telephone Number, including Area Code: (212) 492-1600

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<S> <C> <C>
Copies to:
George Martinez, Esq. Peter Eldridge, Esq Gary S. Schpero, Esq.
Mutual Fund Trust Chemical Bank Simpson Thacher & Bartlett
125 West 55th Street 270 Park Avenue 425 Lexington Avenue
New York, New York 10019 New York, New York 10017 New York, New York 10017
- --------------------------------------------------------------------------------------

</TABLE>
(Name and Address of Agent for Service)

It is proposed that this filing will become effective:

|X| immediately upon filing pursuant to | | on ( ) pursuant to
paragraph (b) paragraph (b)
|_| 60 days after filing pursuant to |_| on ( ) pursuant to
paragraph (a)(1) paragraph (a)(1)
|_| 75 days after filing pursuant to |_| on ( ) pursuant to
paragraph (a)(2) paragraph (a)(2) rule 485.

If appropriate, check the following box:

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

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

The Registrant has registered an indefinite number or amount of its shares of
common stock for each of its three series of shares under the Securities Act of
1933 pursuant to Rule 24f-2 under the Investment Company Act of 1940 on July 18,
1994 and the Rule 24f-2 Notice for the Registrant's fiscal year ended August 31,
1995 was filed on October 21, 1995.

<PAGE>

MUTUAL FUND TRUST
Registration Statement on Form N-1A

CROSS-REFERENCE SHEET
Pursuant to Rule 495(a) under the Securities Act of 1933

VISTA(SM) SHARES
VISTA(SM) PREMIER SHARES
VISTA(SM) INSTITUTIONAL SHARES
VISTA(SM) NEW YORK TAX FREE INCOME FUND
VISTA(SM) CALIFORNIA INTERMEDIATE TAX FREE INCOME FUND
VISTA(SM) TAX FREE INCOME FUND
VISTA(SM) PRIME MONEY MARKET FUND CLASS B SHARES

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Item Number Statement of
Form N-1A, Additional
Part A Prospectus Caption Information Caption
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Captions in parenthesis indicate Income Fund
Prospectus captions which do not exist in
the Money Market Fund Prospectuses.

1 Front Cover Page *

2(a) Expense Summary *

(b) Not Applicable *

3(a) Financial Highlights *

(b) Not Applicable *

4(a)(b) Fund Objectives and Investment Approach; *
(Fund Objective; Investment Policies)
Other Information Concerning the Fund(s)

(c) Fund Objectives and Investment Approach; *
Common Investment Policies (Money Market
Funds Only); (Fund Objectives; Investment
Policies)

5(a) Management *

(b) Management *

(d) Other Information Concerning the Fund(s) *

(e) Back Covers *

(f) Financial Highlights; Other Information *
Concerning the Fund(s)

5A.(a-b) Not Applicable *

6(a) Other Information Concerning the Fund(s) *

(b) Not Applicable *

-i-

<PAGE>

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<CAPTION>
Item Number Statement of
Form N-1A, Additional
Part A Prospectus Caption Information Caption
----------- ------------------ -------------------
<S> <C> <C>

(d) Not Applicable *

(e) How to Buy, Sell and Exchange Shares; (About
Your Investment); Other Information Concerning
the Fund(s) *

(f) How Dividends and Distributions are Made; *
Tax Information; (How Distributions are Made;
Tax Information)

(g) How Dividends and Distributions are Made; Tax Matters
Tax Information; (How Distributions are Made;
Tax Information)

(h) How to Buy, Sell and Exchange Shares; (About Your
Investment); Other Information Concerning the Fund(s) *

7(a) How to Buy, Sell and Exchange Shares; Other *
Information Concerning the Fund(s)

(b) How the Fund(s) Value Their (its) Shares; *
How to Buy, Sell and Exchange Shares;
Other Information Concerning the Fund(s)

(d) How to Buy, Sell and Exchange Shares *

(e) Management; Other Information Concerning *
the Fund(s)

(f) Other Information Concerning the Fund(s) Management of the
Trust and Funds

8(a) How to Buy, Sell and Exchange Shares *

(b) How to Buy, Sell and Exchange Shares *

(d) How to Buy, Sell and Exchange Shares *

9 Not Applicable *
</TABLE>

-ii-

<PAGE>

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<CAPTION>
Item Number
Form N-1A, Statement of Additional
Part B Prospectus Caption Information Caption
- ----------- ------------------ -----------------------
<S> <C> <C>

10 * Front Cover Page

11 * Front Cover Page

12 * Not Applicable

13 Fund Objectives and Investment Approach Investment Policies and
(Fund Objectives; Investment Policies) Restrictions

14 * Management of the Trust and Funds

15(a) * Not Applicable

(b) * Principal Holders

16(a) Management Management of the Trust and Funds
</TABLE>

-iii-

<PAGE>

<TABLE>
<CAPTION>
Item Number
Form N-1A, Statement of Additional
Part B Prospectus Caption Information Caption
- ----------- ------------------ -----------------------
<S> <C> <C>

(b) Management Management of the Trust and Funds

(d) Management Management of the Trust and Funds

(e) * Not Applicable

(f) How to Buy, Sell and Exchange Shares; Management of the Trust and Funds
Other Information Concerning the Fund(s)

(g) * Not Applicable

(h) * Management of the Trust and Funds;
Independent Accountants

(i) * Not Applicable

17 Fund Objectives and Investment Approach; Investment Policies and
(Fund Objective; Investment Policies) Restrictions

18 Other Information Concerning the Fund(s) General Information

19(a) How to Buy, Sell and Exchange Shares *

(b) How the Fund(s) Value Their (its) Shares Determination of Net Asset
Value

</TABLE>

-iv-

<PAGE>

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Item Number
Form N-1A, Statement of Additional
Part B Prospectus Caption Information Caption
- ----------- ------------------ -----------------------
<S> <C> <C>

20 How Dividends and Distributions Are Made; Tax Matters
Tax Information; (How Distributions are
Made; Tax Information)

21(a) * Management of the Trust and Funds

(b) * Management of the Trust and Funds

22 * Performance Information

23 * Not Applicable
</TABLE>

Part C

Information required to be included in Part C is set forth under the
appropriate Item, so numbered, in Part C to this Registration Statement.

-v-

<PAGE>

EXPLANATORY NOTE

The Prospectuses for Class A and Class B shares of Vista Tax Free Income Fund
and Vista New York Tax Free Income Fund, the Prospectus for Shares of Vista
California Intermediate Tax Free Income Fund, the Prospectus for Vista shares of
each of Vista 100% U.S. Treasury Securities Money Market Fund, Vista Treasury
Plus Money Market Fund, Vista Federal Money Market Fund, Vista U.S. Government
Money Market Fund, Vista Cash Management Money Market Fund, Vista Tax Free Money
Market Fund, Vista New York Tax Free Money Market Fund and Vista California Tax
Free Money Market Fund, the Prospectus for Class B shares of Vista Prime Money
Market Fund, the Prospectus for Premier shares of each of Vista 100% U.S.
Treasury Securities Money Market Fund, Vista Treasury Plus Money Market Fund,
Vista Federal Money Market Fund, Vista U.S. Government Money Market Fund, Vista
Cash Management Money Market Fund, Vista Prime Money Market Fund and Vista Tax
Free Money Market Fund and the Prospectus for Institutional shares of each of
Vista 100% U.S. Treasury Securities Money Market Fund, Vista Treasury Plus Money
Market Fund, Vista Federal Money Market Fund, Vista U.S. Government Money Market
Fund, Vista Cash Management Money Market Fund, Vista Prime Money Market Fund and
Vista Tax Free Money Market Fund, each dated May 6, 1996, are incorporated by
reference to the Registrant's filing of definitive copies under Rule 497(c) of
the Securities Act of 1933, as amended (the "Securities Act"), on May 9, 1996.

The Prospectus Supplement for Class A and Class B shares of Vista Tax Free
Income Fund and Vista New York Tax Free Income Fund dated July 1, 1996 is
incorporated by reference to the Registrant's filing of a definitive copy under
Rule 497(e) of the Securities Act on July 3, 1996.

