MUTUAL FUND TRUST, 485BPOS, 1998-09-16

MUTUAL FUND TRUST
485BPOS, 1998-09-16

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As filed via EDGAR with the Securities and Exchange Commission
on September 16, 1998
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. 13 |X|

and

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

Post-Effective Amendment No. 13 |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

<TABLE>
<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
- --------------------------------------------------------------------------------------

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

It is proposed that this filing will become effective:
|_| immediately upon filing pursuant to |X| on (October 1, 1998) pursuant
paragraph (b) to 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,
1997 was filed on November 25, 1997.

<PAGE>
EXPLANATORY NOTE

The Prospectuses and Statement of Additional Information for Premier Class
Shares of the 100% U.S. Treasury Securities Money Market Fund, Treasury Plus
Money Market Fund, Federal Money Market Fund, U.S. Government Money Market, Cash
Management Fund, Prime Money Market Fund and Tax Free Money Market Fund,
Institutional Class shares of the 100% U.S. Treasury Securities Money Market
Fund, Treasury Plus Money Market Fund, Federal Money Market Fund, U.S.
Government Money Market Fund, Cash Management Fund, Prime Money Market Fund and
Tax Free Money Market Fund, Class B and Class C shares of the Prime Money Market
Fund, Class A and Class B shares of the Tax Free Income Fund and the New York
Tax Free Income Fund and Class A shares of the California Intermediate Tax Free
Income Fund are incorporated by reference to the Registrant's filing of
definitive copies under Rule 497(c) of the Securities Act of 1933, as amended on
March 13, 1998.

<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
----------- ------------------ -------------------
<S> <C> <C>

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>

<TABLE>
<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>

<TABLE>
<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>

<TABLE>
<CAPTION>
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>

--------------------
Filed pursuant to
Rule 485B
File No. 33-75250
--------------------
VISTA(SM) SHARES
PROSPECTUS
100% U.S. TREASURY SECURITIES
MONEY MARKET FUND
TREASURY PLUS MONEY MARKET FUND
FEDERAL MONEY MARKET FUND
U.S. GOVERNMENT MONEY MARKET FUND
CASH MANAGEMENT FUND

PRIME MONEY MARKET FUND
TAX FREE MONEY MARKET FUND
NEW YORK TAX FREE MONEY MARKET FUND
CALIFORNIA TAX FREE MONEY MARKET FUND

-----------------------------------
INVESTMENT STRATEGY: CURRENT INCOME
-----------------------------------

December 29, 1997, As revised October 1, 1998

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 Funds in their December 29, 1997, as revised
April 10, 1998 Statement of Additional Information, as amended periodically
(the "SAI"). For a free copy of the SAI, call the Chase Vista Service Center at
1-800-34-VISTA. 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 FUNDS ARE NEITHER INSURED NOR GUARANTEED BY THE U.S.
GOVERNMENT AND THERE CAN BE NO ASSURANCE THAT ANY FUND WILL BE ABLE TO MAINTAIN
A STABLE NET ASSET VALUE OF $1.00 PER SHARE.
- --------------------------------------------------------------------------------
Investments in the Funds 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 the FDIC, the Federal Reserve Board or any other
- --------------------------------------------------------------------------------
<PAGE>

government agency. Investments in mutual funds involve risk, including the
possible loss of the principal amount invested.

THE TAX FREE, NEW YORK TAX FREE AND CALIFORNIA TAX FREE MONEY MARKET FUNDS MAY
EACH INVEST A SIGNIFICANT PERCENTAGE OF ITS ASSETS IN THE SECURITIES OF A
SINGLE ISSUER; ACCORDINGLY, AN INVESTMENT IN THESE FUNDS MAY BE RISKIER THAN
INVESTMENTS IN OTHER TYPES OF MONEY MARKET FUNDS.
<PAGE>

TABLE OF CONTENTS

<TABLE>
<S> <C>
Expense Summary ............................................................ 4
The expenses you pay on your Fund investment, including examples

Financial Highlights ....................................................... 6
The Funds' financial history

Fund Objectives and Investment Approach
100% U.S. Treasury Securities Money Market Fund ............................ 20
Treasury Plus Money Market Fund ............................................ 20
Federal Money Market Fund .................................................. 20
U.S. Government Money Market Fund .......................................... 21
Cash Management Fund ....................................................... 21
Prime Money Market Fund .................................................... 21
Tax Free Money Market Fund ................................................. 22
New York Tax Free Money Market Fund ........................................ 22
California Tax Free Money Market Fund ...................................... 23

Common Investment Policies ................................................. 23

Management ................................................................. 31
Chase Manhattan Bank, the Funds' adviser; Chase Asset Management and Texas
Commerce Bank, the Funds' sub-advisers

How to Buy, Sell and Exchange Shares ....................................... 32

How the Funds Value Their Shares ........................................... 35

How Dividends and Distributions Are Made; Tax Information .................. 36

How the Funds distribute their earnings, and tax treatment related
to those earnings

Other Information Concerning the Funds ..................................... 37
Distribution plans, shareholder servicing agents, administration, custodian,
expenses and organization

Performance Information .................................................... 41
How performance is determined, stated and/or advertised

</TABLE>

3
<PAGE>

EXPENSE SUMMARY

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

The table is provided to help you understand the expenses of investing in the
Funds and your share of the operating expenses that a 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 below, may be incurred
directly by customers of financial institutions in connection with an
investment in a Fund. The Funds understand 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 a Fund with respect to those accounts. See
"Other Information Concerning the Funds."
- -------------------------------------------------------------------------------

<TABLE>
<S> <C> <C>
100% U.S.
Treasury Treasury
Securities Plus Money
Money Market
Market Fund Fund
--------------- ------
Vista Vista
Shares Shares
------ ------
ANNUAL FUND OPERATING EXPENSES
(as a percentage of average net assets)
Investment Advisory Fee (after estimated waiver of fee, where
indicated) ................................................................ 0.10% 0.10%
12b-1 Fee ** (after estimated waiver of fee, where indicated) .............. 0.08%*# 0.10%
Shareholder Servicing Fee (after estimated waiver of fee, where
indicated) ................................................................ 0.30%*# 0.28%*#
Other Expenses (after estimated waiver of fee, where indicated) ............ 0.11%*# 0.11%*#
Total Fund Operating Expenses (after waivers of fees, where indicated) ..... 0.59%* 0.59%*
EXAMPLES
Your investment of $1,000 would incur the following expenses, assuming 5% annual return:
1 year ..................................................................... $ 6 $ 6
3 years .................................................................... 19 19
5 years .................................................................... 33 33
10 years ................................................................... 74 74

<S> <C> <C> <C> <C>
U.S.
Federal Government Prime
Money Money Cash Money
Market Market Management Market
Fund Fund Fund Fund
------ ------ ------ ------
Vista Vista Vista Vista
Shares Shares Shares Shares
------ ------ ------ ------
ANNUAL FUND OPERATING EXPENSES
(as a percentage of average net assets)
Investment Advisory Fee (after estimated waiver of fee, where
indicated) ................................................................ 0.10% 0.10% 0.10% 0.10%
12b-1 Fee ** (after estimated waiver of fee, where indicated) .............. 0.10% 0.10% n/a n/a
Shareholder Servicing Fee (after estimated waiver of fee, where
indicated) ................................................................ 0.20%* 0.23%* 0.33%* 0.33%*
Other Expenses (after estimated waiver of fee, where indicated) ............ 0.30% 0.16% 0.16% 0.16%
Total Fund Operating Expenses (after waivers of fees, where indicated) ..... 0.70%* 0.59%* 0.59%* 0.59%*
EXAMPLES
Your investment of $1,000 would incur the following expenses, assuming 5% annual return:
1 year ..................................................................... $ 7 $ 6 $ 6 $ 6
3 years .................................................................... 22 19 19 19
5 years .................................................................... 39 33 33 33
10 years ................................................................... 87 74 74 74

<S> <C> <C> <C>
New York California
Tax Free Tax Free Tax Free
Money Money Money
Market Market Market
Fund Fund Fund
------ ------ ------
Vista Vista Vista
Shares Shares Shares
------ ------ ------
ANNUAL FUND OPERATING EXPENSES
(as a percentage of average net assets)
Investment Advisory Fee (after estimated waiver of fee, where
indicated) ................................................................ 0.10% 0.10% 0.00%*#
12b-1 Fee ** (after estimated waiver of fee, where indicated) .............. 0.10% 0.10% 0.05%*#
Shareholder Servicing Fee (after estimated waiver of fee, where
indicated) ................................................................ 0.22%* 0.26%* 0.10%*
Other Expenses (after estimated waiver of fee, where indicated) ............ 0.17% 0.13%*# 0.40%#
Total Fund Operating Expenses (after waivers of fees, where indicated) ..... 0.59%* 0.59%* 0.55%*
EXAMPLES
Your investment of $1,000 would incur the following expenses, assuming 5% annual return:
1 year ..................................................................... $ 6 $ 6 $ 6
3 years .................................................................... 19 19 18
5 years .................................................................... 33 33 31
10 years ................................................................... 74 74 69
</TABLE>

*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, 12b-1 Fee and Shareholder
Servicing Fee would be 0.10%, 0.10% and 0.35%, respectively, for each
such Fund. Other Expenses would be 0.16%, 0.16% and 0.18% for 100% U.S.
Treasury Securities Money Market Fund, Treasury Plus Money Market Fund
and New York Tax Free Money Market Fund, respectively, and Total Fund
Operating Expenses for 100% U.S. Treasury Securities Money Market Fund,
Treasury Plus Money Market Fund, Federal Money Market Fund, U.S.
Government Money Market Fund, Cash Management Fund, Prime Money Market
Fund, Tax Free Money Market Fund, New York Tax Free Money Market Fund
and California Tax Free Money Market Fund would be 0.71%, 0.71%, 0.85%,
0.71%, 0.61%, 0.61%, 0.72%, 0.73 and 0.95%, respectively. 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 Treasury
Plus Money Market Fund, U.S. Government Money Market Fund, Cash
Management Fund, Tax Free Money Market Fund and New York Tax Free Money
Market Fund from exceeding 0.73%, 0.76%, 0.72%, 0.74% and 0.71%,
respectively, of average net assets during such period.

