As filed via EDGAR with the Securities and Exchange Commission
on October 24, 1997
File No. 811-8358
Registration No. 33-75250
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 |X|
Pre-Effective Amendment No. |_|
Post-Effective Amendment No. 9 |X|
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Post-Effective Amendment No. 9 |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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<CAPTION>
<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
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</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,
1996 was filed on October 23, 1996.
<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
<TABLE>
<CAPTION>
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 *
(c) Performance Information *
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 *
(c) 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 *
(c) Not Applicable *
</TABLE>
-i-
<PAGE>
<TABLE>
<CAPTION>
Item Number Statement of
Form N-1A, Additional
Part A Prospectus Caption Information Caption
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<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)
(c) How to Buy, Sell and Exchange Shares *
(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 *
(c) How to Buy, Sell and Exchange Shares *
(d) How to Buy, Sell and Exchange Shares *
9 Not Applicable *
</TABLE>
-ii-
<PAGE>
<TABLE>
<CAPTION>
Item Number
Form N-1A, Statement of Additional
Part B Prospectus Caption Information Caption
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<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
(c) * 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
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<S> <C> <C>
(b) Management Management of the Trust and Funds
(c) Other Information Concerning Management of the Trust and Funds
the Fund(s)
(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>
<TABLE>
<CAPTION>
Item Number
Form N-1A, Statement of Additional
Part B Prospectus Caption Information Caption
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<S> <C> <C>
(c) * Purchases, Redemptions
and Exchanges
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
(c) * Not Applicable
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 Prospectus for Vista Class shares of the Vista 100% U.S. Treasury
Securities Money Market Fund, Vista Federal Money Market Fund, Vista Treasury
Plus Money Market Fund, Vista U.S. Government Money Market Fund, Vista Cash
Management 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
Premier Class shares of the Vista 100% U.S. Treasury Securities Money Market
Fund, Vista Federal Money Market Fund, Vista Treasury Plus Money Market Fund,
Vista U.S. Government Money Market Fund, Vista Cash Management Fund, Vista Prime
Money Market Fund and Vista Tax Free Money Market Fund; the Prospectus for
Institutional Class shares of the Vista 100% U.S. Treasury Securities Money
Market Fund, Vista Federal Money Market Fund, Vista Treasury Plus Money Market
Fund, Vista U.S. Government Money Market Fund, Vista Cash Management Fund, Vista
Prime Money Market Fund and Vista Tax Free Money Market Fund; the Prospectuses
for Class A and Class B shares of the Vista Tax Free Income Fund and Vista New
York Tax Free Income Fund, the Prospectus for shares of the Vista California
Intermediate Tax Free Income Fund, the Prospectus for Vista Class shares of the
Vista U.S. Government Money Market Fund, the Prospectus for Vista Class shares
of the Vista Federal Money Market Fund and Vista Cash Management Fund and the
Prospectus for Class A shares of the Vista Tax Free Income Fund, each dated
December 27, 1996, are incorporated by reference to the Registrant's filing of
definitive copies under rule 497(j) of the Securities Act of 1933, as amended
(the "Securities Act") on December 31, 1996.
The Prospectus Supplement for Class A and Class B shares of the Vista
Tax Free Income Fund and Vista New York Tax Free Income Fund and shares of the
Vista California Intermediate Tax Free Income Fund is incorporated by reference
to the Registrant's filing of a definitive copy under Rule 497(e) of the
Securities Act on October 8, 1997.
The Statement of Additional Information for the Vista 100% U.S.
Treasury Securities Money Market Fund, Vista Federal Money Market Fund,
Vista Treasury Plus Money Market Fund, Vista U.S. Government Money Market Fund,
Vista Cash Management Fund, Vista Tax Free Money Market Fund, Vista New York Tax
Free Money Market Fund, Vista California Tax Free Money Market Fund, Vista Prime
Money Market Fund, Vista Tax Free Income Fund, Vista New York Tax Free Income
Fund and Vista California Intermediate Tax Free Income Fund, dated December 27,
1996 (the "SAI") is incorporated by reference to the Registrant's filing of a
definitive copy under Rule 497(j) of the Securities Act on December 31, 1996.
The Statement of Additional Supplement to the SAI, dated July 18, 1997,
is incorporated by reference to the Registrant's filing of a definitive copy
under Rule 497(e) of the Securities Act on July 18, 1997.