The Statement of Additional Information for Vista Tax Free Income Fund, Vista
New York Tax Free Income Fund, Vista California Intermediate Tax Free Income
Fund, Vista Prime Money Market Fund, Vista 100% U.S. Treasury Securities Money
Market Fund, Vista Treasury Plus Money Market Fund, Vista Federal Money Market
Fund, Vista U.S. Government Money Market Fund, Vista Cash Management Money
Market Fund, Vista Tax Free Money Market Fund, Vista New York Tax Free Money
Market Fund and Vista California Tax Free Money Market Fund dated May 6, 1996,
is incorporated by reference to to the Registrant's filing of definitive copies
under Rule 497(c) of the Securities Act on May 9, 1996.

The Statement of Additional Information Supplement for Vista Tax Free Income
Fund, Vista New York Tax Free Income Fund, Vista California Intermediate Tax
Free Income Fund, Vista Prime Money Market Fund, Vista 100% U.S. Treasury
Securities Money Market Fund, Vista Treasury Plus Money Market Fund, Vista
Federal Money Market Fund, Vista U.S. Government Money Market Fund, Vista Cash
Management Money Market Fund, Vista Tax Free Money Market Fund, Vista New York
Tax Free Money Market Fund and Vista California Tax Free Money Market Fund dated
May 24, 1996 is incorporated by

<PAGE>
2

reference to the Registrant's filing of a definitive copy under Rule 497(e) of
the Securities Act on May 28, 1996.

<PAGE>

May 6, 1996

PROSPECTUS
VISTA(SM) U.S. GOVERNMENT MONEY MARKET FUND
Vista(SM) Shares

Investment Strategy: Current Income

This Prospectus explains concisely what you should know before investing.
Please read it carefully and keep it for future reference. You can find more
detailed information about the Fund in its May 6, 1996 Statement of
Additional Information, as amended periodically (the "SAI"). For a free copy
of the SAI, call 1-800-LIPPER9. The SAI has been filed with the Securities
and Exchange Commission and is incorporated into this Prospectus by
reference.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

INVESTMENTS IN THE FUND ARE NEITHER INSURED NOR GUARANTEED BY THE U.S.
GOVERNMENT AND THERE CAN BE NO ASSURANCE THAT THE FUND WILL BE ABLE TO
MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER SHARE.

INVESTMENTS IN THE FUND ARE SUBJECT TO RISK--INCLUDING POSSIBLE LOSS OF
PRINCIPAL. SHARES OF THE FUND ARE NOT BANK DEPOSITS OR OBLIGATIONS OF, OR
GUARANTEED OR ENDORSED BY, THE CHASE MANHATTAN BANK OR ANY OF ITS AFFILIATES
AND ARE NOT INSURED BY, OBLIGATIONS OF OR OTHERWISE SUPPORTED BY THE U.S.
GOVERNMENT, THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE
BOARD OR ANY OTHER AGENCY.

<PAGE>

TABLE OF CONTENTS

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Expense Summary ....................................................................................... 3
The expenses you pay on your Fund investment, including examples

Financial Highlights .................................................................................. 5
The Fund's financial history

Fund Objective and Investment Approach ................................................................ 6

Investment Policies ................................................................................... 6

Management ............................................................................................ 8
Chase Manhattan Bank, the Funds' adviser; Chase Asset Management, the Fund's sub-adviser

How to Buy, Sell and Exchange Shares .................................................................. 9

Exchange Privilege .................................................................................... 11

How the Fund Values its Shares ........................................................................ 12

How Dividends and Distributions Are Made; Tax Information 13
How the Fund distributes its earnings, and tax treatment related to those earnings

Other Information Concerning the Fund ................................................................. 14
Distribution plans, shareholder servicing agents, administration, custodian, expenses, organization
and regulatory matters

Performance Information ............................................................................... 17
How performance is determined, stated and/or advertised

</TABLE>
2
<PAGE>

EXPENSE SUMMARY

Expenses are one of several factors to consider when investing. The
following table summarizes your costs from investing in the Fund based on
expenses incurred in the most recent fiscal year by the Fund. The examples
show the cumulative expenses attributable to a hypothetical $1,000 investment
over specified periods.

Vista
Shares
-------
Annual Fund Operating
Expenses (as a percentage of average net assets)
Investment Advisory Fee (after estimated waiver of
fees, where indicated) ............................ 0.10%
12b-1 Fee ** ........................................ 0.10%
Shareholder Servicing Fee (after estimated waiver of
fee, where indicated)* ............................ 0.23%*
Other Expenses ...................................... 0.16%
Total Fund Operating Expenses (after waivers of
fees, where indicated) ............................ 0.59%*

Examples

Your investment of $1,000 would incur the following expenses, assuming 5%
annual return:

1 year ..................... $ 6
3 years .................... 19
5 years .................... 33
10 years ................... 74

- -----------------
* Reflects current waiver arrangements to maintain Total Fund Operating
Expenses at the levels indicated in the table above. Absent such waivers,
the Investment Advisory Fee and Shareholder Servicing Fee would be 0.10%
and 0.35%, respectively, for the Fund, and Total Fund Operating Expenses
would be 0.71%. Total Fund Operating Expenses reflect the agreement by
Chase voluntarily to waive fees payable to it and/or reimburse expenses
for a period of at least one year to the extent necessary to prevent Total
Fund Operating Expenses of Vista Shares of the Fund from exceeding the
amounts indicated in the table. In addition, Chase has agreed to waive
fees payable to it and/or reimburse expenses for a two year period to the
extent necessary to prevent Total Fund Operating Expenses for Vista Shares
from exceeding 0.76% of average net assets during such period.
** Long-term shareholders in mutual funds with 12b-1 fees, such as holders of
Vista Shares of the Fund, may pay more than the economic equivalent of the
maximum front-end sales charge permitted by rules of the National
Association of Securities Dealers, Inc.

The table is provided to help you understand the expenses of investing in
the Fund and your share of the operating expenses that the Fund incurs. The
examples should not be considered representations of past or future expenses
or returns; actual expenses and returns may be greater or less than shown.

Charges or credits, not reflected in the expense table above, may be
incurred directly by customers of financial institutions in connection with
an investment in the Fund. The Fund understands that Shareholder Servicing
Agents may credit the accounts of their customers from whom they are already
receiving other fees amounts not exceeding such other fees or the fees
received by the Shareholder Servicing Agent from the Fund with respect to
those accounts. See "Other Information Concerning the Fund."

<PAGE>

FINANCIAL HIGHLIGHTS

The table set forth below provides selected per share data and ratios for
one Vista Share outstanding throughout each period shown. This information is
supplemented by financial statements and accompanying notes appearing in the
Fund's Annual Report to Shareholders for the fiscal year ended August 31,
1995, which is incorporated by reference into the SAI. Shareholders can
obtain a copy of this report by contacting the Fund or their Shareholder
Servicing Agent. The financial statements and notes, as well as the financial
information set forth in the table below, have been audited by Price
Waterhouse LLP, independent accountants, 1177 Avenue of the Americas, New
York, N.Y. 10036, whose report thereon is included in the Annual Report to
Shareholders.

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<CAPTION>
Vista Shares
----------------------------------
Year 11/1/93 1/1/93
ended through through
8/31/95 8/31/94+ 10/31/1993*
------- -------- ----------
<S> <C> <C> <C>
Per Share Operating Performance
- -------------------------------
Net Asset Value, Beginning of Period ................ $ 1.00 $ 1.00 $ 1.00
-------- -------- --------
Income from Investment Operations:
Net Investment Income ............................ 0.049 0.025 0.019
-------- -------- --------
Less Distributions:
Dividends from Net Investment Income ............. 0.049 0.025 0.019
-------- -------- --------
Net Asset Value, End of Period ..................... $ 1.00 $ 1.00 $ 1.00
======== ======== ========
Total Return ....................................... 5.05% 2.48% 2.02%
Ratios/Supplemental Data
Net Assets, End of Period (000 omitted) ........... $341,336 $335,365 $323,498
Ratio of Expenses to Average Net Assets# .......... 0.80% 0.80% 0.82%
Ratio of Net Investment Income to Average Net
Assets# 4.93% 2.94% 2.39%
Ratio of Expenses without waivers and assumption of
expenses to Average Net Assets# ................. 0.80% 0.80% 0.82%
Ratio of Net Investment Income without waivers and
assumption of expenses to Average Net Assets# ... 4.93% 2.94% 2.39%
</TABLE>

- -------------
# Periods less than one year have been annualized.
* Commencement of offering of shares.
+ In 1994 the Fund changed its fiscal year-end from October 31 to August 31.