**Long-term shareholders in mutual funds with 12b-1 fees, such as holders
of Vista Shares of all Funds except Cash Management 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.
#Restated from most recent fiscal year to reflect current waiver
arrangements.
4 & 5

<PAGE>
FINANCIAL HIGHLIGHTS

On May 3, 1996, the Hanover 100% U.S Treasury Securities Money Market Fund
("Hanover 100% Treasury Fund") merged into 100% U.S. Treasury Securities Money
Market Fund, which was created to be the successor to the Hanover 100% Treasury
Fund. The table set forth below provides selected per share data and ratios for
one Hanover 100% Treasury Fund share outstanding through May 3, 1996 and one
Vista Share of the 100% U.S. Treasury Securities Money Market Fund outstanding
for periods thereafter. This information is supplemented by financial
statements and accompanying notes appearing in the Hanover 100% Treasury Fund's
Annual Report to Shareholders for the fiscal year ended November 30, 1995, the
Fund's Annual Report to Shareholders for the period ended August 31, 1997 and
the Fund's unaudited Semiannual Report to Shareholders for the period ended
February 28, 1998, which are incorporated by reference into the SAI.
Shareholders may obtain a copy of these 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 year ended August
31, 1997 and 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.

100% U.S. TREASURY SECURITIES
MONEY MARKET FUND
- --------------------------------------------------------------------------------

<TABLE>
<S> <C> <C> <C>
9/1/97
through Year 12/01/95
2/28/98 Ended through
(unaudited) 8/31/97 8/31/96**
---------- -------- ---------
PER SHARE OPERATING
PERFORMANCE
Net Asset Value, Beginning of Period ......... $ 1.00 $ 1.00 $ 1.00
------------- ---------- ---------
Income from Investment Operations:
Net Investment Income ...................... 0.024 0.048 0.035
------------- ---------- ---------
Less Distributions:
Dividends from Net Investment
Income ...................................... 0.024 0.048 0.035
------------- ---------- ---------
Net Asset Value, End of Period ............... $ 1.00 $ 1.00 $ 1.00
============= ========== =========
TOTAL RETURN 2.44% 4.87% 3.50%
Ratios/Supplemental Data
Net Assets, End of Period (000 omitted) $ 2,570,607 $2,376,214 $1,671,603
Ratio of Expenses to Average Net
Assets# .................................... 0.59% 0.59% 0.60%
Ratio of Net Investment Income to
Average Net Assets# ........................ 4.84% 4.74% 4.58%
Ratio of Expenses without waivers and
assumption of expenses to
Average Net Assets# ........................ 0.71% 0.71% 0.68%
Ratio of Net Investment Income
without waivers and assumption of
expenses to Average Net Assets # ........... 4.72% 4.62% 4.50%

<S> <C> <C> <C> <C> <C>
Year Ended
--------------------------------------------------------
7/1/91*
through
11/30/95 11/30/94 11/30/93 11/30/92 11/30/91
--------- -------- -------- -------- --------
PER SHARE OPERATING
PERFORMANCE
Net Asset Value, Beginning of Period ......... $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000
--------- --------- --------- --------- --------
Income from Investment Operations:
Net Investment Income ...................... 0.050 0.033 0.026 0.033 0.021
--------- --------- --------- --------- --------
Less Distributions:
Dividends from Net Investment
Income ...................................... 0.050 0.033 0.026 0.033 0.021
--------- --------- --------- --------- --------
Net Asset Value, End of Period ............... $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000
========= ========= ========= ========= ========
TOTAL RETURN 5.15% 3.32% 2.62% 3.33% 2.58%
Ratios/Supplemental Data
Net Assets, End of Period (000 omitted) $1,337,549 $1,024,125 $ 873,631 $ 383,688 $141,875
Ratio of Expenses to Average Net
Assets# .................................... 0.58% 0.59% 0.58% 0.55% 0.45%
Ratio of Net Investment Income to
Average Net Assets# ........................ 4.99% 3.26% 2.58% 3.28% 5.02%
Ratio of Expenses without waivers and
assumption of expenses to
Average Net Assets# ........................ 0.61% 0.62% 0.61% 0.67% 0.74%
Ratio of Net Investment Income
without waivers and assumption of
expenses to Average Net Assets # ........... 4.96% 3.23% 2.55% 3.16% 4.73%
</TABLE>

*Fund commenced operations on July 1, 1991.
**In 1996, the Fund changed its fiscal year end from November 30 to
August 31.
#Short periods have been annualized.

6 & 7

<PAGE>

FINANCIAL HIGHLIGHTS

The table set forth below provides selected per share data and ratios for one
Vista Share outstanding throughout the period shown. This information is
supplemented by financial statements and accompanying notes appearing in the
Fund's unaudited Semiannual Report to Shareholders for the period ended
February 28, 1998 and the Fund's Annual Report to Shareholders for the period
ended August 31, 1997, which are incorporated by reference into the SAI.
Shareholders may obtain a copy of these 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 periods ended prior to
February 28, 1998 , have been audited by Price Waterhouse LLP, independent
accountants, whose report thereon is included in the Annual Report to
Shareholders.

TREASURY PLUS MONEY MARKET FUND

<TABLE>
<S> <C> <C> <C>
9/1/97
through Year 5/6/96*
2/28/98 Ended through
(unaudited) 8/31/97 8/31/96
---------- -------- ---------
PER SHARE OPERATING PERFORMANCE
Net Asset Value, Beginning of Period ................ $ 1.00 $ 1.00 $ 1.00
------------ ---------- ----------
Income from Investment Operations:
Net Investment Income ............................. 0.025 0.048 0.015
------------ ---------- ----------
Less Dividends from Net Investment Income ......... 0.025 0.048 0.015
------------ ---------- ----------
Net Asset Value, End of Period ...................... $ 1.00 $ 1.00 $ 1.00
============ ========== ==========
TOTAL RETURN 2.49% 4.89% 1.50%
============ ========== ==========
Ratios/Supplemental Data
Net Assets, End of Period (000 omitted) ............ $ 1,761,667 $1,605,845 $1,382,184
Ratio of Expenses to Average Net Assets# ........... 0.59% 0.59% 0.59%
Ratio of Net Investment Income to Average Net
Assets# .......................................... 4.96% 4.79% 4.63%
Ratio of Expenses without waivers and
assumption of expenses to Average Net Assets# 0.71% 0.70% 0.73%
Ratio of Net Investment Income without waivers
and assumption of expenses to Average Net
Assets# .......................................... 4.84% 4.68% 4.49%
</TABLE>

*Commencement of offering shares.
#Short periods have been annualized.

8
<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 unaudited Semiannual Report to Shareholders for the period ended
February 28, 1998 and the Fund's Annual Report to Shareholders for the fiscal
year ended August 31, 1997, which are incorporated by reference into the SAI.
Shareholders may obtain a copy of these 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 periods ended prior to
February 28, 1998, have been audited by Price Waterhouse LLP, independent
accountants, whose report thereon is included in the Annual Report to
Shareholders.

FEDERAL MONEY MARKET FUND

9/1/97
through Year Year Year 5/9/94*
2/28/98 ended ended ended through
(unaudited) 8/31/97 8/31/96 8/31/95 8/31/94
---------- ------- ------- ------- -------
PER SHARE OPERATING
PERFORMANCE
Net Asset Value, Beginning of Period ......... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
------- ------- ------- ------- -------
Income from Investment Operations:
Net Investment Income ...................... 0.024 0.048 0.048 0.051 0.013
----- -------- -------- -------- --------
Total from Investment Operations 0.024 0.048 0.048 0.051 0.013
Less Distributions:
Dividends from Net Investment
Income .................................... 0.024 0.048 0.048 0.051 0.013
------- -------- -------- -------- --------
Net Asset Value, End of Period ............... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
======= ======== ======== ======== ========
TOTAL RETURN 2.46% 4.91% 4.83% 5.20% 1.26%
Ratios/Supplemental Data
Net Assets, End of Period (000 omit-
ted) ...................................... $286,554 $301,031 $352,934 $203,399 $ 19,955
Ratio of Expenses to Average Net
Assets# ................................... 0.70% 0.70% 0.70% 0.69% 0.40%
Ratio of Net Investment Income to
Average Net Assets# ....................... 4.91% 4.79% 4.79% 5.16% 4.36%
Ratio of Expenses without waivers
and assumption of expenses to
Average Net Assets# ....................... 0.84% 0.82% 0.93% 0.93% 1.02%
Ratio of Net Investment Income
without waivers and assumptions
of expenses to Average Net
Assets# ................................... 4.77% 4.67% 4.56% 4.92% 3.74%
</TABLE>

*Commencement of offering shares.
#Short periods have been annualized.

9
<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 unaudited Semiannual Report to Shareholders for the period ended February
28, 1998 and the Fund's Annual Report to Shareholders for the fiscal year ended
August 31, 1997, which are incorporated by reference into the SAI. Shareholders
may obtain a copy of these 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 periods ended prior to February 28,
1998, have been audited by Price Waterhouse LLP, independent accountants, whose
report thereon is included in the Annual Report to Shareholders.