<PAGE>
===================================
PROSPECTUS
VISTA(SM) CASH MANAGEMENT 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 their December 27, 1996 Statement of
Additional Information, as amended periodically (the "SAI"). For a free copy of
the SAI, call Chase Global Funds Services Company at (800) 437-9912. 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.
` October 24, 1997
- --------------------------------------------------------------------------------
<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.
<TABLE>
<CAPTION>
Vista Cash
Management Fund
Vista Shares
------------
<S> <C>
Annual Fund Operating Expenses (as a percentage of average net assets)
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Investment Advisory Fee ...................................... 0.10%
12b-1 Fee .................................................... n/a
Shareholder Servicing Fee (after estimated waiver of fee)* 0.32%
Other Expenses ............................................... 0.17%
-----
Total Fund Operating Expenses (after waivers of fees)* ....... 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
</TABLE>
- --------
* Reflects current waiver arrangements to maintain Total Fund Operating Expenses
at the levels indicated in the table above. Absent such waivers, the
Shareholder Servicing Fee would be 0.35% and Total Fund Operating Expenses
would be 0.62%. Total Fund Operating Expenses for Vista Shares of the Vista
Cash Management Fund reflect the agreement by Chase to voluntarily waive fees
payable to it and/or reimburse expenses for a period of at least one year
commencing on May 6, 1996 to the extent necessary to prevent Total Fund
Operating Expenses from exceeding the amount indicated in the table. In
addition, Chase has agreed to waive fees payable to it and/or reimburse
expenses for a two year period commencing on May 6, 1996 to the extent
necessary to prevent Total Fund Operating Expenses for Vista Shares of the
Fund from exceeding 0.72% of average net assets during such period.
2
<PAGE>
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 example
should not be considered a representation 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."
3
<PAGE>
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FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
On May 3, 1996, the Hanover Cash Management Fund merged into Vista Cash
Management Fund. The table set forth below provides selected per share data and
ratios for one Hanover Cash Management Fund share (the accounting survivor of
the merger) outstanding through May 3, 1996 and one Vista Share of the Vista
Cash Management Fund outstanding for periods thereafter. This information is
supplemented by financial statements and accompanying notes appearing in the
Hanover Cash Management Fund's Annual Report to Shareholders for the fiscal year
ended November 30, 1995 and the Fund's Annual Report to Shareholders for the
period ended August 31, 1996, which are both incorporated by reference into the
SAI. Shareholders may obtain a copy of these annual reports 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, for the
period ended August 31, 1996 have been audited by Price Waterhouse LLP,
independent accountants, whose report thereon is included in the Fund's Annual
Report to Shareholders. Periods ended prior to December 1, 1995 were audited by
other independent accountants.
- --------------------------------------------------------------------------------
CASH MANAGEMENT FUND
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
12/1/95**
through
8/31/96
----------
<S> <C>
Per Share Operating Performance
Net Asset Value, Beginning of Period ......... $ 1.00
----------
Income from Investment Operations:
Net Investment Income ...................... 0.037
----------
Less Distributions:
Dividends from Net Investment Income ....... 0.037
----------
Net Asset Value, End of Period ............... $ 1.00
==========
Total Return ................................. 3.69%
Ratios/Supplemental Data
Net Assets, End of Period (000 omitted) ..... $1,621,212
Ratio of Expenses to
Average Net Assets# ........................ 0.60%
Ratio of Net Investment
Income to Average Net Assets# .............. 4.91%
Ratio of Expenses without waivers and
assumption of expenses to Average Net
Assets# .................................... 0.63%
Ratio of Net Investment Income without
waivers and assumption of expenses to
Average Net Assets ......................... 4.88%
<CAPTION>
Year Ended
----------------------------------------------------------------- 1/17/89*
through
11/30/95 11/30/94 11/30/93 11/30/92 11/30/91 11/30/90 11/30/89
---------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Per Share Operating Performance
Net Asset Value, Beginning of Period ................ $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
---------- -------- -------- -------- -------- -------- --------
Income from Investment Operations:
Net Investment Income ............................. 0.054 0.036 0.027 0.035 0.059 0.077 0.076
---------- -------- -------- -------- -------- -------- --------
Less Distributions:
Dividends from Net Investment Income .............. 0.054 0.036 0.027 0.035 0.059 0.077 0.076
---------- -------- -------- -------- -------- -------- --------
Net Asset Value, End of Period ...................... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
========== ======== ======== ======== ======== ======== ========
Total Return ........................................ 5.49% 3.62% 2.74% 3.51% 6.01% 7.94% 7.83%
Ratios/Supplemental Data
Net Assets, End of Period (000 omitted) ............. $1,634,493 $990,045 $861,025 $560,173 $343,166 $196,103 $134,503
Ratio of Expenses to
Average Net Assets# ............................... 0.58% 0.58% 0.61% 0.67% 0.67% 0.67% 0.67%
Ratio of Net Investment
Income to Average Net Assets# ..................... 5.35% 3.62% 2.70% 3.41% 5.84% 7.65% 8.62%
Ratio of Expenses without waivers and
assumption of expenses to Average Net
Assets# ........................................... 0.62% 0.62% 0.64% 0.72% 0.73% 0.73% 0.74%
Ratio of Net Investment Income without
waivers and assumption of expenses to
Average Net Assets ................................ 5.31% 3.58% 2.67% 3.36% 5.78% 7.59% 8.55%
</TABLE>
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* Fund commenced operations January 17, 1989.