4
<PAGE>

FUND OBJECTIVE AND INVESTMENT APPROACH

The Fund's objective is to provide as high a level of current income as is
consistent with the preservation of capital and maintenance of liquidity.

The Fund invests substantially all of its assets in obligations issued or
guaranteed by the U.S. Treasury, or agencies or instrumentalities of the U.S.
Government, and in repurchase agreements collateralized by these obligations.
The dollar weighted average maturity of the Fund will be 60 days or less.

INVESTMENT POLICIES

As a matter of fundamental policy, the Fund is authorized to seek to
achieve its objective by investing all of its investable assets in an
investment company having substantially the same investment objective and
policies as the Fund.

The Fund seeks to maintain a net asset value of $1.00 per share.

The Fund invests only in U.S. dollar-denominated high quality obligations
which are determined to present minimal credit risks. This credit
determination must be made in accordance with procedures established by the
Board of Trustees. Each investment must be rated in the highest short-term
rating category by at least two national rating organizations ("NROs") (or
one NRO if the instrument was rated only by one such organization) or, if
unrated, must be determined to be of comparable quality in accordance with
the procedures of the Trustees. If a security has an unconditional guarantee
or similar enhancement, the issuer of the guarantee or enhancement may be
relied upon in meeting these ratings requirements rather than the issuer of
the security. Securities in which the Fund invests may not earn as high a
level of current income as long-term or lower quality securities.

The Fund purchase only instruments which have or are deemed to have
remaining maturities of 397 days or less in accordance with federal
regulations.

Although the Fund seeks to be fully invested, at times it may hold
uninvested cash reserves, which would adversely affect its yield.

There can be no assurance that the Fund will achieve its investment
objective.

Other Investment Practices

The Fund may also engage in the following investment practices, when
consistent with their overall objectives and policies. These practices, and
certain associated risks, are more fully described in the SAI.

U.S. Government Obligations. The Fund may invest in direct obligations of
the U.S. Treasury. The Fund may also invest in other obligations issued or
guaranteed by the U.S. Government, its agencies or instrumentalities
(collectively, "U.S. Government Obligations"). Certain U.S. Government
Obligations, such as U.S. Treasury securities and direct pass-through
certificates of the Government National Mortgage Association (GNMA), are
backed by the "full faith and credit" of the U.S. Government. Other U.S.
Government Obligations, such as obligations of Federal Home Loan Banks and
the Federal Home Loan Mortgage Corporation, are not backed by the "full faith
and credit" of 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.

Repurchase Agreements, Securities Loans and Forward Commitments. The Fund
may enter into agreements to purchase and resell securities at an agreed-upon
price and time. The Fund also has

<PAGE>

the ability to lend portfolio securities in an amount equal to not more than
30% of its total assets to generate additional income. These transactions
must be fully collateralized at all times. The Fund may purchase securities
for delivery at a future date, which may increase its overall investment
exposure and involves a risk of loss if the value of the securities declines
prior to the settlement date. These transactions involve some risk to the
Fund if the other party should default on its obligation and the Fund is
delayed or prevented from recovering the collateral or completing the
transaction.

Borrowings and Reverse Repurchase Agreements. The Fund may borrow money
from banks for temporary or short-term purposes, but will not borrow for
leveraging purposes. The Fund may also sell and simultaneously commit to
repurchase a portfolio security at an agreed-upon price and time, to avoid
selling securities during unfavorable market conditions in order to meet
redemptions. 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.

Stand-By Commitments. The Fund may enter into put transactions, including
transactions sometimes referred to as stand-by commitments, with respect to
securities in its portfolio. In these transactions, the Fund would acquire
the right to sell a security at an agreed upon price within a specified
period prior to its maturity date. These transactions involve some risk to
the Fund if the other party should default on its obligation and the Fund is
delayed or prevented from recovering the collateral or completing the
transaction. Acquisition of puts will have the effect of increasing the cost
of the securities subject to the put and thereby reducing the yields
otherwise available from such securities.

STRIPS and Zero Coupon Obligations. The Fund may invest up to 20% of its
total assets in separately traded principal and interest components of
securities backed by the full faith and credit of the U.S. Government,
including instruments known as "STRIPS". The value of STRIPS and zero coupon
obligations tends to fluctuate more in response to changes in interest rates
than the value of ordinary interest-paying debt securities with similar
maturities. The risk is greater when the period to maturity is longer.

Floating and Variable Rate Securities. The Fund may invest in floating
rate securities, whose interest rates adjust automatically whenever a
specified interest rate changes, and variable rate securities, whose interest
rates are periodically adjusted. Certain of these instruments permit the
holder to demand payment of principal and accrued interest upon a specified
number of days' notice from either the issuer or a third party. Demand
features on certain floating or variable rate securities may obligate the
Fund to pay a "tender fee" to a third party. Demand features provided by
foreign banks involve certain risks associated with foreign investments.

Other Money Market Funds. The Fund may invest up to 10% of its total
assets in shares of other money market funds, subject to applicable
regulatory limitations.

Portfolio Turnover. It is intended that the Fund will be fully managed by
buying and selling securities, as well as holding securities to maturity. The
frequency of the Fund's portfolio transactions will vary from year to year.
In managing the Fund, the Fund's advisers will seek to take advantage of
market developments, yield disparities and variations in the creditworthiness
of issuers. More frequent turnover will generally result in higher
transactions costs, including dealer mark-ups.

<PAGE>

Limiting Investment Risks

Specific regulations and investment restrictions help the Fund limit
investment risks for its shareholders. These regulations and restrictions
prohibit the Fund from investing more than 10% of its net assets in illiquid
securities (which include securities restricted as to resale unless they are
determined to be readily marketable in accordance with procedures established
by the Board of Trustees). A complete description of other investment
policies is included in the SAI. Except for the Fund's investment objective,
investment policies designated as fundamental above or in the SAI, the Fund's
investment policies are not fundamental. The Trustees may change any
non-fundamental investment policy without shareholder approval.

Risk Factors

General. There can be no assurance that the Fund will be able to maintain
a stable net asset value. Changes in interest rates may affect the value of
the obligations held by the Fund. The value of fixed income securities varies
inversely with changes in prevailing interest rates, although money market
instruments are generally less sensitive to changes in interest rates than
are longer-term securities. For a discussion of certain other risks
associated with the Fund's additional investment activities, see "Other
Investment Practices."

MANAGEMENT

The Fund's Advisers

The Chase Manhattan Bank ("Chase") acts as investment adviser to the Fund
pursuant to an Investment Advisory Agreement and has overall responsibility
for investment decisions of the Fund, subject to the oversight of the Board
of Trustees. Chase is a wholly-owned subsidiary of The Chase Manhattan
Corporation, a bank holding company. Chase and its predecessors have over 100
years of money management experience. For its investment advisory services to
the Fund, Chase is entitled to receive an annual fee computed daily and paid
monthly at an annual rate equal to 0.10% of the Fund's average daily net
assets. Chase is located at 270 Park Avenue, New York, New York 10017.

Chase Asset Management, Inc. ("CAM"), a registered investment adviser, is
the sub-investment adviser to the Fund, pursuant to a Sub-Investment Advisory
Agreement between CAM and Chase. CAM is a wholly-owned operating subsidiary
of Chase. CAM makes investment decisions for the Fund on a day-to-day basis.
For these services, CAM is entitled to receive a fee, payable by Chase from
its advisory fee, at an annual rate equal to 0.03% of the Fund's average
daily net assets. CAM was recently formed for the purpose of providing
discretionary investment advisory services to institutional clients and to
consolidate Chase's investment management function. The same individuals who
serve as portfolio managers for Chase also serve as portfolio managers for
CAM. CAM is located at 1211 Avenue of the Americas, New York, New York 10036.

<PAGE>

HOW TO BUY, SELL AND EXCHANGE SHARES

How to Buy Shares

A Fund account can be opened through Lipper & Co. LLP with as little as
$2,500 ($1,000 for IRAs, SEP-IRAs and the Systematic Investment Plan).