U.S. GOVERNMENT MONEY MARKET FUND

<TABLE>
<S> <C> <C> <C> <C> <C> <C>
9/1/97
through Year Year Year 11/1/93 1/1/93*
2/28/98 ended ended ended through through
(unaudited) 8/31/97 8/31/96 8/31/95 8/31/94** 10/31/93
---------- -------- -------- ------- -------- --------
PER SHARE OPERATING
PERFORMANCE
Net Asset Value, Beginning of
Period ........................... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
---------- ---------- ---------- -------- --------- ---------
Income from Investment
Operations:
Net Investment Income ............ 0.025 0.049 0.049 0.049 0.025 0.019
---------- ---------- ---------- -------- --------- ---------
Less Distributions:
Dividends from Net
Investment Income ................ 0.025 0.049 0.049 0.049 0.025 0.019
---------- ---------- ---------- -------- --------- ---------
Net Asset Value, End of Period ..... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
---------- ---------- ---------- -------- --------- ---------
TOTAL RETURN 2.52% 5.04% 4.97% 5.05% 2.48% 2.02%
Ratios/Supplemental Data
Net Assets, End of Period
(000 omitted) ................... $2,631,939 $2,139,368 $2,057,023 $341,336 $ 335,365 $ 323,498
Ratio of Expenses to Average
Net Assets# ..................... 0.59% 0.59% 0.65% 0.80% 0.80% 0.82%
Ratio of Net Investment
Income to Average Net
Assets# ......................... 5.04% 4.93% 4.83% 4.93% 2.94% 2.39%
Ratio of Expenses without
waivers and assumption of
expenses to Average Net
Assets# ......................... 0.71% 0.72% 0.73% 0.80% 0.80% 0.82%
Ratio of Net Investment
Income without waivers
and assumption of
expenses to Average Net
Assets# ......................... 4.92% 4.80% 4.75% 4.93% 2.94% 2.39%
</TABLE>

*Commencement of offering shares.

**In 1994 the U.S. Government Money Market Fund changed its fiscal
year-end from October 31 to August 31.
#Short periods have been annualized.

10
<PAGE>

(This Page Intentionally Left Blank)

11
<PAGE>

FINANCIAL HIGHLIGHTS

On May 3, 1996, the Hanover Cash Management Fund merged into 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 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, the Fund's Annual Report to Shareholders for the period
ended August 31, 1997 and the Fund's unaudited Semiannual Report
to Shareholders for the period ended February 28, 1998, which are incorporated
by reference into the SAI. Shareholders may obtain a copy of these 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 year ended August 31, 1997 and 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
- --------------------------------------------------------------------------------

9/1/97
through Year 12/1/95
2/28/98 Ended through
(unaudited) 8/31/97 8/31/96**
---------- -------- ---------
PER SHARE OPERATING PERFORMANCE
Net Asset Value, Beginning of Period ....................... $ 1.00 $ 1.000 $ 1.000
---------- --------- ---------
Income from Investment Operations:
Net Investment Income .................................... 0.026 0.050 0.037
---------- --------- ---------
Less Distributions:
Dividends from Net Investment Income ..................... 0.026 0.050 0.037
---------- --------- ---------
Net Asset Value, End of Period ............................. $ 1.00 $ 1.000 $ 1.000
========== ========= =========
TOTAL RETURN 2.58% 5.09% 3.69%
Ratios/Supplemental Data
Net Assets, End of Period (000 omitted) ................... $2,967,197 $2,576,142 $1,621,212
Ratio of Expenses to Average Net Assets# .................. 0.59% 0.59% 0.60%
Ratio of Net Investment Income to Average Net Assets# ..... 5.25% 4.99% 4.91%
Ratio of Expenses without waivers and assumption of
expenses to Average Net Assets# .......................... 0.61% 0.62% 0.63%
Ratio of Net Investment Income without waivers and
assumption of expenses to Average Net Assets # ........... 5.12% 4.96% 4.88%

<S> <C> <C> <C> <C>
Year Ended
------------------------------------------------------
11/30/95 11/30/94 11/30/93 11/30/92
------------ -------- -------- --------
PER SHARE OPERATING PERFORMANCE
Net Asset Value, Beginning of Period ....................... $ 1.000 $ 1.000 $ 1.000 $ 1.000
----------- -------- -------- --------
Income from Investment Operations:
Net Investment Income .................................... 0.054 0.036 0.027 0.035
----------- -------- -------- --------
Less Distributions:
Dividends from Net Investment Income ..................... 0.054 0.036 0.027 0.035
----------- -------- -------- --------
Net Asset Value, End of Period ............................. $ 1.000 $ 1.000 $ 1.000 $ 1.000
=========== ======== ======== ========
TOTAL RETURN 5.49% 3.62% 2.74% 3.51%
Ratios/Supplemental Data
Net Assets, End of Period (000 omitted) ................... $1,634,493 $990,045 $861,025 $560,173
Ratio of Expenses to Average Net Assets# .................. 0.58% 0.58% 0.61% 0.67%
Ratio of Net Investment Income to Average Net Assets# ..... 5.35% 3.62% 2.70% 3.41%
Ratio of Expenses without waivers and assumption of
expenses to Average Net Assets# .......................... 0.62% 0.62% 0.64% 0.72%
Ratio of Net Investment Income without waivers and
assumption of expenses to Average Net Assets # ........... 5.31% 3.58% 2.67% 3.36%

1/17/89*
through
11/30/91 11/30/90 11/30/89
-------- -------- --------
PER SHARE OPERATING PERFORMANCE
Net Asset Value, Beginning of Period ....................... $ 1.000 $ 1.000 $ 1.000
-------- -------- --------
Income from Investment Operations:
Net Investment Income .................................... 0.059 0.077 0.076
-------- -------- --------
Less Distributions:
Dividends from Net Investment Income ..................... 0.059 0.077 0.076
-------- -------- --------
Net Asset Value, End of Period ............................. $ 1.000 $ 1.000 $ 1.000
======== ======== ========
TOTAL RETURN 6.01% 7.94% 7.83%
Ratios/Supplemental Data
Net Assets, End of Period (000 omitted) ................... $343,166 $196,103 $134,503
Ratio of Expenses to Average Net Assets# .................. 0.67% 0.67% 0.67%
Ratio of Net Investment Income to Average Net Assets# ..... 5.84% 7.65% 8.62%
Ratio of Expenses without waivers and assumption of
expenses to Average Net Assets# .......................... 0.73% 0.73% 0.74%
Ratio of Net Investment Income without waivers and
assumption of expenses to Average Net Assets # ........... 5.78% 7.59% 8.55%
</TABLE>

*Fund commenced operations January 17, 1989.
**In 1996, the Fund changed its fiscal year end from November 30 to
August 31.
#Short periods have been annualized.

12 & 13
<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 unaudited Semiannual Report to Shareholders for the period ended
February 28, 1998 and the Fund's Annual Report to Shareholders for the fiscal
year ended August 31, 1997, which are incorporated by reference into the SAI.
Shareholders can obtain a copy of these 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 periods ended prior to
February 28, 1998, have been audited by Price Waterhouse LLP, independent
accountants, whose report thereon is included in the Annual Report to
Shareholders.

TAX FREE MONEY MARKET FUND

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

<TABLE>
<S> <C> <C> <C>
9/1/97
through Year Year
2/28/98 ended ended
(unaudited) 8/31/97 8/31/96
---------- ------- -------
PER SHARE OPERATING PERFORMANCE
Net Asset Value, Beginning of Period ................... $ 1.00 $ 1.00 $ 1.00
----------- -------- --------
Income from Investment Operations:
Net Investment Income ................................ 0.015 0.031 0.029
----------- -------- --------
Less Distributions:
Dividends from Net Investment Income ................. 0.015 0.031 0.029
----------- -------- --------
Net Asset Value, End of Period ......................... $ 1.00 $ 1.00 $ 1.00
=========== ======== ========
TOTAL RETURN 1.54% 3.12% 2.92%
Ratios/Supplemental Data:
Net Assets, End of Period (000 omitted) ............... $ 735,065 $565,625 $574,115
Ratio of Expenses to Average Net Assets# .............. 0.59% 0.59% 0.69%
Ratio of Net Investment Income to
Average Net Assets# .................................. 3.07% 3.08% 2.89%
Ratio of Expenses without waivers and assumption of
expenses to Average Net Assets# ...................... 0.72% 0.73% 0.80%
Ratio of Net Investment Income without waivers and
assumption of expenses to Average Net Assets# ........ 2.94% 2.94% 2.78%

<S> <C> <C> <C> <C> <C>
Year Ended
-----------------------------------------
Year 11/1/93
ended through
8/31/95 8/31/94** 10/31/93 10/31/92 10/31/91
------- --------- ----------- -------- --------
PER SHARE OPERATING PERFORMANCE
Net Asset Value, Beginning of Period ................... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
-------- ---------- ----------- ---------- ----------
Income from Investment Operations:
Net Investment Income ................................ 0.029 0.015 0.019 0.028 0.043
-------- ---------- ----------- ---------- ----------
Less Distributions:
Dividends from Net Investment Income ................. 0.029 0.015 0.019 0.028 0.043
-------- ---------- ----------- ---------- ----------
Net Asset Value, End of Period ......................... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
======== ========== =========== ========== ==========
TOTAL RETURN 2.99% 1.54% 1.90% 2.79% 4.37%
Ratios/Supplemental Data:
Net Assets, End of Period (000 omitted) ............... $166,915 $ 121,710 $ 160,497 $ 145,241 $ 115,770
Ratio of Expenses to Average Net Assets# .............. 0.86% 0.85% 0.85% 0.85% 0.85%
Ratio of Net Investment Income to
Average Net Assets# .................................. 2.96% 1.82% 1.88% 2.70% 4.27%
Ratio of Expenses without waivers and assumption of
expenses to Average Net Assets# ...................... 0.94% 0.85% 0.91% 0.98% 0.99%
Ratio of Net Investment Income without waivers and
assumption of expenses to Average Net Assets# ........ 2.87% 1.82% 1.83% 2.57% 4.13%

<S> <C> <C> <C> <C>
9/4/87*
Through
10/31/90 10/31/89 10/31/88 10/31/87
-------- -------- -------- --------
PER SHARE OPERATING PERFORMANCE
Net Asset Value, Beginning of Period ................... $ 1.00 $ 1.00 $ 1.00 $ 1.00
---------- ---------- ---------- ---------
Income from Investment Operations:
Net Investment Income ................................ 0.054 0.056 0.045 0.007
---------- ---------- ---------- ---------
Less Distributions:
Dividends from Net Investment Income ................. 0.054 0.056 0.045 0.007
---------- ---------- ---------- ---------
Net Asset Value, End of Period ......................... $ 1.00 $ 1.00 $ 1.00 $ 1.00
========== ========== ========== =========
TOTAL RETURN 5.47% 5.76% 4.61% 4.50%
Ratios/Supplemental Data:
Net Assets, End of Period (000 omitted) ............... $ 112,770 $ 107,534 $ 116,260 $ 133,177
Ratio of Expenses to Average Net Assets# .............. 0.85% 0.85% 0.85% 0.85%
Ratio of Net Investment Income to
Average Net Assets# .................................. 5.33% 5.59% 4.47% 4.47%
Ratio of Expenses without waivers and assumption of
expenses to Average Net Assets# ...................... 0.97% 1.01% 1.02% 1.18%
Ratio of Net Investment Income without waivers and
assumption of expenses to Average Net Assets# ........ 5.21% 5.43% 4.30% 4.15%
</TABLE>

*Commencement of offering shares.
**In 1994 the Tax Free Money Market Fund changed its fiscal year-end
from October 31 to August 31.
#Short periods have been annualized.