** In 1996, the Fund changed its fiscal year end from November 30 to August 31.
# Periods less than one year have been annualized.
4
<PAGE>
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FUND OBJECTIVE AND INVESTMENT APPROACH
- --------------------------------------------------------------------------------
VISTA CASH MANAGEMENT FUND
The Fund's objective is to provide maximum current income consistent with the
preservation of capital and the maintenance of liquidity.
The Fund invests in high quality, short-term U.S. dollar-denominated money
market instruments. The Fund invests principally in (i) high quality commercial
paper and other short-term obligations, including floating and variable rate
master demand notes of U.S. and foreign corporations; (ii) U.S.
dollar-denominated obligations of foreign governments and supranational agencies
(e.g., the International Bank for Reconstruction and Development); (iii)
obligations issued or guaranteed by U.S. banks with total assets exceeding $1
billion (including obligations of foreign branches of such banks) and by foreign
banks with total assets exceeding $10 billion (or the equivalent in other
currencies) which have branches or agencies in the U.S. (including U.S. branches
of such banks), or such other U.S. or foreign commercial banks which are judged
by the Fund's advisers to meet comparable credit standing criteria; (iv)
securities issued or guaranteed by the U.S. Government, its agencies or
instrumentalities; and (v) repurchase agreements. The dollar weighted average
maturity of the Fund will be 90 days or less.
- --------------------------------------------------------------------------------
INVESTMENT POLICIES
- --------------------------------------------------------------------------------
In lieu of investing directly, 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 Trust. 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 purchases 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.
The Fund is classified as a "diversified" fund under federal securities law.
There can be no assurance that the Fund will achieve its investment objective.
5
<PAGE>
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OTHER INVESTMENT PRACTICES
The Fund may also engage in the following investment practices when consistent
with its 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 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 stripped obligations (i.e., separately traded principal and interest
components of securities) where the underlying obligations are backed by the
full faith and credit of the U.S. Government, including instruments known as
"STRIPS". The Fund may also invest in zero
6
<PAGE>
coupon obligations. Zero coupon obligations are debt securities that do not pay
regular interest payments, and instead are sold at substantial discounts from
their value at maturity. 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; PARTICIPATION CERTIFICATES. 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. The securities
in which the Fund may invest include participation certificates and certificates
of indebtedness or safekeeping. Participation certificates are pro rata
interests in securities held by others; certificates of indebtedness or
safekeeping are documentary receipts for such original securities held in
custody by others. As a result of the floating or variable rate nature of these
investments, the Fund's yield may decline and it may forego the opportunity for
capital appreciation during periods when interest rates decline; however, during
periods when interest rates increase, the Fund's yield may increase and it may
have reduced risk of capital depreciation. 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 when consistent with its investment objective
and policies, subject to applicable regulatory limitations. Additional fees may
be charged by other money market funds.
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.
- -------------------------------------------------------------------------------
ADDITIONAL INVESTMENT POLICIES
The Fund may also invest in the following instruments, when consistent with its
overall objective and policies. These instruments, and certain associated risks,
are more fully described in the SAI.
BANK OBLIGATIONS. Bank obligations include certificates of deposit, time
deposits and bankers' acceptances issued or guaranteed by U.S. banks (including
their foreign branches) and foreign banks (including their U.S. branches). These
obligations may be general obligations of the parent bank or may be limited to
the issuing branch by the terms of the specific obligation or by government
regulation. Foreign bank obligations involve certain risks associated with
foreign investing.