Initial Investments by Mail
- ---------------------------

Shares of the Fund may be purchased by completing and signing an account
application and mailing it, together with a check payable to "Lipper Mutual
Funds", to:

Lipper Mutual Funds
c/o Chase Global Funds Services Company
P.O. Box 2798
Boston, MA 02208-2798

When purchases are made by check, redemptions will not be allowed until
clearance or the purchase check, which may take 15 calendar days or longer.
In the event a check used to pay for shares is not honored by a bank, the
purchase order will be cancelled and the shareholder will be liable for any
losses or expenses incurred by the Fund.

Initial Investment by Wire

Shares of the Fund may also be purchased by wiring Federal Funds to the
Fund's custodian (see instructions below). In order to insure prompt
crediting of the Federal Funds wire, it is important to follow these steps:

(a) The investor must telephone Chase Global Funds Service Co. ("CGFSC")
(toll-free 1-800-LIPPER9) and provide name, address, telephone number, social
security or tax I.D. number, the Fund and class of shares to be purchased,
the amount being wired and the name of the bank wiring the funds. (Investors
with existing accounts should also notify CGFSC prior to wiring funds). An
account number will then be provided:

(b) The investor must instruct his or her bank to wire the specified
amount to the Fund's custodian as follows:

The Chase Manhattan Bank
New York, N.Y. 10003
ABA # 0210-0002-1
DDA Acct. #910-2-753168
F/B/O Lipper Mutual Funds
Ref: Vista U.S. Government Money Market
Account Number -------------
Account Name -------------

(c) The investor must forward a completed and signed account application
to CGFSC and mail a carbon copy of the account application (manually signed)
to CGFSC at the address set forth above under "Initial Investments by Mail"
as soon as possible. It is important that investors forward the account
application to CGFSC in a timely manner, since shares of the Fund will not be
redeemed, exchanged or transferred until CGFSC receives the shareholder's
account application. Federal Funds purchases will be accepted only on days on
which both the NYSE and the Fund's custodian are open for business.

8
<PAGE>

Additional Investments

An investor may add to his or her account by purchasing additional shares
of the same class of the Fund's shares by mailing a check to CGFSC (payable
to "Lipper Mutual Funds") at its address set forth above under "Initial
Investments by Mail" or by wiring funds to the Fund's custodian using the
procedures set forth above under "Initial Investment by Wire." You may make
an additional investment at any time with as little as $100. It is important
that the account number, account name, and the Fund and class of shares to be
purchased are specified on the check or wire to ensure proper crediting to
the investor's account.

In order to ensure that wire orders are invested promptly, investors are
requested to notify CGFSC prior to the wire date. Mail orders must include
the "Invest by Mail" stub which accompanies each Fund's confirmation
statement.

The Systematic Investment Plan

CGFSC offers investors the ability to make regular investments of $100 or
more per transaction through automatic periodic deduction from a bank savings
or checking account. Investors electing to start this Systematic Investment
Plan when opening an account should complete the appropriate section of the
account application. Existing shareholders may begin the Plan at any time by
sending a signed letter with signature guarantee and a deposit slip or voided
check to CGFSC. Investors may call CGFSC at 1-800-LIPPER9 for complete
instructions.

Processing of Purchase Orders

Shares are sold without a sales load at the net asset value next
determined after the Fund's distributor receives an order in proper form on
any business day during which the Federal Reserve Bank of New York and the
New York Stock Exchange are open for business (a "Fund Business Day"). In
order for an investor to receive that day's dividend, CGFSC must generally
receive the purchase order prior to 2:00 p.m., Eastern time. Orders for
shares received and accepted prior to 2:00 p.m. will be entitled to all
dividends declared on that day. Orders received for shares after 2:00 p.m.
and prior to 4:00 p.m., Eastern time on any Fund Business Day will not be
accepted and executed on the same day except at the Fund's discretion. Orders
received and not accepted after 2:00 p.m. will be considered received prior
to 2:00 p.m. on the following Fund Business Day and processed accordingly.

Orders for shares are accepted by the Fund after funds are converted to
Federal Funds. Orders paid by check and received before 2:00 p.m. will
generally be available for the purchase of shares the following Fund Business
Day. The Fund reserves the right to reject any purchase order.

How to Sell Shares

Investors may redeem Fund shares on any Fund Business Day either through
Lipper & Co. LLP or CGFSC. The Fund will only forward redemption payments on
shares for which it has collected payment. The price an investor receives is
the next net asset value calculated after a redemption request is received in
proper form.

Redemption through Lipper & Co., LLP

Redemption requests may be made through Lipper & Co. LLP. The investment
representative will be responsible for furnishing all necessary documentation
to CGFSC located at 73 Tremont Street, Boston, MA 02208.

9
<PAGE>

Redemption by Mail

Redemption requests also may be mailed to CGFSC at the following address:

Lipper Mutual Funds
c/o Chase Global Funds Services Company
P.O. Box 2798
Boston, Massachusetts 02208-2798

A mailed request to redeem shares must include the following:

(a) A letter of instruction or a stock assignment specifying the number of
shares or dollar amount to be redeemed, as well as the Fund and class being
redeemed, signed by all registered owners of the shares in the exact names in
which they are registered;

(b) Any required signature guarantees (see "Signature Guarantees" below);
and

(c) Other supporting legal documents in the case of estates, trusts,
guardianships, custodianships, corporations, pension and profit sharing plans
and other organizations.

Shareholders who are uncertain of the requirements for redemption should
call 1-800-LIPPER9.

Signature Guarantee

To protect investors, the Fund and CGFSC from fraud, signature guarantees are
required for certain redemptions. Signature guarantees are required for
redemptions where the proceeds are to be sent to someone other than the
registered shareholder(s) or the registered address. The purpose of signature
guarantees is to verify the identity of the party who has authorized a
redemption.

Signatures must be guaranteed by an "eligible guarantor institution" as
defined in Rule 17Ad-15 under the Exchange Act. Eligible guarantor institutions
include banks, brokers, dealers, credit unions, national securities exchanges,
registered securities associations, clearing agencies and savings associations.
A complete definition of eligible guarantor institutions is available from
CGFSC. Broker-dealers guaranteeing signatures must be a member of a clearing
corporation or maintain net capital of at least $100,000. Credit unions must be
authorized to issue signature guarantees. Signature guarantees will be accepted
from any eligible guarantor institution which participates in a signature
guarantee program.

The signature guarantee must appear either: (1) on the written request for
redemption; (2) on a separate instrument for assignment ("stock power") which
must specify the total number of shares, Fund and class of shares to be
redeemed; or (3) on all stock certificates tendered for redemption (in the event
that all shares being redeemed are held in certificated form).

Redemption by Telephone

Provided that an investor has previously established a telephone
redemption privilege when completing an account application, a request for
redemption of shares may be made by calling CGFSC at 1-800-LIPPER9 and
requesting that redemption proceeds be mailed to the investor or wired to his
or her bank. If an investor selects a telephone redemption privilege, the
investor authorizes CGFSC to act on telephone instructions from any person
representing himself or herself to be the investor or the investor's
investment representative and reasonably believed by CGFSC to be genuine. The
Fund will require CGFSC to employ reasonable procedures, such as requiring a
form of personal identification, to confirm that instructions are genuine
and, if it does not follow such procedures, it may be liable for any losses

10
<PAGE>

due to unauthorized or fraudulent instructions. An investor agrees, however,
that to the extent permitted by applicable law, neither the Fund nor its
agents nor CGFSC will be liable for any loss, liability, cost or expense
arising out of any redemption request, including any fradulent or
unauthorized request. For information, consult CGFSC at 1-800-LIPPER9. When
redeeming shares by telephone, an investor must have ready his or her name
and account number, as well as Fund name, Social Security number or tax I.D.
number and account address.

To change the name of the commercial bank or the account designated to
receive redemption proceeds, a written request must be sent to CGFSC at its
address set forth above under "Redemption by Mail." Requests to change the
bank or account must be signed by each shareholder and each signature must be
guaranteed. Please contact 1-800-LIPPER9 for further details. The telephone
redemption privilege may be modified or terminated without notice.

Systematic Withdrawal Plan

CGFSC offers investors the ability to make regular withdrawls of $100 or
more monthly, quarterly or semiannually. A minimum account balance of $5,000
is required to establish a Systematic Withdrawl Plan. Call CGFSC at
1-800-LIPPER9 for complete instructions.