14 & 15
<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 unaudited Semiannual Report to Shareholders for the period ended
February 28, 1998 and the Fund's Annual Report to Shareholders for the fiscal
year ended August 31, 1997, which are incorporated by reference into the SAI.
Shareholders can obtain a copy of these 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 periods ended prior to
February 28, 1998, have been audited by Price Waterhouse LLP, independent
accountants, whose report thereon is included in the Annual Report to
Shareholders.

NEW YORK TAX FREE MONEY MARKET FUND

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

<TABLE>
<S> <C> <C> <C>
9/1/97
through Year Year
2/28/98 ended ended
(unaudited) 8/31/97 8/31/96
---------- ------- -------
PER SHARE OPERATING PERFORMANCE
Net Asset Value, Beginning of Period .............. $ 1.00 $ 1.00 $ 1.00
--------- ------- -------
Income from Investment Operations:
Net Investment Income ............................. 0.015 0.030 0.028
---------- -------- --------
Less Distributions:
Dividends from Net Investment
Income ......................................... 0.015 0.030 0.028
---------- -------- --------
Net Asset Value, End of Period .................... $ 1.00 $ 1.00 $ 1.00
========== ======== ========
TOTAL RETURN 1.52% 3.02% 2.85%
Ratios/Supplemental Data:
Net Assets, End of Period (000 omitted) .......... $1,123,067 $956,766 $890,413
Ratio of Expenses to Average Net Assets# ......... 0.59% 0.59% 0.74%
Ratio of Net Investment Income to
Average Net Assets# ............................. 3.04% 2.97% 2.79%
Ratio of Expenses without waivers and
assumption of expenses to Average
Net Assets# .................................... 0.73% 0.73% 0.83%
Ratio of Net Investment Income without
waivers and assumption of expenses to
Average Net Assets# ............................ 2.90% 2.83% 2.70%

<S> <C> <C> <C> <C> <C>
Year Ended
-----------------------------------------
Year 11/1/93
ended through
8/31/95 8/31/94** 10/31/93 10/31/92 10/31/91
------- --------- ----------- -------- --------
PER SHARE OPERATING PERFORMANCE
Net Asset Value, Beginning of Period .............. $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
-------- ---------- ----------- ---------- ----------
Income from Investment Operations:
Net Investment Income ............................. 0.028 0.015 0.017 0.025 0.038
-------- ---------- ----------- ---------- ----------
Less Distributions:
Dividends from Net Investment
Income ......................................... 0.028 0.015 0.017 0.025 0.038
-------- ---------- ----------- ---------- ----------
Net Asset Value, End of Period .................... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
======== ========== =========== ========== ==========
TOTAL RETURN 2.88% 1.48% 1.75% 2.53% 3.87%
Ratios/Supplemental Data:
Net Assets, End of Period (000 omitted) .......... $378,400 $ 365,669 $ 300,425 $ 285,889 $ 230,855
Ratio of Expenses to Average Net Assets# ......... 0.86% 0.85% 0.85% 0.85% 0.85%
Ratio of Net Investment Income to
Average Net Assets# ............................. 2.84% 1.77% 1.72% 2.48% 3.83%
Ratio of Expenses without waivers and
assumption of expenses to Average
Net Assets# .................................... 0.95% 0.85% 0.89% 0.92% 0.92%
Ratio of Net Investment Income without
waivers and assumption of expenses to
Average Net Assets# ............................ 2.75% 1.77% 1.68% 2.41% 3.76%

<S> <C> <C> <C> <C>
9/4/87*
through
10/31/90 10/31/89 10/31/88 10/31/87
-------- -------- -------- ---------
PER SHARE OPERATING PERFORMANCE
Net Asset Value, Beginning of Period .............. $ 1.00 $ 1.00 $ 1.00 $ 1.00
-------- ---------- ---------- ----------
Income from Investment Operations:
Net Investment Income ............................. 0.050 0.051 0.043 0.009
-------- ---------- ---------- ----------
Less Distributions:
Dividends from Net Investment
Income ......................................... 0.050 0.051 0.043 0.009
-------- ---------- ---------- ----------
Net Asset Value, End of Period .................... $ 1.00 $ 1.00 $ 1.00 $ 1.00
======== ========== ========== ==========
TOTAL RETURN 5.02% 5.28% 4.50% 4.71%
Ratios/Supplemental Data:
Net Assets, End of Period (000 omitted) .......... $251,897 $ 252,201 $ 230,639 $ 2,385
Ratio of Expenses to Average Net Assets# ......... 0.83% 0.81% 0.78% 0.25%
Ratio of Net Investment Income to
Average Net Assets# ............................. 4.91% 5.15% 4.26% 4.71%
Ratio of Expenses without waivers and
assumption of expenses to Average
Net Assets# .................................... 0.91% 0.95% 1.10% 1.50%
Ratio of Net Investment Income without
waivers and assumption of expenses to
Average Net Assets# ............................ 4.83% 5.01% 3.94% 3.46%
</TABLE>

*Commencement of operations.
**In 1994 the New York Tax Free Money Market Fund changed its fiscal
year-end from October 31 to August 31.
#Short periods have been annualized.

16 & 17

<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 unaudited Semiannual Report to Shareholders for the period ended
February 28, 1998 and the Fund's Annual Report to Shareholders for the fiscal
year ended August 31, 1997, which are incorporated by reference into the SAI.
Shareholders can obtain a copy of these 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 periods ended prior to
February 28, 1998, have been audited by Price Waterhouse LLP, independent
accountants, whose report thereon is also included in the Annual Report to
Shareholders.

CALIFORNIA TAX FREE MONEY MARKET FUND FUND

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

<TABLE>
<S> <C> <C> <C>
9/1/97
through Year Year
2/28/98 ended ended
(unaudited) 8/31/97 8/31/96
---------- ------- -------
PER SHARE OPERATING PERFORMANCE
Net Asset Value, Beginning of Period ....................... $ 1.00 $ 1.00 $ 1.00
-------- -------- --------
Income from Investment Operations:
Net Investment Income .................................... 0.015 0.300 0.030
-------- -------- --------
Less Distributions: 0.015
Dividends from Net Investment Income ..................... $ 1.00 0.300 0.030
------- -------- --------
Net Asset Value, End of Period ............................. 1.51% $ 1.00 $ 1.00
======= ======== ========
TOTAL RETURN 3.02% 3.06%
Ratios/Supplemental Data:
Net Assets, End of Period (000 omitted) ................... $52,552 $45,509 $42,819
Ratio of Expenses to Average Net Assets# .................. 0.55% 0.56% 0.56%
Ratio of Net Investment Income to Average Net Assets# ..... 3.01% 2.99% 3.03%
Ratio of Expenses without waivers and assumption of
expenses to Average Net Assets# .......................... 0.92% 0.86% 1.02%
Ratio of Net Investment Income without waivers and
assumption of expenses to Average Net Assets# ............ 2.64% 2.69% 2.57%

<S> <C> <C> <C> <C>
Year 11/1/93 Yea r 3/4/92*
ended through ended through
8/31/95 8/31/94** 10/31/93 10/31/92
------- --------- -------- ---------
PER SHARE OPERATING PERFORMANCE
Net Asset Value, Beginning of Period ....................... $ 1.00 $ 1.00 $ 1.00 $ 1.00
------- ------- ------- -------
Income from Investment Operations:
Net Investment Income .................................... 0.033 0.018 0.023 0.019
------- ------- ------- -------
Less Distributions:
Dividends from Net Investment Income ..................... 0.033 0.018 0.023 0.019
------- ------- ------- -------
Net Asset Value, End of Period ............................. $ 1.00 $ 1.00 $ 1.00 $ 1.00
======= ======= ======= =======
TOTAL RETURN 3.32% 1.82% 2.30% 2.89%
Ratios/Supplemental Data:
Net Assets, End of Period (000 omitted) ................... $58,315 $64,423 $45,346 $44,643
Ratio of Expenses to Average Net Assets# .................. 0.48% 0.46% 0.42% 0.06%
Ratio of Net Investment Income to Average Net Assets# ..... 3.25% 2.17% 2.26% 2.86%
Ratio of Expenses without waivers and assumption of
expenses to Average Net Assets# .......................... 1.07% 0.94% 1.02% 1.23%
Ratio of Net Investment Income without waivers and
assumption of expenses to Average Net Assets# ............ 2.66% 1.69% 1.66% 1.69%
</TABLE>

*Commencement of operations.
**In 1994 the California Tax Free Money Market Fund changed its fiscal
year-end from October 31 to August 31.
#Short periods have been annualized.