ASSET-BACKED SECURITIES. Asset-backed securities represent a participation in,
or are secured by and payable from, a stream of payments generated by particular
assets, most often a pool of assets similar to one another, such as motor
vehicle receivables or credit card receivables.
MUNICIPAL OBLIGATIONS. The Fund may invest in high-quality, short-term
municipal obligations that carry yields that are competitive with those of
other types of money market instruments in which it may invest. Dividends paid
by this Fund that are derived
7
<PAGE>
from interest on municipal obligations will be taxable to shareholders for
federal income tax purposes.
SECURITIES OF FOREIGN GOVERNMENTS AND SUPRANATIONAL AGENCIES. The Fund intends
to invest a substantial portion of its assets from time to time in securities of
foreign governments and supranational agencies. The Fund will limit its
investments in foreign government obligations to commercial paper and other
short-term notes issued or guaranteed by the governments of Western Europe,
Australia, New Zealand, Japan and Canada. Obligations of supranational agencies,
such as the International Bank for Reconstruction and Development (also known as
the World Bank) are supported by subscribed, but unpaid, commitments of member
countries. There is no assurance that these commitments will be undertaken or
complied with in the future, and foreign and supranational securities are
subject to certain risks associated with foreign investing.
CUSTODIAL RECEIPTS. The Fund may acquire securities in the form of custodial
receipts that evidence ownership of future interest payments, principal payments
or both on certain U.S. Treasury notesor bonds in connection with programs
sponsored by banks and brokerage firms. These are not deemed U.S. Government
securities. These notes and bonds are held in custody by a bank on behalf of the
owners of the receipts.
- -------------------------------------------------------------------------------
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: (a) with certain limited exceptions, investing more than 5% of its total
assets in the securities of any one issuer (this limitation does not apply to
U.S. Government Obligations; (b) 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); or (c) investing more than 25% of its
total assets in any one industry (excluding U.S. Government Obligations and bank
obligations. A complete description of these and other investment policies is
included in the SAI. Except for the Fund's investment objective, restriction (c)
above and 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"
and "Additional Investment Policies."
The Fund is permitted to invest any portion of its assets in obligations of
domestic banks (including their foreign branches), and in obligations of foreign
issuers. The ability to concentrate in the banking industry may involve certain
credit risks, such as defaults or downgrades, if at some future date adverse
economic conditions prevail in such industry. U.S. banks are subject to
extensive governmental regulations which may limit both the amount and
8
<PAGE>
types of loans which may be made and interest rates which may be charged. In
addition, the profitability of the banking industry is largely dependent upon
the availability and cost of funds for the purpose of financing lending
operations under prevailing money market conditions. General economic conditions
as well as exposure to credit losses arising from possible financial
difficulties of borrowers play an important part in the operations of this
industry.
Securities issued by foreign banks, foreign branches of U.S. banks and foreign
governmental and private issuers involve investment risks in addition to those
of obligations of domestic issuers, including 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 may
be less publicly available information concerning foreign issuers, there may be
difficulties in obtaining or enforcing a judgment against a foreign issuer
(including branches), and accounting, auditing and financial reporting standards
and practices may differ from those applicable to U.S. issuers. In addition,
foreign banks are not subject to regulations comparable to U.S. banking
regulations.
- --------------------------------------------------------------------------------
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.
Texas Commerce Bank, National Association ("TCB") is the sub-investment adviser
to the Fund pursuant to a Sub-Investment Advisory Agreement between Chase and
TCB. TCB has been in the investment counselling business since 1987 and is
ultimately controlled and owned by The Chase Manhattan Corporation. TCB makes
investment decisions for the Fund on a day-to-day basis. For these services, TCB
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. TCB is
located at 600 Travis Street, Houston, Texas 77002.
9
<PAGE>
- --------------------------------------------------------------------------------
HOW TO BUY, SELL AND EXCHANGE SHARES
- --------------------------------------------------------------------------------
Shares are sold without a sales load at the net asset value next determined
after the Fund receives your 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 ("Fund Business Day"). To receive that day's dividend, Chase
Global Funds Services Company or your investment representative or shareholder
servicing agent must generally receive your order prior to the Fund's Cut-off
Time. The Funds' Cut-off Time (Eastern time) is 2:00 p.m.