Processing of Redemption Orders

The Fund generally sends payment for an investor's shares on the Fund
Business Day after the investor's request is received in proper form,
provided that the investor's request is received by Fund prior to 2:00 p.m.,
and assuming that the Fund has collected payment of the purchase price of
such investor's shares. Under unusual circumstances, the Fund may suspend
redemptions, or postpone payment for more than seven business days, as
permitted by federal securities laws.

Involuntary Redemption of Accounts

An investor's shares may be redeemed involuntarily if the aggregate net
asset value of the shares in the investor's account is less than $500 or if
the investor purchases through the Systematic Investment Plan and fails to
meet the required investment minimum within a twelve month period. In the
event of any such redemption, an investor will receive at least 60 days'
notice prior to the redemption.

EXCHANGE FEATURE

CGFSC makes available to investors an exchange feature which allows
investors to purchase, in exchange for shares of the Fund, shares of certain
other funds in the Lipper Group of Funds, to the extent such shares are
offered for sale in the investor's state of residence and the purchase meets
the minimum investment and other eligibility requirements of the fund into
which the investor is exchanging. If an investor wishes to use the exchange
feature, he or she should consult his or her investment representative or
CGFSC to determine if the feature is available and whether any other
conditions are imposed on its use. The discussion of the exchange feature in
this Prospectus supersedes the discussion of the exchange privilege in the
SAI for investors purchasing shares through Lipper Mutual Funds.

To use the exchange feature, an investor or his or her investment
representative acting on his or her behalf must give exchange instructions to
CGFSC by mail, or by telephone if the investor has previously established the
telephone exchange privilege, as further described below. Shares will be
exchanged at the next determined net asset value by effecting a redemption of
shares of the Fund and a purchase of shares of the exchange fund. No fees are
charged in connection with the exchange feature.

11
<PAGE>

Before any exchange, an investor must obtain and should carefully review a
copy of the current prospectus of the fund into which he or she wishes to
exchange and should retain such copy for future reference.

Exchanges may be subject to limitations as to amounts or frequency, and to
other restrictions established by CGFSC to assure that exchanges do not
disadvantage any of the funds in the Lipper Group of Funds or their
shareholders. Shares held in broker "street name" may not be exchanged by
mail or telephone; an investor must contact his or her investment
representative to exchange such shares. CGFSC reserves the right to reject
any exchange request in whole or in part. The exchange feature may be
modified or terminated at any time.

The exchange of shares of one fund for shares of another is treated for
federal income tax purposes as a sale of the shares given in exchange by the
shareholder and, therefore, an exchanging shareholder may realize a taxable
gain or loss.

Exchange by Mail

In order to exchange shares by mail, an investor must include in the
exchange request his or her account number for his or her current fund, the
name of his or her current fund and the class which he or she wishes to
exchange from, the name of the fund into which he or she wishes to exchange,
and the documents described in the procedures set forth above under
"Redemption of Shares--Redemption by Mail." The request to exchange shares
must be sent to:

Lipper Mutual Funds
c/o Chase Global Funds Services Company
P.O. Box 2798
Boston, MA 02208-2798

HOW THE FUND VALUES ITS SHARES

The net asset value of each class of shares of the Fund is currently
determined daily as of 4:00 p.m., Eastern time on each Fund Business Day by
dividing the net assets of the Fund attributable to such class by the number
of shares of such class outstanding at the time the determination is made.
Effective with the anticipated introduction of certain automated share
purchase programs, the net asset value of shares of each class of the Fund
available through the programs will also be determined as of 6:00 p.m.,
Eastern time on each Fund Business Day.

The portfolio securities of the Fund are valued at their amortized cost in
accordance with federal securities laws, certain requirements of which are
summarized under "Common Investment Policies." This method increases
stability in valuation, but may result in periods during which the stated
value of a portfolio security is higher or lower than the price the Fund
would receive if the instrument were sold. It is anticipated that the net
asset value of each share of the Fund will remain constant at $1.00 and the
Fund will employ specific investment policies and procedures to accomplish
this result, although no assurance can be given that they will be able to do
so on a continuing basis. The Board of Trustees will review the holdings of
the Fund at intervals it deems appropriate to determine whether the Fund's
net asset value calculated by using available market quotations (or an
appropriate substitute which reflects current market conditions) deviates
from $1.00 per share based upon amortized cost. In the event the Trustees
determine that a deviation exists that may result in material dilution or
other unfair results to investors or existing shareholders, the Trustees will
take such corrective action as they regard as necessary and appropriate.

12
<PAGE>

HOW DIVIDENDS AND DISTRIBUTIONS ARE MADE; TAX INFORMATION

The net investment income of each class of shares of the Fund is declared
as a dividend to the shareholders each Fund Business Day. Dividends are
declared as of the time of day which corresponds to the latest time on that
day that the Fund's net asset value is determined. Shares begin accruing
dividends on the day they are purchased. Dividends are distributed monthly.
Unless a shareholder arranges to receive dividends in cash or by ACH to a
pre-established bank account, dividends are distributed in the form of
additional shares. Dividends that are otherwise taxable are still taxable to
you whether received in cash or additional shares. Net realized short-term
capital gains, if any, will be distributed at least annually. The Fund does
not expect to realize net long-term capital gains.

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.

The Fund intends to qualify as a "regulated investment company" for
federal income tax purposes and to meet all other requirements that are
necessary for it to be relieved of federal taxes on income and gains it
distributes to you. The Fund intends to distribute substantially all of its
ordinary income and capital gain net income on a current basis. If the Fund
does not qualify as a regulated investment company for any taxable year or
does not make distributions as it intends, the Fund will be subject to tax on
all of its income and gains.

Distributions by the Fund of its ordinary income and short-term capital
gains are generally taxable to you as ordinary income. Distributions by the
Fund of any net long-term capital gains would be taxable as such, regardless
of the length of time you have held your shares. Distributions will be
taxable in the same manner for federal income tax purposes whether received
in cash or in shares through the reinvestment of distributions.

To the extent distributions are attributable to interest from obligations
of the U.S. Government and certain of its agencies and instrumentalities,
such distributions may be exempt from certain types of state and local taxes.

Early in each calendar year the Fund will notify you of the amount and tax
status of distributions paid to you for the preceding year.

The foregoing is a summary of certain federal income tax consequences of
investing in the Fund. You should consult your tax adviser to determine the
precise effect of an investment in the Fund on your particular tax situation
(including possible liability for state and local taxes and, for foreign
shareholders, U.S. withholding taxes).

13
<PAGE>

OTHER INFORMATION CONCERNING THE FUND

Distribution Plans

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 Fund
has adopted a Rule 12b-1 distribution plan which provides that the Fund will
pay distribution fees at annual rates of up to 0.10% of the average daily net
assets attributable to its Vista Shares. Payments under the distribution plan
shall be used to compensate or reimburse the Funds' distributor and
broker-dealers for services provided and expenses incurred in connection with
the sale of Vista Shares, and are not tied to the amount of actual expenses
incurred. Some activities intended to promote the sale of Vista Shares will
be conducted generally by the Vista Family of Funds, and activities intended
to promote the Fund's Vista Shares may also benefit the Fund's other shares
and other 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 or 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.

Shareholder Servicing Agents

The Fund has entered into shareholder servicing agreements with certain
shareholder servicing agents (including Chase) under which the shareholder
servicing agents have agreed to provide certain support services to their
customers, including assisting with purchase and redemption transactions,
maintaining shareholder accounts and records, furnishing customer statements,
transmitting shareholder reports and communications to customers and other
similar shareholder liaison services. For performing these services, each
shareholder servicing agent receives an annual fee of up to 0.35% of the
average daily net assets of the Vista Shares of the Fund 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. The Board of Trustees has
determined that the amount payable in respect of "service fees" (as defined
in the NASD Rules of Fair Practice) does not exceed 0.25% of the average
annual net assets attributable to the Vista Shares of the Fund.

Shareholder servicing agents may offer additional services to their
customers, including specialized procedures and payment for the purchase and
redemption of Fund shares, such as pre-authorized or systematic purchase and
redemption programs, "sweep" programs, cash advances and redemption checks.
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.