18 & 19
<PAGE>

FUND OBJECTIVES AND INVESTMENT APPROACH

100% U.S. TREASURY SECURITIES MONEY MARKET FUND
The Fund's objective is to provide maximum current income consistent with
maximum safety of principal and maintenance of liquidity.

The Fund invests in direct obligations of the U.S. Treasury, including Treasury
bills, bonds and notes, which differ principally only in their interest rates,
maturities and dates of issuance. The Fund does not purchase securities issued
or guaranteed by agencies or instrumentalities of the U.S. Government, and does
not enter into repurchase agreements. Income on direct investments in U.S.
Treasury securities is generally not subject to state and local income taxes by
reason of federal law. The dollar weighted average maturity of the Fund will be
90 days or less.

TREASURY PLUS
MONEY MARKET FUND
The Fund's objective is to provide maximum current income consistent with the
preservation of capital and maintenance of liquidity.

The Fund invests in direct obligations of the U.S. Treasury, including Treasury
bills, bonds and notes, which differ principally only in their interest rates,
maturities and dates of issuance. In addition, the Fund will seek to enhance
its yield by investing in repurchase agreements which are fully collateralized
by obligations issued or guaranteed by the U.S. Treasury. The dollar weighted
average maturity of the Fund will be 60 days or less.

FEDERAL
MONEY MARKET FUND
The Fund's objective is to provide current income consistent with preservation
of capital and maintenance of liquidity.

The Fund invests primarily in direct obligations of the U.S. Treasury,
including Treasury bills, bonds and notes, and obligations issued or guaranteed
as to principal and interest by certain agencies or instrumentalities of the
U.S. Government. Income on direct investments in U.S. Treasury securities and
obligations of the agencies and instrumentalities in which the Fund invests is
generally not subject to state and local income taxes by reason of federal law.
The dollar weighted average maturity of the Fund will be 90 days or less. Due
to state income tax considerations, the Fund will not enter into repurchase
agreements.

Shareholders of the above Funds that reside in a state that imposes an income
tax should determine through consultation with their own tax advisors whether
such interest income, when distributed by the Fund, will be considered by the
state to have retained exempt status, and whether the Fund's capital gains and
other income, if any, when distributed will be subject to the state's income
tax. See "How Dividends and Distributions are Made; Tax Information."

20
<PAGE>

U.S. GOVERNMENT MONEY MARKET FUND
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.

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.

PRIME MONEY MARKET FUND
The Fund's objective is to provide maximum current income consistent with the
preservation of capital and maintenance of liquidity.

21
<PAGE>

TAX FREE MONEY MARKET FUND
The Fund's objective is to provide as high a level of current income which is
excluded from gross income for federal income tax purposes as is consistent
with the preservation of capital and maintenance of liquidity.

The Fund invests in a non-diversified portfolio of short-term, fixed rate and
variable rate Municipal Obligations (as defined under "Additional Investment
Policies of the Tax Free Funds"). As a fundamental policy, under normal market
conditions the Fund will have at least 80% of its assets invested in Municipal
Obligations the interest on which, in the opinion of bond counsel, is excluded
from gross income for federal income tax purposes and does not constitute a
preference item which would be subject to the federal alternative minimum tax
on individuals (these preference items are referred to as "AMT Items").
Although the Fund will seek to invest 100% of its assets in such Municipal
Obligations, it reserves the right under normal market conditions to invest up
to 20% of its total assets in AMT Items or securities the interest on which is
subject to federal income tax. For temporary defensive purposes, the Fund may
exceed this limitation. The dollar weighted average maturity of the Fund will
be 90 days or less.

NEW YORK TAX FREE MONEY MARKET FUND
The Fund's objective is to provide as high a level of current income which is
excluded from gross income for federal income tax purposes and from New York
State and New York City personal income taxes as is consistent with the
preservation of capital and maintenance of liquidity.

The Fund invests in a non-diversified portfolio of short-term, fixed rate and
variable rate Municipal Obligations. Except when the Fund's advisers determine
that acceptable securities are unavailable for investment, at least 65% of the
assets of the Fund will be invested in New York Municipal Obligations (as
defined under "Additional Investment Policies of the Tax Free Funds"), although
the exact amount of its assets invested in such securities will vary from time
to time. To the extent suitable New York Municipal Obligations are not
available for investment, the Fund may purchase Municipal Obligations issued by
other states, their agencies and instrumentalities. The portion of the Fund's
assets invested in such other Municipal Obligations would generally be subject
to New York State and New York City personal income taxes.

As a fundamental policy, under normal market conditions the Fund will have at
least 80% of its assets invested in Municipal Obligations the interest on
which, in the opinion of bond counsel, is excluded from gross income for
federal income tax purposes and which are not AMT Items. Although the Fund will
seek to invest 100% of its assets in such Municipal Obligations, it reserves
the right under normal market conditions to invest up to 20% of its total
assets in AMT Items or securities the interest on which is subject to federal
income tax. For temporary defensive purposes, the Fund may exceed this
limitation. The dollar weighted average maturity of the Fund will be 90 days or
less.

22
<PAGE>

CALIFORNIA TAX FREE MONEY MARKET FUND
The Fund's objective is to provide as high a level of current income exempt
from federal and State of California income taxes as is consistent with the
preservation of capital and maintenance of liquidity.

The Fund invests primarily in a non-diversified portfolio of California
Municipal Obligations (as defined under "Additional Investment Policies of the
Tax Free Funds"). As a fundamental policy, the Fund will invest at least 65% of
the value of its total assets in California Municipal Obligations, except when
the Fund is maintaining a temporary defensive position. To the extent suitable
California Municipal Obligations are not available for investment, the Fund may
purchase Municipal Obligations issued by other states, their agencies and
instrumentalities. The portion of the Fund's assets invested in such other
Municipal Obligations would generally be subject to California state personal
income tax.

As a fundamental policy, the Fund will invest at least 80% of the value of its
net assets in Municipal Obligations, except when the Fund is maintaining a
temporary defensive position. Although the Fund will seek to invest 100% of its
assets in Municipal Obligations, it reserves the right under normal market
conditions to invest up to 20% of its total assets in AMT Items or securities
the interest on which is subject to federal income tax. For temporary defensive
purposes, the Fund may exceed this limitation. The dollar weighted average
maturity of the Fund will be 90 days or less.

COMMON INVESTMENT POLICIES

In lieu of investing directly, each 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
applicable Fund.

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

The Funds invest 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 (the
two highest short-term rating categories in the case of New York Tax Free Money
Market Fund and California Tax Free Money Market Fund) 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 Funds invest may not
earn as high a level of current income as long-term or lower quality
securities.

The Funds purchase only instruments which have or are

23
<PAGE>

deemed to have remaining maturities of 397 days or less in accordance with
federal regulations.

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

Tax Free Money Market Fund, New York Tax Free Money Market Fund and California
Tax Free Money Market Fund (together, the "Tax Free Funds") are classified as
"non-diversified" funds under federal securities law. These Funds' assets may
be more concentrated in the securities of any single issuer or group of issuers
than if the Funds were diversified. Each Fund other than the Tax Free Funds is
classified as a "diversified" fund under federal securities law.

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

OTHER INVESTMENT PRACTICES
The Funds 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. Each Fund may invest in direct obligations of the
U.S. Treasury. Each Fund other than 100% U.S. Treasury Securities Money Market
Fund and Treasury Plus Money Market 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 AND STAND-BY
COMMITMENTS. Each Fund other than 100% U.S. Treasury Securities Money Market
Fund and Federal Money Market Fund may enter into agreements to purchase and
resell securities at an agreed-upon price and time. Each Fund other than the
Tax Free Funds 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. Each 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. Each Fund may enter into put
transactions, including those sometimes referred to as stand-by

24
<PAGE>

commitments, with respect to securities in its portfolio. In these
transactions, a Fund would acquire the right to sell a security at an agreed
upon price within a specified period prior to its maturity date. A put
transaction will increase the cost of the underlying security and consequently
reduce the available yield. Each of these transactions involve some risk to a
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.
Each Fund may borrow money from banks for temporary or short-term purposes, but
will not borrow to buy additional securities, known as "leveraging." Each Fund
may also sell and simultaneously commit to repurchase a portfolio security at
an agreed-upon price and time. A Fund may use this practice to generate cash
for shareholder redemptions without selling securities during unfavorable
market conditions. Whenever a 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). A Fund would be required to pay interest on amounts obtained
through reverse repurchase agreements, which are considered borrowings under
federal securities laws.

STRIPS AND ZERO COUPON OBLIGATIONS. Each Fund other than 100% U.S. Treasury
Securities Money Market 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 obligation is backed by the full faith and
credit of the U.S. Government, including instruments known as "STRIPS". Cash
Management Fund, the Prime Money Market Fund and each Tax Free Fund may also
invest in zero 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. Each 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 Tax Free Funds, the Prime Money Market
Fund, and the Cash Management Fund may invest include participation certificates
and, in the case of Cash Management Fund and the Prime Money Market Fund,
certificates of indebtedness or safekeeping. Participation certificates are pro
rata interests in securities held by others; certificates of indebtedness or
safekeeping are documentary

25
<PAGE>

receipts for such original securities held in custody by others. As a result of
the floating or variable rate nature of these investments, a 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, a 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 a Fund to pay a "tender fee" to a third party. Demand
features provided by foreign banks involve certain risks associated with
foreign investments. The Internal Revenue Service has not ruled on whether
interest on participations in floating or variable rate municipal obligations
is tax exempt, and the Tax Free Funds would purchase such instruments based on
opinions of bond counsel.

OTHER MONEY MARKET FUNDS.
Each Fund other than 100% U.S. Treasury Securities Money Market 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 Funds will be fully managed by
buying and selling securities, as well as holding securities to maturity. The
frequency of the Funds' portfolio transactions will vary from year to year. In
managing a 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 OF CASH MANAGEMENT FUND AND PRIME MONEY MARKET
FUND

Cash Management Fund and Prime Money Market Fund may also invest in the
following instruments, when consistent with their 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 Funds 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 these Funds that are derived from interest

26
<PAGE>

on municipal obligations will be taxable to shareholders for federal income tax
purposes.