The Fund reserves the right to set an earlier Cut-off Time on any Fund Business
Day on which the Public Securities Association ("PSA") recommends an early close
to trading on the U.S. Government securities market. Generally, such earlier
Cut-off Time will be noon (Eastern time). The PSA is the trade association that
represents securities firms and banks that underwrite, trade and sell debt
securities, both domestically and internationally. Orders for shares received
and accepted prior to the Cut-off Time will be entitled to all dividends
declared on that day. Orders received for shares after a Fund's Cut-off Time and
prior to 4:00 p.m., Eastern time on the 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 a Fund's Cut-off Time will be considered received prior
to the Fund's Cut-off Time 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 the Fund's
Cut-off Time will generally be available for the purchase of shares the
following Fund Business Day. The Fund reserves the right to reject any purchase
order.
- -------------------------------------------------------------------------------
PURCHASE OF SHARES
The minimum initial investment by a shareholder is $1,000. The minimum amount
for subsequent investments is $250. The Fund reserves the right, in its sole
discretion, to reject any purchase order or cease offering shares for purchase
at any time.
- -------------------------------------------------------------------------------
PURCHASE BY MAIL
Shares of the Fund may be purchased by sending a completed Subscription
Agreement (included with this Prospectus or obtainable from Chase Global Funds
Services Company) to "Cohen & Steers/Vista Cash Management Fund", c/o Chase
Global Funds Services Company, P.O. Box 2798, Boston, MA 02208-2798, accompanied
by a check payable to the Fund in payment for the shares. Completed Subscription
Agreements sent to Chase Global Funds Services Company will be forwarded to the
Fund and will not be effective until received by the Fund. When purchases are
made by check, redemptions will not be allowed until clearance of the purchase
check, which may take 15 calendar days or longer. In addition, the redemption of
shares purchased through ACH will not be allowed until clearance of the payment,
which may take 7 business 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.
10
<PAGE>
- -------------------------------------------------------------------------------
PURCHASE BY WIRE
1. Telephone toll free from any continental state: (800) 437-9912. Give the name
of the Fund, name(s) in which shares are to be registered, address, social
security or tax identification number (where applicable), dividend payment
election, amount to be wired, name of the wiring bank and name and telephone
number of the person to be contacted in connection with the order. A wire
reference control number will be assigned.
2. Instruct the wiring bank to transmit the specified amount in federal funds
($1,000 or more) to the Custodian:
The Chase Manhattan Bank
One Chase Manhattan Plaza
New York, NY 10081-1000
ABA # 021000021
Account: DDA # 910-2-733012
Attn: Cohen & Steers/Vista Cash Management Fund
For further credit to: (Account name)
Account Number:
Wire Reference Control #:
3. Complete the Subscription Agreement located in the center of this
Prospectus. Mail the Subscription Agreement to the Transfer Agent:
Chase Global Funds Services Company
P.O. Box 2798
Boston, MA 02208
- -------------------------------------------------------------------------------
AUTOMATIC INVESTMENT PLAN
The Fund's automatic investment plan (the "Plan") provides a convenient way to
invest in the Fund. Under the Plan, you can have money transferred automatically
from your checking account to the Fund each month to buy additional shares. If
you are interested in this Plan, please refer to the automatic investment plan
section of Subscription Agreement included with this prospectus or contact your
dealer. The market value of the Fund's shares may fluctuate and a systematic
investment plan such as this will not assure a profit or protect against a loss.
You may discontinue the program at any time by notifying the Fund by mail or
phone.
- -------------------------------------------------------------------------------
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 for as little as $250 to
Cohen & Steers (payable to "Cohen & Steers/Vista Cash Management Fund" ) at its
address set forth above under "Purchases by Mail" or by wiring funds to the
Fund's custodian using the procedures set forth above under "Purchases by Wire."
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.
Confirmed purchases will be done only at the discretion of the Investment
Advisor.
Purchases of shares of the Fund may also be made through registered securities
dealers who have entered into selected dealer agreements with the Distributor. A
dealer who agrees to process an order on behalf of an investor may charge the
investor a fee for this service.
11
<PAGE>
- -------------------------------------------------------------------------------
EXCHANGE PRIVILEGE
You may exchange some or all of your Fund shares for shares of any other mutual
funds within the Cohen & Steers Family of Funds and visa versa, subject to the
applicable Fund sales charge, if any.
An exchange of shares pursuant to the exchange privilege may result in a
shareholder realizing a taxable gain or loss for income tax purposes. The
exchange privilege is available to shareholders residing in any state in which
the shares being acquired may be legally sold. A shareholder wishing to utilize
the exchange privilege should read the prospectus of the fund whose shares are
being acquired. Certain dealers may limit or prohibit the right of shareholders
to utilize the exchange privilege.