Chase may from time to time, at its own expense, provide compensation to
certain selected dealers 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 0.10%
annually of the average net assets of the Fund attributable to shares of such
Fund held by customers of such selected dealers. Such com-

14
<PAGE>

pensation does not represent an additional expense to the Fund or its
shareholders, since it will be paid by Chase.

Administrator and Sub-Administrator

Chase acts as the Fund's administrator and is entitled to receive a fee
computed daily and paid monthly at an annual rate equal to 0.05% of the
Fund's average daily net assets.

VFD provides certain sub-administrative services to the Fund pursuant to a
distribution and sub- administration agreement and is entitled to receive a
fee for these services from the Fund at an annual rate equal to 0.05% of the
Fund's average daily net assets. VFD has agreed to use a portion of this fee
to pay for certain expenses incurred in connection with organizing new series
of the Trust and certain other ongoing expenses of the Trust. VFD is located
at 101 Park Avenue, New York, New York 10178.

Custodian

Chase acts as custodian and fund accountant for the Fund and receives
compensation under an agreement with the Fund. Securities and cash of the
Fund may be held by sub-custodian banks if such arrangements are reviewed and
approved by the Trustees.

Transfer Agent

The Fund's Transfer Agent and Dividend Paying Agent is DST Systems, Inc.,
which is located at 210 West 10th Street, Kansas City, MO 64105.

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 Fund, 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 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.

Organization and Description of Shares

The Fund is a portfolio of Mutual Fund Trust, an open-end management
investment company organized as a Massachusetts business trust in 1994 (the
"Trust"). The Trust has reserved the right to create and issue additional
series and classes. The 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. 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 proportionate fractional vote, except that Trust shares held in
the treasury of the Trust shall

15
<PAGE>

not be voted. Shares of each class of a Fund 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. Fund shares will be maintained in book entry
form, and no certificates representing shares owned will be issued to
shareholders.

The Fund may issue multiple classes of shares. This Prospectus relates
only to Vista Shares of the Fund. The categories of investors that are
eligible to purchase shares and minimum investment requirements may differ
for each class of Fund shares. In addition, other classes of Fund shares may
be subject to differences in sales charge arrangements, ongoing distribution
and service fee levels, and levels of certain other expenses, which would
affect the relative performance of the different classes. Investors may call
1-800-348-4782 to obtain additional information about other classes of shares
of the Fund that are offered. Any person entitled to receive compensation for
selling or servicing shares of the Fund may receive different levels of
compensation with respect to one class of shares over 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 all series or classes when in the judgment of the
Trustees it is necessary or desirable to submit matters for a shareholder
vote. The Trustees will promptly call a meeting of shareholders to remove a
trustee(s) when requested to do so in writing by record holders of not less
than 10% of all outstanding shares of the Trust.

Under Massachusetts law, shareholders of such a business trust may, under
certain circumstances, be held personally liable as partners for its
obligations. However, 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.

Certain Regulatory Matters

Banking laws, including the Glass-Steagall Act as currently interpreted,
prohibit bank holding companies and their affiliates from sponsoring,
organizing, controlling, or distributing shares of, mutual funds, and
generally prohibit banks from issuing, underwriting, selling or distributing
securities. These laws do not prohibit banks or their affiliates from acting
as investment adviser, administrator or custodian to mutual funds or from
purchasing mutual fund shares as agent for a customer. Chase and the Trust
believe that Chase (including its affiliates) may perform the services to be
performed by it as described in this Prospectus without violating such laws.
If future changes in these laws or interpretations required Chase to alter or
discontinue any of these services, it is expected that the Board of Trustees
would recommend alternative arrangements and that investors would not suffer
adverse financial consequences. State securities laws may differ from the
interpretations of banking law described above and banks may be required to
register as dealers pursuant to state law.

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,

16
<PAGE>

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 may 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 decisions, it does not obtain or use material inside
information in the possession of any other division or department of Chase or
in the possession of any affiliate of Chase, including the division that
performs services for the Trust as custodian. 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 shareholders and their accounts. Transactions with affiliated
broker-dealers will only be executed on an agency basis in accordance with
applicable federal regulations.

PERFORMANCE INFORMATION

The Fund may advertise its annualized "yield" and its "effective yield".
Annualized "yield" is determined by assuming that income generated by an
investment in a Fund over a stated seven-day period (the "yield") will
continue to be generated each week over a 52-week period. It is shown as a
percentage of such investment. "Effective yield" is the annualized "yield"
calculated assuming the reinvestment of the income earned during each week of
the 52-week period. The "effective yield" will be slightly higher than the
"yield" due to the compounding effect of this assumed reinvestment.

Investment performance may from time to time be included in advertisements
about the Fund. Performance is calculated separately for each class of
shares. Because this performance information is based on historical earnings,
it should not be considered as an indication or representation of future
performance. Investment performance, which will vary, is based on many
factors, including market conditions, the composition of the Fund's
portfolio, the Fund's operating expenses and which class of shares you
purchase. Investment performance also reflects the risks associated with the
Fund's investment objective and policies. These factors should be considered
when comparing the Fund's investment results to those of other mutual funds
and investment vehicles. Quotations of investment performance for any period
when an expense limitation was in effect will be greater if the limitation
had not been in effect. The Fund's performance may be compared to other
mutual funds, relevant indices and rankings prepared by independent services.
See the SAI.

17
<PAGE>

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<PAGE>

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<PAGE>
MUTUAL FUND TRUST

PART C. OTHER INFORMATION

ITEM 24. Financial Statements and Exhibits

(a) Financial statements:

In Part A: Financial Highlights (incorporated by reference to the
Registrant's filing of definitive Prospectuses under
Rule 497(c) of the Securities Act on May 9, 1996).

In Part B: Financial Statements and the Reports thereon
for the Funds filed herein, other than Vista 100% U.S.
Treasury Securities Money Market Fund and Vista Cash
Management Fund, for the fiscal year ended August 31,
1995 are incorporated by reference into Part B as part
of the 1995 Annual Reports to Shareholders for such
Funds included as Exhibit 12 to Post-Effective
Amendment No. 3 of the Registrant filed on October 31,
1995, which are incorporated into Part B by reference.
Financial Statements and the Reports thereon for The
100% U.S. Treasury Securities Money Market Fund and
The Cash Management Fund of The Hanover Funds, Inc.
for the fiscal year ended November 30, 1995 are
incorporated by reference into Part B as part of the
1995 Annual Reports to Shareholders for such funds as
filed with the Securities and Exchange Commission by
The Hanover Funds, Inc. on Form N-30D on February 2,
1996, accession number 0000950123-96-000335, which are
incorporated into Part B by reference.

In Part C: None.

(b) Exhibits:

Exhibit
Number
- -------
1 Declaration of Trust. (1)
2 By-laws. (1)
3 None.
4 Specimen share certificate. (4)
5(a) Form of Investment Advisory Agreement. (1) and (3)
5(b) Form of Interim Investment Advisory Agreement.(6)
5(c) Form of Proposed Investment Advisory Agreement.(6)
5(d) Form of Proposed Investment Subadvisory Agreement between The Chase
Manhattan Bank and Chase Asset Management, Inc.(6)
5(e) Form of Proposed Investment Sub-Advisory Agreement between The
Chase Manhattan Bank and [Chase Asset Management/Texas Commerce
Bank, National Association]. (7)
5(f) Form of Administration Agreement. (1) and (3)
5(g) Form of Administration Agreement.(6)
6(a) Form of Distribution and Sub-Administration Agreement. (1)
6(b) Distribution and Sub-Administration Agreement dated August 21,
1995.(6)
7(a) Retirement Plan for Eligible Trustees.(6)
7(b) Deferred Compensation Plan for Eligible Trustees.(6)
8(a) Form of Custodian Agreement. (1)
8(b) None.
9(a) Form of Transfer Agency Agreement. (1)
9(b) Form of Shareholder Servicing Agreement. (1)
9(c) Form of Shareholder Servicing Agreement. (6)
9(d) Agreement and Plan of Reorganization and Liquidation.(6)
10(a) Opinion of Reid & Priest re: Legality of Securities being
Registered. (2)
11 Consent of Price Waterhouse LLP. (9)
12 None.
13 N/A.
14 None.
15(a) Forms of Rule 12b-1 Distribution Plans including Selected Dealer
Agreements and Shareholder Service Agreements. (1) and (3)
15(b) Form of Proposed Rule 12b-1 Distribution Plan (including forms of
Selected Dealer Agreement and Shareholder Servicing Agreement).(6)
16. Schedule for Computation of Each Performance Quotation.(6)