SECURITIES OF FOREIGN GOVERNMENTS AND SUPRANATIONAL AGENCIES.

The Funds intend to invest a substantial portion of their assets from time to
time in securities of foreign governments and supranational agencies. The Funds
will limit their 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 Funds 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 notes or 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.

ADDITIONAL INVESTMENT POLICIES OF THE TAX FREE FUNDS

The following provides additional information regarding the permitted
investments of the Tax Free Funds. These investments, and certain associated
risks, are more fully described in the SAI.

MUNICIPAL OBLIGATIONS.
"Municipal Obligations" are obligations issued by or on behalf of states,
territories and possessions of the United States, and their authorities,
agencies, instrumentalities and political subdivisions, the interest on which,
in the opinion of bond counsel, is excluded from gross income for federal
income tax purposes (without regard to whether the interest thereon is also
exempt from the personal income taxes of any state or whether the interest
thereon constitutes a preference item for purposes of the federal alternative
minimum tax). "New York Municipal Obligations" are Municipal Obligations of the
State of New York and its political subdivisions and of Puerto Rico, other U.S.
territories and their political subdivisions, the interest on which, in the
opinion of bond counsel, is exempt from New York State and New York City
personal income taxes. "California Municipal Obligations" are Municipal
Obligations of the State of California, its political subdivisions, authorities
and corporations, the interest on which, in the opinion of bond counsel, is
exempt from State of California personal income taxes.

Municipal Obligations are issued to obtain funds for various public purposes,
such as the construction of public facilities, the payment of general operating
expenses or the

27
<PAGE>

refunding of outstanding debts. They may also be issued to finance various
private activities, including the lending of funds to public or private
institutions for the construction of housing, educational or medical
facilities, and may include certain types of industrial development bonds,
private activity bonds or notes issued by public authorities to finance
privately owned or operated facilities, or to fund short-term cash
requirements. Short-term Municipal Obligations may be issued as interim
financing in anticipation of tax collections, revenue receipts or bond sales to
finance various public purposes. The Municipal Obligations in which the Tax
Free Funds invest may consist of municipal notes, municipal commercial paper
and municipal bonds maturing or deemed to mature in 397 days or less.

The two principal classifications of Municipal Obligations are general
obligation and revenue obligation securities. General obligation securities
involve a pledge of the credit of an issuer possessing taxing power and are
payable from the issuer's general unrestricted revenues. Their payment may
depend on an appropriation by the issuer's legislative body. The
characteristics and methods of enforcement of general obligation securities
vary according to the law applicable to the particular issuer. Revenue
obligation securities are payable only from the revenues derived from a
particular facility or class of facilities, or a specific revenue source, and
generally are not payable from the unrestricted revenues of the issuer.
Industrial development bonds and private activity bonds are in most cases
revenue obligation securities, the credit quality of which is directly related
to the private user of the facilities.

From time to time, each Tax Free Fund may invest more than 25% of the value of
its total assets in industrial development bonds which, although issued by
industrial development authorities, may be backed only by the assets and
revenues of the non-governmental issuers such as hospitals or airports,
provided, however, that a Tax Free Fund may not invest more than 25% of the
value of its total assets in such bonds if the issuers are in the same
industry.

MUNICIPAL LEASE OBLIGATIONS. The Tax Free Funds may invest in municipal lease
obligations. These are participations in a lease obligation or installment
purchase contract obligation and typically provide a premium interest rate.
Municipal lease obligations do not constitute general obligations of the
municipality. Certain municipal lease obligations in which the Fund may invest
contain "non-appropriation" clauses which provide that the municipality has no
obligation to make lease or installment payments in future years unless money
is later appropriated for such purpose. Each Tax Free Fund will limit
investments in non-appropriation leases to 10% of its assets. Although
"non-appropriation" lease obligations are secured by the leased property,
disposition of the property in the event of foreclosure might prove difficult.
Certain investments in municipal lease obligations may be illiquid.

LIMITING INVESTMENT RISKS
Specific regulations and investment restrictions help the Funds limit
investment risks for their

28
<PAGE>

shareholders. These regulations and restrictions prohibit each 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 the Tax
Free Funds or to U.S. Government Obligations held by the other Funds); (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, bank obligations and, for the Tax Free
Funds, obligations of states, cities, municipalities or other public
authorities, as well as municipal obligations secured by bank letters of credit
or guarantees). A complete description of these and other investment policies
is included in the SAI. Except for each Fund's investment objective,
restriction (c) above and investment policies designated as fundamental above
or in the SAI, the Funds' 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 any 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 Funds. 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 Funds' additional investment activities, see "Other Investment Practices,"
"Additional Investment Policies of Cash Management Fund and Prime Money Market
Fund" and "Additional Investment Policies of the Tax Free Funds."

CASH MANAGEMENT FUND AND PRIME MONEY MARKET FUND.
These Funds are permitted to invest any portion of their 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 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

29
<PAGE>

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.

THE TAX FREE FUNDS. Each Tax Free Fund may invest without limitation in
Municipal Obligations secured by letters of credit or guarantees from U.S.
banks (including their foreign branches), and may also invest in Municipal
Obligations backed by foreign institutions. These investments are subject to
the considerations discussed in the preceding paragraphs relating to Cash
Management Fund. Changes in the credit quality of banks or other financial
institutions backing these Funds' Municipal Obligations could cause losses to
these Funds and affect their share price. Credit enhancements which are
supplied by foreign or domestic banks are not subject to federal deposit
insurance.

Each of the Tax Free Funds is "non-diversified," which may make the value of
their shares more susceptible to developments affecting issuers in which these
Funds invest. In addition, more than 25% of the assets of each Tax Free Fund
may be invested in securities to be paid from revenue of similar projects,
which may cause these Funds to be more susceptible to similar economic,
political, or regulatory developments (particularly with respect to New York
Tax Free Money Market Fund and California Tax Free Money Market Fund, since the
issuers in which these Funds invest will generally be located in a single
state).

Because the Tax Free Funds will invest primarily in obligations issued by
states, cities, public authorities and other municipal issuers, the Tax Free
Funds are susceptible to factors affecting such states and their municipal
issuers. The New York and California Tax Free Money Market Funds will be
particularly susceptible to factors affecting the State of New York, the State
of California, and their respective municipal issuers. Because the New York Tax
Free Money Market Fund and the California Tax Free Money Market Fund are
concentrated in securities issued by their respective states or entities within
those states, investments in these Funds may be riskier than an investment in
other types of money market funds. A number of municipal issuers, including the
State of New York, New York City, the State of California and certain
California counties, have a recent history of significant financial and fiscal
difficulties. California's Orange County recently defaulted on certain of its
indebtedness. If a

30
<PAGE>

municipal issuer is unable to meet its financial obligations, the income
derived by the related Fund and that Fund's ability to preserve capital and
liquidity could be adversely affected. See the SAI for further information.

Interest on certain Municipal Obligations (including certain industrial
development bonds), while exempt from federal income tax, is a preference item
for the purpose of the alternative minimum tax. Where a mutual fund receives
such interest, a proportionate share of any exempt-interest dividend paid by
the mutual fund may be treated as such a preference item to shareholders.
Federal tax legislation enacted over the past few years has limited the types
and volume of bonds which are not AMT Items and the interest on which is not
subject to federal income tax. This legislation may affect the availability of
Municipal Obligations for investment by the Tax Free Funds.

MANAGEMENT

THE FUNDS' ADVISERS
The Chase Manhattan Bank ("Chase") acts as investment adviser to each of the
Funds under an Investment Advisory Agreement and has overall responsibility for
investment decisions of each of the Funds, 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 each of the Funds, Chase is entitled to
receive an annual fee computed daily and paid monthly at an annual rate equal
to 0.10% of each 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 each Fund other than the Cash Management Fund and the
Tax Free Money Market Fund, under a Sub-Investment Advisory Agreement between
CAM and Chase. CAM is a wholly-owned operating subsidiary of Chase. CAM makes
investment decisions for each of these Funds 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 each such Fund's average daily net
assets. CAM provides discretionary investment advisory services to
institutional clients. 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.

Texas Commerce Bank, National Association ("TCB") is the sub-investment adviser
to the Cash Management Fund and the Tax Free Money Market Fund under 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 Cash Management Fund and the Tax Free Money Market Fund on a day-to-day
basis. For these services,

31
<PAGE>

TCB is entitled to receive a fee, payable by Chase from its advisory fee, at an
annual rate equal to 0.03% of each such Fund's average daily net assets. TCB is
located at 600 Travis, Houston, Texas 77002.

HOW TO BUY, SELL AND
EXCHANGE SHARES

HOW TO BUY SHARES
You can open a Fund account with as little as $2,500 for regular accounts,
$1,000 for traditional and Roth IRAs, SEP-IRAs and the Systematic Investment
Plan, or $500 for Education IRAs. Additional investments may be made at any
time with as little as $100. You can buy Fund shares three ways--through an
investment representative or shareholder servicing agent, through the Funds'
distributor by calling the Chase Vista Service Center, or through the
Systematic Investment Plan.

All purchases made by check should be in U.S. dollars and made payable to the
Chase Vista Funds. Third party checks, credit cards and cash will not be
accepted. When purchases are made by check, redemptions will not be allowed
until the purchase check clears, which may take 15 calendar days or longer. In
addition, the redemption of shares purchased through Automated Clearing House
(ACH) will not be allowed until your payment clears, 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 a Fund. For purchases by wire, if
federal funds are not received by the Chase Vista Service Center by 4:00
Eastern time on the day of the purchase order, the order will be canceled.

Federal regulations require that each investor provide a certified Taxpayer
Identification Number upon opening an account.

BUYING SHARES THROUGH THE FUNDS' DISTRIBUTOR. Complete and return the enclosed
application and your check in the amount you wish to invest to the Chase Vista
Service Center.