The exchange privilege may be limited or terminated as to any shareholder who
makes exchanges more than four times a year. The exchange privilege can be
modified or revoked for all shareholders upon 60 days prior written notice.
There is no charge for the exchange privilege. For additional information
concerning exchanges, or to effect exchanges, contact Chase Global Fund Services
Company at (800) 437-9912.
The discussion of the exchange privilege in this Prospectus supersedes the
discussion of the exchange privilege in the SAI for investors purchasing shares
of the Cohen & Steers Vista Cash Management Fund.
- -------------------------------------------------------------------------------
REDEMPTION OF SHARES
Upon receipt by the Fund of a request in proper form, the Fund will redeem
shares at its next determined net asset value. There is no assurance that the
net asset value received upon redemption will be greater than that paid by a
shareholder upon purchase. The Fund will forward redemption payments only on
shares for which it has collected payment.
- -------------------------------------------------------------------------------
REDEMPTION BY MAIL
Shares may be redeemed by sending a written redemption request to Cohen &
Steers/Vista Cash Management Fund, c/o Chase Global Funds Services Company, P.O.
Box 2798, Boston, MA 02208-2798. The effective date of the redemption request
will be when the request is received in proper form by the Fund. The redemption
value of a Fund share is the net asset value per share next computed after the
redemption request is received in proper form.
Payment will be made for redeemed shares as soon as practicable, but generally
no later than five business days after proper receipt of redemption
notification. Payment will be made by check, unless a shareholder arranges for
the proceeds of redemption requests to be sent by Federal fund wire to a
designated bank account.
Shareholders should contact Chase Global Funds Services Company, (800) 437-9912,
to obtain further information on this service and the related charges.
- -------------------------------------------------------------------------------
REDEMPTION BY TELEPHONE
Shareholders who authorize telephone redemptions in the Subscription Agreement
may redeem shares by telephone instructions to Chase Global Funds Services
Company which will wire or mail the proceeds of redemptions to the bank and bank
account number specified in the Subscription Agreement or mail the proceeds to
the address of record, except that telephone redemptions of less than $1,000
will be mailed. Any change in the bank account specified in the Application must
be made in writing with a signature guarantee as described above for redemptions
by mail. If an investor selects a telephone redemption privilege, the investor
authorizes Chase
12
<PAGE>
Global Funds Services Company 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 Chase Global Funds Services Company to
be genuine. The Fund will require Chase Global Funds Services Company to employ
reasonable procedures, such as requiring a form of personal identification, to
confirm that the instructions are genuine and, if it does not follow such
procedures, the Fund may be liable for losses due to unauthorized or fraudulent
requests. An investor agrees, however, that to the extent permitted by
applicable law, neither the Fund nor its agents nor Chase Global Funds Services
Company will be liable for any loss, liability, cost or expense arising out of
any redemption request, including any fraudulent or unauthorized request. For
information, consult Chase Global Funds Services Company at (800) 437-9912. The
telephone redemption privilege may be modified or terminated without notice.
- -------------------------------------------------------------------------------
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 the Fund prior to the Fund's Cut-off Time 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.
Sales of shares of the Fund may also be made through registered securities
dealers who have entered into selected dealer agreements with the Distributor. A
dealer who agrees to process an order on behalf of an investor may charge the
investor a fee for this service.
With the exception of IRA or Keogh accounts, the Fund reserves the right to
close an investor's account if the account has dropped below $1,000 in value for
a period of three months or longer other than as a result of a decline in the
net asset value per share or if an investor purchases through an automatic
investment plan and fails to meet the Fund's investment minimum within a
twelve-month period. Shareholders are notified at least 30 days prior to any
proposed redemption and invited to add to their account if they wish to continue
as a shareholder of the Fund; however the Fund does not presently contemplate
making such redemptions.
Confirmed redemptions will be done only at the discretion of the Investment
Advisor.
- --------------------------------------------------------------------------------
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 a 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
13
<PAGE>
periods during which the stated value of a portfolio security is higher or lower
than the price a 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 it
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.
- --------------------------------------------------------------------------------
HOW DIVIDENDS AND DISTRIBUTIONS ARE MADE; TAX INFORMATION
- --------------------------------------------------------------------------------
The net investment income 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.
All ordinary income dividends and capital gains distributions are automatically
reinvested at net asset value unless the Chase Global Funds Services Company
receives written notice from a shareholder at least 30 days prior to the record
date requesting that the distributions and dividends be distributed to the
investor in cash.