C-1
<PAGE>

17. Financial Data Schedule. (8)

18. Form of Rule 18f-3 Multi-Class Plan. (6)

99. Power of Attorney for: Fergus Reid, III, H. Richard Vartabedian,
William J. Armstrong, John R. H. Blum, Stuart W. Cragin, Jr.,
Joseph J. Harkins, Irving L. Thode, W. Perry Neff, Roland R. Eppley,
Jr., W. D. MacCallan. (9)

- -------------------
(1) Filed as an Exhibit to the Registration Statement on Form N-1A of the
Registrant (File No. 33-75250) as filed with the Securities and Exchange
Commission on February 14, 1994.
(2) Filed as an Exhibit to Pre-Effective Amendment No. 1 to the Registration
Statement on Form N-1A of the Registrant (File No. 33-75250) as filed with
the Securities and Exchange Commission on April 18, 1994.
(3) Filed as an Exhibit to Post-Effective Amendment No. 1 to the Registration
Statement on Form N-1A of the Registrant (File No. 33-75250) as filed with
the Securities and Exchange Commission on August 29, 1994.
(4) Filed as an Exhibit to Post-Effective Amendment No. 2 to the Registration
Statement on Form N-1A of the Registrant (File No. 33-75250) as filed with
the Securities and Exchange Commission on October 28, 1994.
(5) Filed as an Exhibit to Post-Effective Amendment No. 3 to the Registration
Statement on Form N-1A of the Registrant (File No. 33- 75250) as filed
with the Securities and Exchange Commission on October 31, 1995.
(6) Filed as an Exhibit to Post-Effective Amendment No. 4 to the Registration
Statement on Form N-1A of the Registrant as filed with the Securities and
Exchange Commission on December 28, 1995.
(7) Filed as an Exhibit to Post-Effective Amendment No. 5 to the Registration
Statement on Form N-1A of the Registrant as filed with the Securities and
Exchange Commission on March 7, 1996.
(8) Filed as an Exhibit to Post-Effective Amendment No. 6 to the Registration
Statement on Form N-1A of the Registrant as filed with the Securities and
Exchange Commission on April 22, 1996.
(9) Filed herewith.

ITEM 25. Persons Controlled by or Under Common
Control with Registrant

Not applicable

ITEM 26. Number of Holders of Securities

<TABLE>
<CAPTION>
Number of Record
Holders as of
Title of Series January 31, 1996
--------------- -----------------
None

Vista Premier Institutional Class A Class B
Shares Shares Shares Shares Shares
------ ------ ----------- ------- -------
<S> <C> <C> <C> <C> <C>
Vista(SM) Treasury Plus
Money Market Fund N/A 30 28 N/A N/A

Vista(SM) Federal Money
Market Fund 8,401 214 16 N/A N/A

Vista(SM) U.S. Government
Money Market Fund 4,226 502 122 N/A N/A

Vista(SM) Cash Management
Fund 3,303 380 66 N/A N/A

Vista(SM) Prime Money
Market Fund N/A 103 38 N/A 243

Vista(SM) Tax Free Money
Market Fund 642 205 35 N/A N/A

Vista(SM) California Tax Free
Money Market Fund 74 N/A N/A N/A N/A

Vista(SM) New York Tax Free
Money Market Fund 3,913 N/A N/A N/A N/A

Vista(SM) 100% U.S. Treasury
Securities Money Market Fund 0 0 0 N/A N/A
</TABLE>

C-2

<PAGE>

<TABLE>
<CAPTION>
Vista Premier Institution Class A Class B
Shares Shares Shares Shares Shares
------ ------ ----------- ------- -------
<S> <C> <C> <C> <C> <C>

Vista(SM) Tax Free Income
Fund 3,138 N/A N/A N/A 606

Vista(SM) New York Tax Free
Income Fund 3,024 N/A N/A N/A 465

Vista(SM) California Intermediate
Tax Free Income Fund 700 N/A N/A N/A N/A
</TABLE>

ITEM 27. Indemnification

Reference is hereby made to Article V of the Registrant's Declaration
of Trust.

The Trustees and officers of the Registrant and the personnel of the
Registrant's investment adviser, administrator and distributor are insured
under an errors and omissions liability insurance policy. The Registrant and
its officers are also insured under the fidelity bond required by Rule 17g-1
under the Investment Company Act of 1940.

Under the terms of the Registrant's Declaration of Trust, the
Registrant may indemnify any person who was or is a Trustee, officer or
employee of the Registrant to the maximum extent permitted by law; provided,
however, that any such indemnification (unless ordered by a court) shall be
made by the Registrant only as authorized in the specific case upon a
determination that indemnification of such persons is proper in the
circumstances. Such determination shall be made (i) by the Trustees, by a
majority vote of a quorum which consists of Trustees who are neither in Section
2(a)(19) of the Investment Company Act of 1940, nor parties to the proceeding,
or (ii) if the required quorum is not obtainable or, if a quorum of such
Trustees so directs, by independent legal counsel in a written opinion. No
indemnification will be provided by the Registrant to any Trustee or officer of
the Registrant for any liability to the Registrant or shareholders to which he
would otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of duty.

Insofar as the conditional advancing of indemnification monies for
actions based upon the Investment Company Act of 1940 may be concerned, such
payments will be made only on the following conditions: (i) the advances must
be limited to amounts used, or to be used, for the preparation or presentation
of a defense to the action, including costs connected with the preparation of a
settlement; (ii) advances may be made only upon receipt of a written promise
by, or on behalf of, the recipient to repay that amount of the advance which
exceeds that amount to which it is ultimately determined that he is entitled to
receive from the Registrant by reason of indemnification; and (iii) (a) such
promise must be secured by a surety bond, other suitable insurance or an
equivalent form of security which assures that any repayments may be obtained
by the Registrant without delay or litigation, which bond, insurance or other
form of security must be provided by the recipient of the advance, or (b) a
majority of a quorum of the Registrant's disinterested, non-party Trustees, or
an independent legal counsel in a written opinion, shall determine, based upon
a review of readily available facts, that the recipient of the advance
ultimately will be found entitled to indemnification.

Insofar as indemnification for liability arising under the Securities
Act of 1933 may be permitted to trustees, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against

C-3

<PAGE>

such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a trustee, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
trustee, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of it 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 28 Business and Other Connections of Investment Adviser

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

To the knowledge of the Registrant, none of the Directors or
executive officers of the Adviser, 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 the Adviser also hold or have held various
positions with bank and non-bank affiliates of the Adviser, including its
parent, The Chase Manhattan Corporation. Each Director listed below is also a
Director of The Chase Manhattan Corporation.

<TABLE>
<CAPTION>
Principal Occupation or Other
Position with Employment of a Substantial
Name the Adviser Nature During Past Two Years
- ---- ------------- -----------------------------
<S> <C> <C>
Thomas G. Labreque Chairman of the Board, Chairman, Chief Executive Officer
Chief Executive Officer and a Director of The Chase
and Director Manhattan Corporation and a
Director of AMAX, Inc.

Richard J. Boyle Vice Chairman of the Vice Chairman of the Board and a
Board and Director Director of The Chase Manhattan
Corporation and Trustee of
Prudential Realty Trust

Robert R. Douglass Vice Chairman of the Vice Chairman of the Board and a
Board and Director Director of The Chase Manhattan
Corporation and Trustee of HRE
Properties

Joan Ganz Cooney Director Chairman of the Executive
Committee of the Board of
Trustees, formerly Chief Executive
Officer of Children's Television
Workshop and a Director of each
of Johnson & Johnson,
Metropolitan Life Insurance
Company and Xerox Corporation

Edward S. Finkelstein Director Retired Chairman and Chief
Executive Officer and Director of
R.H. Macy & Co., Inc. and a
Director of Time Warner Inc.
</TABLE>

C-4

<PAGE>

<TABLE>
<CAPTION>
Principal Occupation or Other
Position with Employment of a Substantial
Name the Adviser Nature During Past Two Years
- ---- ------------- -----------------------------
<S> <C> <C>

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

Howard C. Kauffman Director Retired President of Exxon
Corporation and a Director of each
of Pfizer Inc. and Ryder System,
Inc.