BUYING SHARES THROUGH THE SYSTEMATIC INVESTMENT PLAN.
You can make regular investments of $100 or more per transaction through
automatic periodic deduction from your bank savings or checking account.
Shareholders electing to start this Systematic Investment Plan when opening an
account should complete Section 8 of the account application. Current
shareholders may begin the Plan at any time by sending a signed letter and a
deposit slip or voided check to the Chase Vista Service Center. Call the Chase
Vista Service Center at 1-800-34-VISTA for complete instructions.

BUYING SHARES THROUGH AN INVESTMENT REPRESENTATIVE OR SHAREHOLDER SERVICING
AGENT. Vista Shares of the Funds may be purchased through a shareholder
servicing agent (i.e., a financial institution, such as a bank, trust company
or savings and loan association that has entered into a shareholder servicing
agreement with the Funds) or by customers of brokers or certain financial
institutions which have entered into Selected Dealer Agreements with the Funds'
distributor. An investor may purchase Vista Shares by authorizing his
shareholder servicing agent or

32
<PAGE>

investment representative to purchase shares on his behalf through the Funds'
distributor. Shareholder servicing agents may offer additional services to
their customers, including customized procedures for the purchase and
redemption of Vista Shares, such as pre-authorized or systematic purchase and
withdrawal programs and "sweep" checking programs. For further information, see
"Other Information Concerning the Funds" in this prospectus and the SAI.

Shares are purchased without a sales load at the net asset value next
determined after the Chase Vista Service Center 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, the Chase Vista Service Center or your investment
representative or shareholder servicing agent must generally receive your order
in proper form prior to a Fund's Cut-off Time. The Funds' Cut-off Times
(Eastern time) are as follows:

<TABLE>
<S> <C>
100% U.S. Treasury Securities
Money Market Fund ............. Noon
Tax Free Funds .................... Noon
Federal Money Market Fund ......... 2:00 p.m.
U.S. Government Money Market
Fund .......................... 4:00 p.m.
Cash Management Fund .............. 4:00 p.m.
Prime Money Market Fund ........... 4:00 p.m.
Treasury Plus Money Market Fund 4:00 p.m.
</TABLE>

Each 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 Times 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 any Fund Business Day will
not be accepted and executed on the same day except at the Funds' 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 are in proper form only after funds are
converted to federal funds. Orders paid by check and received before a Fund's
Cut-off Time will generally be available for the purchase of shares the
following Fund Business Day. The Funds reserve the right to reject any purchase
order.

HOW TO SELL SHARES
You can sell your Fund shares on any Fund Business Day either directly or
through your investment representative or shareholder servicing agent. A Fund
will only forward redemption payments on shares for which it has collected
payment of the purchase price.

SELLING SHARES DIRECTLY TO A FUND. Send a signed letter of instruction to the
Chase Vista Service Center. The price you receive is the next net asset value
calculated after the Fund receives your request in proper form.

33
<PAGE>

SIGNATURE GUARANTEES. If you want your redemption proceeds sent to an address
other than your address as it appears on Vista's records, a signature guarantee
is required. A Fund may require additional documentation for the sale of shares
by a corporation, partnership, agent or fiduciary, or a surviving joint owner.
Contact the Chase Vista Service Center for details.

DELIVERY OF PROCEEDS. A Fund generally sends you payment for your shares the
Fund Business Day after your request is received in proper form, provided your
request is received by the Chase Vista Service Center prior to the Fund's
Cut-off Time, and assuming the Fund has collected payment of the purchase price
of your shares. Under unusual circumstances, the Funds may suspend redemptions,
or postpone payment for more than seven business days, as permitted by federal
securities laws.

TELEPHONE REDEMPTIONS.
You may use Chase Vista's Telephone Redemption Privilege to redeem shares from
your account unless you have notified the Chase Vista Service Center of an
address change within the preceding 30 days. Telephone redemption requests in
excess of $25,000 will only be made by wire to a bank account on record with
the Funds. There is a $10.00 charge for each wire transaction. Unless an
investor indicates otherwise on the account application, the Funds will be
authorized to act upon redemption and transfer instructions received by
telephone from a shareholder, or any person claiming to act as his or her
representative, who can provide the Funds with his or her account registration
and address as it appears on the Funds' records.

The Chase Vista Service Center will employ these and other reasonable
procedures to confirm that instructions communicated by telephone are genuine;
if it fails to employ reasonable procedures, a Fund may be liable for any
losses due to unauthorized or fraudulent instructions. An investor agrees,
however, that to the extent permitted by applicable law, neither a Fund nor its
agents 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 the Chase Vista Service Center.

During periods of unusual market changes and shareholder activity, you may
experience delays in contacting the Chase Vista Service Center by telephone. In
this event, you may wish to submit a written redemption request, or contact
your investment representative or shareholder servicing agent. The Telephone
Redemption Privilege may be modified or terminated without notice.

SYSTEMATIC WITHDRAWAL PLAN. You can make regular withdrawals of $50 or more
monthly, quarterly or semiannually. A minimum account balance of $5,000 is
required to establish a Systematic Withdrawal Plan. Call the Chase Vista
Service Center at 1-800-34-VISTA for complete instructions.

34
<PAGE>

SELLING SHARES THROUGH YOUR INVESTMENT REPRESENTATIVE OR YOUR SHAREHOLDER
SERVICING AGENT. Your investment representative or your shareholder servicing
agent must receive your request before the Cut-off Time for your Fund to
receive that day's net asset value. Your representative will be responsible for
furnishing all necessary documentation to the Chase Vista Service Center, and
may charge you for its services.

INVOLUNTARY REDEMPTION OF ACCOUNTS. Each Fund may involuntary redeem your
shares if the aggregate net asset value of the shares in your account is less
than $500 due to redemptions or if you purchase through the Systematic
Investment Plan and fail to meet that Fund's investment minimum within a twelve
month period. In the event of any such redemption, you will receive at least 60
days' notice prior to the redemption.

HOW TO EXCHANGE YOUR SHARES
You can exchange your shares for Vista Shares of certain other Chase Vista
money market funds at net asset value and for certain classes of shares of the
Chase Vista non-money market funds at net asset value plus any applicable sales
charge, subject to any minimum investment requirement. Not all Chase Vista
funds offer all classes of shares. The prospectus of the other Chase Vista fund
into which shares are being exchanged should be read carefully and retained for
future reference.

EXCHANGING BY PHONE. A Telephone Exchange Privilege is currently available.
Call the Chase Vista Service Center for procedures for telephone transactions.
Ask your investment representative or the Chase Vista Service Center for
prospectuses of other Chase Vista funds. Please read the prospectus carefully
before investing and keep it for future reference. Shares of certain Chase
Vista funds are not available to residents of all states.

EXCHANGE PARAMETERS. The exchange privilege is not intended as a vehicle for
short-term trading. Excessive exchange activity may interfere with portfolio
management and have an adverse effect on all shareholders. In order to limit
excessive exchange activity and in other circumstances where Chase Vista
management or the Trustees believe doing so would be in the best interests of
the Funds, the Funds reserve the right to revise or terminate the exchange
privilege, limit the amount or number of exchanges or reject any exchange. In
addition, any shareholder who makes more than ten exchanges of shares involving
a Fund in a year or three in a calendar quarter will be charged a $5.00
administration fee for each such exchange. Shareholders would be notified of
any such action to the extent required by law. Consult the Chase Vista Service
Center before requesting an exchange. See the SAI to find out more about the
exchange privilege.

HOW THE FUNDS
VALUE THEIR SHARES

The net asset value of each class of shares of each Fund is currently
determined daily as of 4:00 p.m., Eastern time on each Fund Business

35
<PAGE>

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 Funds
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 each 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 a Fund would receive if
the instrument were sold. It is anticipated that the net asset value of each
share of each Fund will remain constant at $1.00 and the Funds 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 each Fund at intervals
it deems appropriate to determine whether that 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 each class of shares of each 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 a
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 Funds do not expect to realize net long-term
capital gains.

Net investment income for each 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.

Each 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
shareholders. Each Fund intends to distribute substantially all of its ordinary

36
<PAGE>

income and capital gain net income on a current basis. If a 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.

TAXATION OF DISTRIBUTIONS
All Fund distributions of net investment income will be taxable as ordinary
income. Distributions by the Tax Free Funds of their tax-exempt interest income
will not be subject to federal income tax. Such distributions will generally be
subject to state and local taxes, but may be exempt if paid out of interest on
municipal obligations of the state or locality in which you reside. Any
distributions of net capital gain which are designated as "capital gain
dividends" will be taxable as long-term capital gain, regardless of how long
you have held your shares. The taxation of your distributions is the same
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 Funds will notify you of the amount and tax
status of distributions paid to you for the preceding year.

The above is only a summary of certain federal income tax consequences of
investing in the Funds. You should consult your tax adviser to determine the
precise effect of an investment in the Funds 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 FUNDS

DISTRIBUTION PLANS
The Funds' distributor is Vista Fund Distributors, Inc. ("VFD"). VFD is a
subsidiary of The BISYS Group, Inc. and is unaffiliated with Chase. Each Fund
other than the Cash Management Fund has adopted a Rule 12b-1 distribution plan
which provides for the payment of distribution fees at annual rates of up to
0.10% of the average daily net assets attributable to its Vista Shares. There
is no distribution plan for the Cash Management Fund. 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. Promotional activities for the sale of Vista Shares
will be conducted generally by the Chase Vista Funds, and activities intended
to promote a Fund's Vista Shares may also benefit the Fund's other shares and
other Chase Vista funds.