14
<PAGE>
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).
- --------------------------------------------------------------------------------
OTHER INFORMATION CONCERNING THE FUND
- --------------------------------------------------------------------------------
SHAREHOLDER SERVICING AGENTS
The Fund has entered into a shareholder servicing agreement 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. For shareholders
that bank with Chase, Chase may aggregate investments in the 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
Vista Funds.
Chase and/or VFD 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
15
<PAGE>
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 a Fund attributable to
shares of such Fund held by customers of such selected dealers. Such
compensation does not represent an additional expense to a Fund or its
shareholders, since it will be paid by Chase and/or VFD.
- -------------------------------------------------------------------------------
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.
- -------------------------------------------------------------------------------
DISTRIBUTOR AND SUB-ADMINISTRATOR
The Fund's distributor is Vista Fund Distributors, Inc. ("VFD"). VFD is a
subsidiary of The BISYS Group, Inc. and is unaffiliated with Chase.
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 AND DIVIDEND PAYING AGENT
DST Systems, Inc. located at 210 W. 10th Street, Kansas City, MO 64105 serves
as the Fund's transfer agent and dividend paying agent.
- -------------------------------------------------------------------------------
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
16
<PAGE>
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.
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. 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 not be
voted. Shares of each class of the 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 issues 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 (800) 437-9912 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.
17
<PAGE>
- --------------------------------------------------------------------------------
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.
18
<PAGE>
MUTUAL FUND TRUST
PART C. OTHER INFORMATION
ITEM 24. Financial Statements and Exhibits
(a) Financial statements:
In Part A: Financial Highlights
In Part B: Financial Statements and the Reports thereon for the
Funds filed herein for the fiscal year ended August 31,
1996 are incorporated by reference into Part B as part
of the 1996 Annual Reports to Shareholders for such
Funds as filed with the Securities and Exchange
Commission by the Registrant on Form N-30D on November
5, 1996, accession number 0000950123-96-006191
and on Form N-30D on November 5, 1996, accession number
0000950123-96-006192. 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.
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 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. (10)
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 as an exhibit to Post-Effective Amendment No. 7 to the Registration
Statement on Form N-1A of the Registrant as filed with the Securities and
Exchange Commission on September 6, 1996.
(10) Filed as an exhibit to Post-Effective Amendment No. 8 to the Registration
Statement on Form N-1A of the Registrant as filed with the Securities and
Exchange Commission on December 27, 1996.
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 September 30, 1997
--------------- ------------------
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 46 30 N/A N/A
Vista(SM) Federal Money
Market Fund 8,958 245 30 N/A N/A
Vista(SM) U.S. Government
Money Market Fund 9,314 545 258 N/A N/A
Vista(SM) Cash Management
Fund 13,613 382 89 N/A N/A
Vista(SM) Prime Money
Market Fund N/A 206 174 N/A 530
Vista(SM) Tax Free Money
Market Fund 2,018 167 46 N/A N/A
Vista(SM) California Tax Free
Money Market Fund 337 N/A N/A N/A N/A
Vista(SM) New York Tax Free
Money Market Fund 6,041 N/A N/A N/A N/A
Vista(SM) 100% U.S. Treasury
Securities Money Market Fund 8,052 20 25 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 N/A N/A N/A 2,345 505
Vista(SM) New York Tax Free
Income Fund N/A N/A N/A 2,576 496
Vista(SM) California Intermediate
Tax Free Income Fund N/A N/A N/A 568 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(a) 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 28(b)
Chase Asset Management ("CAM" is an Investment Advisor providing investment
services to institutional clients.
To the knowledge of the Registrant, none of the Directors or executive
officers of the CAM, 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 CAM also held or have held various positions with bank
and non-bank affiliates of the Advisor, including its parent. 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>
James Zeigon Chairman and Director Director of Chase
Asset Management
(London) Limited
Steven Prostano Executive Vice President Chief Operating Officer
and Chief Operating Officer and Director of Chase
Asset Management
(London) Limited
Mark Richardson President and Chief Chief Investment Officer
Investment Officer and Director of Chase
Asset Management
(London) Limited
</TABLE>
Item 28(c)
Texas Commerce Bank National Association ("TCB") is an Investment Adviser and
its business has been that of a national bank.
To the knowledge of the Registrant, none of the Directors or executive
officers of TCB, 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 or
executive officers of TCB also hold or have held various positions with bank and
non-bank affiliates of the Adviser, including its parent, The Chase Manhattan
Corporation.