Paul W. MacAvoy Director Dean of Yale School of
Organization and Management

David T. McLaughlin Director President and Chief Executive
Officer of The Aspen Institute,
Chairman of Standard Fuse
Corporation and a Director of each
of ARCO Chemical Company and
Westinghouse Electric Corporation

Edmund T. Pratt, Jr. Director Chairman Emeritus, formerly
Chairman and Chief Executive
Officer, of Pfizer Inc. and a
Director of each of Pfizer, Inc.,
Celgene Corp., General Motors
Corporation and International Paper
Company

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.

A. Alfred Taubman Director Chairman and Director, formerly
also Chief Executive Officer, of
The Taubman Company, Inc.,
majority shareholder and Chairman
of Sotheby's Holdings, Inc., owner
of Woodward & Lothrop, Inc. and
its subsidiary, John Wanamaker,
and Chairman of A&W
Restaurants, Inc. and a Director of
R.H. Macy & Co., Inc.
</TABLE>

C-5

<PAGE>

<TABLE>
<CAPTION>
Principal Occupation or Other
Position with Employment of a Substantial
Name the Adviser Nature During Past Two Years
- ---- ------------- -----------------------------
<S> <C> <C>

Donald H. Trautlein Director President and Chief Executive
Officer of The Aspen Institute,
Chairman of Standard Fuse
Corporation and a Director of
each of ARCO Chemical
Company and Westinghouse
Electric Corporation

Kay R. Whitmore Director Chairman of the Board,
President and Chief Executive
Officer and Director of Eastman
Kodak Company
</TABLE>

ITEM 29. Principal Underwriters

(a) Vista Fund Distributors, Inc., a wholly-owned subsidiary of
The BISYS Group, Inc. is the underwriter for the Registrant.

(b) The following are the Directors and officers of Vista Fund
Distributors, Inc. The principal business address of each of these persons,
with the exception of Mr. Spicer, is 101 Park Avenue, New York, New York 10178.
The principal business address of Mr. Spicer is One Bush Street, San Francisco,
California 94104.

<TABLE>
<CAPTION>
Position and Offices Position and Offices
Name with Distributor with the Registrant
- ---- -------------------- --------------------
<S> <C> <C>
William B. Blundin Director Chief Executive Officer None

Richard E. Stierwalt Director Chief Operating Officer None

Timothy M. Spicer Director Chairman of the Board None

Joseph Kissel President None

George Martinez Chief Compliance Officer Secretary and
and Secretary Assistant Treasurer
</TABLE>

ITEM 30. Location of Accounts and Records

The accounts and records of the Registrant are located, in whole or
in part, at the office of the Registrant and the following locations:

C-6

<PAGE>

Name Address
---- -------
Vista Fund Distributors, Inc. 101 Park Avenue,
New York, NY 10022

DST Systems, Inc. 210 W. 10th Street,
Kansas City, MO 64105

The Chase Manhattan Bank 270 Park Avenue,
New York, NY 10017

The Chase Manhattan Bank One Chase Square,
Rochester, NY 14363

Chase Asset Management, Inc. 1211 Avenue of the
Americas,
New York, NY 10036

Texas Commerce Bank, National Association 600 Travis,
Houston, TX 77002

ITEM 31. Management Services

Not applicable

ITEM 32. Undertakings

(1) Registrant undertakes that its trustees shall promptly call a
meeting of shareholders of the Trust for the purpose of voting upon the
question of removal of any such trustee or trustees when requested in writing
so to do by the record holders of not less than 10 per centum of the
outstanding shares of the Trust. In addition, the Registrant shall, in certain
circumstances, give such shareholders assistance in communicating with other
shareholders of a fund as required by Section 16(c) of the Investment Company
Act of 1940.

(2) The Registrant, on behalf of the Funds, undertakes, provided the
information required by Item 5A is contained in the latest annual report to
shareholders, to furnish to each person to whom a prospectus has been
delivered, upon their request and without charge, a copy of the Registrant's
latest annual report to shareholders.

C-7

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant has certified that it meets all of the
requirements for effectiveness of the Registration Statement pursuant to Rule
485(b) under the Securities Act of 1933 and 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 3rd day of September, 1996.

MUTUAL FUND TRUST

By /s/ H. Richard Vartabedian
--------------------------
H. Richard Vartabedian
President

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.

/s/ Fergus Reid, III Chairman September 3, 1996
- ------------------------------- and Trustee
Fergus Reid, III

/s/ William J. Armstrong Trustee September 3, 1996
- -------------------------------
William J. Armstrong

/s/ John R.H. Blum Trustee September 3, 1996
- -------------------------------
John R.H. Blum

/s/ Joseph J. Harkins Trustee September 3, 1996
- -------------------------------
Joseph J. Harkins

- ------------------------------- Trustee , 1996
Richard E. Ten Haken

/s/ Stuart W. Cragin, Jr. Trustee September 3, 1996
- -------------------------------
Stuart W. Cragin, Jr.

/s/ Irving L. Thode Trustee September 3, 1996
- -------------------------------
Irving L. Thode

/s/ H. Richard Vartabedian President September 3, 1996
- ------------------------------- and Trustee
H. Richard Vartabedian

/s/ W. Perry Neff Trustee September 3, 1996
- -------------------------------
W. Perry Neff

/s/ Roland R. Eppley, Jr. Trustee September 3, 1996
- -------------------------------
Roland R. Eppley, Jr.

/s/ W.D. MacCallan Trustee September 3, 1996
- -------------------------------
W.D. MacCallan

<PAGE>
EXHIBIT INDEX

Exhibit
Number
- -------

11 Consent of Price Waterhouse LLP.

99 Power of Attorney for Fergus Reid, III, H. Richard Vartabedian,
William J. Armstrong, John R. H. Blum, Stuart W. Cragin, Jr., Joseph
J. Harkins, Irving L. Thode, W. Perry Neff, Roland R. Eppley, Jr. and
W. D. MacCallan.

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Prospectuses and
Statement of Additional Information constituting parts of this Post-Effective
Amendment No. 7 to the registration statement on Form N-1A (the "Registration
Statement") of our reports dated October 13, 1995, relating to the financial
statements and selected per share data and ratios for a share of beneficial
interest outstanding appearing in the August 31, 1995 Annual Reports to
Shareholders of Vista U.S. Government Money Market Fund, Vista Treasury Plus
Money Market Fund, Vista Federal Money Market Fund, Vista Prime Money Market
Fund, Vista Tax Free Money Market Fund, Vista New York Tax Free Money Market
Fund, Vista California Tax Free Money Market Fund, Vista Tax Free Income Fund,
Vista New York Tax Free Income Fund and Vista California Intermediate Tax Free
Fund (separately managed portfolios of Mutual Fund Trust), which are also
incorporated by reference into the Registration Statement. We also consent to
the references to us under the heading "Financial Highlights" in the
Prospectuses and under the heading "Independent Accountants" in the Statement
of Additional Information.

PRICE WATERHOUSE LLP
1177 Avenue of the Americas
New York, NY 10036
September 5, 1996

MUTUAL FUND GROUP
MUTUAL FUND TRUST
MUTUAL FUND VARIABLE ANNUITY TRUST

POWER OF ATTORNEY

The undersigned hereby constitutes and appoints H. Richard Vartabedian,
Lee Schultheis, Ann Bergin, Martin Dean and George Martinez and each of them,
with full powers of substitution as his true and lawful attorneys and agents to
execute in his name and on his behalf in any and all capacities the Registration
Statement on Form N-1A, and any and all amendments thereto, filed by Mutual Fund
Group, Mutual Fund Trust or Mutual Fund Variable Annuity Trust (the "Trusts")
with the Securities and Exchange Commission under the Investment Company Act of
1940, as amended, and the Securities Act of 1933, as amended, and any and all
instruments which such attorneys and agents, or any of them, deem necessary or
advisable to enable the Trusts to comply with such Acts, the rules, regulations
and requirements of the Securities and Exchange Commission, and the securities
or Blue Sky laws of any state or other jurisdiction and the undersigned hereby
ratifies and confirms as his own act and deed any and all that such attorneys
and agents, or any of them, shall do or cause to be done by virtue hereof. Any
one of such attorneys and agents have, and may exercise, all of the powers
hereby conferred.