<TABLE>
<CAPTION>
Principal Occupation or Other
Position with Employment of a Substantial
Name Sub-Adviser Nature During Past Two Years
- ---- ------------- -----------------------------
<S> <C> <C>
John L. Adams Director, Vice Chairman None
Elaine B. Agather Chairman and CEO, TCB- None
Fort Worth, Vice Chairman,
TCB-Metroplex
C-6
<PAGE>
Principal Occupation or Other
Position with Employment of a Substantial
Name Sub-Adviser Nature During Past Two Years
- ---- ------------- -----------------------------
David W. Biegler Director Chairman, President and CEO,
ENSERCH Corporation, 300 South
St. Paul St., Dallas, TX 75201
Robert W. Bishop Executive Vice President None
Alan R. Buckwalter, III Director, Vice Chairman None
H. Worth Burke Executive Vice President None
Charles W. Duncan Director Investments, 600 Travis,
Houston, TX 77002-3007
Dan S. Hallmark Chairman and CEO None
TCB-Beaumont
Dennis R. Hendrix Director Chairman, PanEnergy Corp.,
P.O. Box 1642, Houston, TX
77251-1642
Harold S. Hook Director Chairman and CEO, American
General Corporation, P.O. Box
3247, Houston TX 77253
C-7
<PAGE>
Principal Occupation or Other
Position with Employment of a Substantial
Name Sub-Adviser Nature During Past Two Years
- ---- ------------- -----------------------------
Robert C. Hunter Director, Vice Chairman None
Ed Jones President and CEO, TCB- None
Midland
R. Bruce LaBoon Director Managing Partner, Liddell, Sapp,
Zivley, Hill & LaBoon, L.L.P.,
3400 Texas Commerce Tower,
Houston, TX 77002-3004
Shelaghmichael Executive Vice President None
C. Lents
S. Todd Maclin President, TCB-Dallas, None
Executive Vice President
Beverly H. McCaskill Executive Vice President None
Joe C. McKinney Chairman and CEO TCB-San None
Antonio
C-8
<PAGE>
Principal Occupation or Other
Position with Employment of a Substantial
Name Sub-Adviser Nature During Past Two Years
- ---- ------------- -----------------------------
Scott J. McLean Chairman and CEO TCB-El Paso None
Randal B. McLelland President and CEO, TCB- None
Rio Grande Valley
David L. Mendez Executive Vice President None
W. Merriman Morton Chairman and CEO TCB-Austin None
Paul Poullard Exective Vice President None
Jeffrey B. Reitman General Counsel None
Edward N. Robinson Executive Vice President None
Ann V. Rogers Executive Vice President None
C-9
<PAGE>
Principal Occupation or Other
Position with Employment of a Substantial
Name Sub-Adviser Nature During Past Two Years
- ---- ------------- -----------------------------
Marc J. Shapiro Director, Chairman, None
President and CEO
Larry L. Shryock Executive Vice President None
Kenneth L. Tilton Executive Vice President None
and Controller
Harriet S. Wasserstrum Executive Vice President None
Gary K. Wright Executive Vice President None
</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>
(c) Not applicable
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-10
<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-11
<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 23rd day of October, 1997.
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.
* Chairman October 23, 1997
- ------------------------------- and Trustee
Fergus Reid, III
* Trustee October 23, 1997
- -------------------------------
William J. Armstrong
* Trustee October 23, 1997
- -------------------------------
John R.H. Blum
* Trustee October 23, 1997
- -------------------------------
Joseph J. Harkins
*
- ------------------------------- Trustee October 23, 1997
Richard E. Ten Haken
* Trustee October 23, 1997
- -------------------------------
Stuart W. Cragin, Jr.
* Trustee October 23, 1997
- -------------------------------
Irving L. Thode
/s/ H. Richard Vartabedian President October 23, 1997
- ------------------------------- and Trustee
H. Richard Vartabedian
* Trustee October 23, 1997
- -------------------------------
W. Perry Neff
* Trustee October 23, 1997
- -------------------------------
Roland R. Eppley, Jr.
* Trustee October 23, 1997
- -------------------------------
W.D. MacCallan
* Trustee October 23, 1997
- -------------------------------
Sarah E. Jones
/s/ Martin Dean Treasurer and October 23, 1997
- ------------------------------- Principal
Martin Dean Accounting
Officer
/s/ H. Richard Vartabedian Attorney in Fact October 23, 1997
- -------------------------------
H. Richard Vartabedian