VFD may provide promotional incentives to broker-dealers that meet specified
sales targets for one or more Chase Vista Funds. These incentives may include
gifts of up to $100 per person annually; an occasional meal, ticket to a
sporting event or theater for entertainment for broker-dealers and their
guests; and payment for reimbursement for

37
<PAGE>

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 Trust 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. These services include one or more of the following: 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 each
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 each 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
Chase Vista Funds with balances held in Chase bank accounts for purposes of
determining eligibility for certain bank privileges that are based on specified
minimum balance requirements, such as reduced or no fees for certain banking
services or preferred rates on loans and deposits. Chase and certain broker-
dealers and other shareholder servicing agents may, at their own expense,
provide gifts, such as computer software packages, guides and books related to
investment or additional Fund shares valued up to $250 to their customers that
invest in the Chase Vista Funds.

Chase and/or VFD may from time to time, at their own expense out of
compensation retained by them from the Fund or other sources available to them,
make additional payments to certain selected dealers or other shareholder
servicing

38
<PAGE>

agents for performing administrative services for their customers. These
services include maintaining account records, processing orders to purchase,
redeem and exchange Fund shares and responding to certain customer inquiries.
The amount of such compensation may be up to an additional 0.10% annually of
the average net assets of the Fund attributable to shares of the Fund held by
customers of such shareholder servicing agents. Such compensation does not
represent an additional expense to the Fund or its shareholders, since it will
be paid by Chase and/or VFD.

Chase and its affiliates and the Chase Vista Funds, affiliates, agents and
subagents may exchange among themselves and others certain information about
shareholders and their accounts, including information used to offer investment
products and insurance products to them, unless otherwise contractually
prohibited.

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

VFD provides certain sub-administrative services to each Fund pursuant to a
distribution and sub-administration agreement and is entitled to receive a fee
for these services from each 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
One Chase Manhattan Plaza, Third Floor, New York, New York 10081.

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

EXPENSES
Each 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 Funds' custodian
for all services to the Funds, including safekeeping of funds and securities
and maintaining required books and accounts; expenses of preparing and mailing
reports to investors and to government offices and commissions; expenses of
meetings of investors; fees and expenses of independent accountants, of legal
counsel and of any transfer agent, registrar or dividend disbursing agent of
the Trust; insurance premiums; and expenses of calculating the net asset value
of, and the net income on, shares of the Funds. Shareholder servicing and
distribution fees are allocated to

39
<PAGE>

specific classes of the Funds. In addition, the Funds may allocate transfer
agency and certain other expenses by class. Service providers to a 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
Each 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 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.

Each Fund may issue multiple classes of shares. This Prospectus relates only to
Vista Shares of the Funds. Certain Funds offer other classes of shares in
addition to these classes and may determine not to offer certain classes of
shares. The categories of investors that are eligible to purchase shares and
minimum investment requirements may differ for each class of a Fund's 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 1-800-34-VISTA to obtain
additional information about other classes of shares of the Funds that are
offered. Any person entitled to receive compensation for selling or servicing
shares of a 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,

40
<PAGE>

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.

PERFORMANCE INFORMATION

Each 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.

The Tax Free Funds may also quote a "tax equivalent yield", the yield that a
taxable money market fund would have to generate in order to produce an
after-tax yield equivalent to a Tax Free Fund's yield. The tax equivalent yield
of a Tax Free Fund can then be compared to the yield of a taxable money market
fund. Tax equivalent yields can be quoted on either a "yield" or "effective
yield" basis.

Investment performance may from time to time be included in advertisements
about the Funds. 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 each Fund's portfolio, each Fund's
operating expenses and which class of shares you purchase. Investment
performance also reflects the risks associated with each Fund's investment
objective and policies. These factors should be considered when comparing each
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. Each Fund's performance may be compared to other mutual funds, relevant
indices and rankings prepared by independent services. See the SAI.

41
<PAGE>

MAKE THE MOST OF YOUR CHASE VISTA PRIVILEGES

The following services are available to you as a Chase Vista mutual fund
shareholder.

o SYSTEMATIC INVESTMENT PLAN--Invest as much as you wish ($100 or more) in the
first or third week of any month. The amount will be automatically
transferred from your checking or savings account.

o SYSTEMATIC WITHDRAWAL PLAN--Make regular withdrawals of $50 or more ($100 or
more for Class B and Class C accounts) monthly, quarterly or semiannually.
A minimum account balance of $5,000 is required to establish a systematic
withdrawal plan for Class A accounts.

o SYSTEMATIC EXCHANGE--Transfer assets automatically from one Chase Vista
account to another on a regular, prearranged basis. There is no additional
charge for this service.

o FREE EXCHANGE PRIVILEGE--Exchange money between Chase Vista funds in the same
class of shares without charge. The exchange privilege allows you to adjust
your investments as your objectives change.
Investors may not maintain, within the same fund, simultaneous plans for
systematic investment or exchange and systematic withdrawal or exchange.

o REINSTATEMENT PRIVILEGE--Class A shareholders have a one time privilege of
reinstating their investment in the Fund at net asset value next determined
subject to written request within 90 calendar days of the redemption,
accompanied by payment for the shares (not in excess of the redemption).

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

For more information about any of these services and privileges, call your
shareholder servicing agent, investment representative or the Chase Vista
Service Center at 1-800-34-VISTA. These privileges are subject to change or
termination.

42
<PAGE>

Chase Vista Mutual Funds & Retirement Products
CHASE VISTA INTERNATIONAL EQUITY FUNDS
Latin American Equity Fund
Southeast Asian Fund
Japan Fund
European Fund
International Equity Fund

CHASE VISTA U.S. EQUITY FUNDS
Small Cap Opportunities Fund
Small Cap Equity Fund (closed to new investors)
The Growth Fund of Washington
Capital Growth Fund
Growth and Income Fund
Large Cap Equity Fund
Equity Income Fund
Balanced Fund

CHASE VISTA FIXED INCOME FUNDS
Bond Fund
U.S. Government Securities Fund
U.S. Treasury Income Fund
Short-Term Bond Fund

CHASE VISTA TAX-FREE FUNDS1
New York Tax Free Income Fund
California Intermediate Tax Free Fund
Tax Free Income Fund

CHASE VISTA TAX-FREE MONEY MARKET FUNDS1,2
New York Tax Free Money Market Fund
Connecticut Daily Tax Free Income Fund Select Shares3
New Jersey Daily Municipal Income Fund Select Shares3
Tax Free Money Market Fund
California Tax Free Money Market Fund

CHASE VISTA TAXABLE MONEY MARKET FUNDS2

Cash Management Money Market Fund
Prime Money Market Fund
Federal Money Market Fund

100% U.S. Treasury Securities Money Market Fund
U.S. Government Money Market Fund
Treasury Plus Money Market Fund

CHASE VISTA RETIREMENT PRODUCTS
Vista Capital Advantage Variable Annuity4
Vista 401(k) Advantage

For complete information on the Chase Vista Mutual Funds or Retirement
Products, including information about fees and expenses, call your investment
professional or 1-800-34-VISTA for a prospectus. Please read it carefully
before you invest or send money.

(1)Some income may be subject to certain state and local taxes. A portion of the
income may be subject to the federal alternative minimum tax for some
investors.

(2)An investment in a Money Market Fund is neither insured nor guaranteed by the
U.S. Government. Yields will fluctuate, and there can be no assurance that the
Fund will be able to maintain a stable net asset value of $1.00 per share.

(3)Vista Select Shares of these funds are not a part of, or affiliated with, the
Chase Vista Mutual Funds. Reich & Tang Distributors L.P. and New England
Investment Companies L.P., which are unaffiliated with Chase, are the funds'
distributor and investment adviser, respectively.

(4)The variable annuity contract is issued by First SunAmerica Life Insurance
Company in New York; in other states, but not necessarily all states, it is
issued by Anchor National Life Insurance Company.

43
<PAGE>

Supplement dated October 1, 1998 to the Statement of Additional Information
dated December 27, 1997, as revised April 10, 1998

In the section entitled "Financial Statements," the following sentence is
inserted in lieu of the sentence contained therein:

The 1997 Annual Report to Shareholders of each Fund including the reports
of independent accountants, financial highlights and financial statements
for the fiscal year ended August 31, 1997 contained therein and the
Semi-Annual Report to Shareholders of each Fund including the financial
highlights and financial statements for the six months ended February 28,
1998 contained therein, are incorporated herein by reference.

<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,
1997 are incorporated by reference into Part B as part
of the 1997 Annual Reports to Shareholders for such
Funds as filed with the Securities and Exchange
Commission by the Registrant on Form N-30D on November
4, 1997 accession number 0000950123-97-009105.

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. 11 to the Registration
Statement on Form N-1A of the Registrant as filed with the Securities and
Exchange Commission on December 27, 1998.

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 July 31, 1998
--------------- ------------------
None

Vista Premier Institutional Class A Class B Class C
Shares Shares Shares Shares Shares Shares
------ ------ ----------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Vista(SM) Treasury Plus
Money Market Fund 3,691 139 369 N/A N/A N/A

Vista(SM) Federal Money
Market Fund 8,890 223 38 N/A N/A N/A

Vista(SM) U.S. Government
Money Market Fund 10,889 561 342 N/A N/A N/A

Vista(SM) Cash Management
Fund 23,197 369 154 N/A N/A N/A

Vista(SM) Prime Money
Market Fund N/A 283 377 N/A 658 139

Vista(SM) Tax Free Money
Market Fund 2,265 153 62 N/A N/A N/A

Vista(SM) California Tax Free
Money Market Fund 369 N/A N/A N/A N/A N/A

Vista(SM) New York Tax Free
Money Market Fund 6,878 N/A N/A N/A N/A N/A

Vista(SM) 100% U.S. Treasury
Securities Money Market Fund 1,352 40 278 N/A N/A N/A
</TABLE>
C-2

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

Vista(SM) Tax Free Income
Fund N/A N/A N/A 2,149 481 N/A

Vista(SM) New York Tax Free
Income Fund N/A N/A N/A 2,356 511 N/A

Vista(SM) California Intermediate
Tax Free Income Fund N/A N/A N/A 521 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(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.

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.

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>

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. One Chase Manhattan Plaza,
Third Floor
New York, NY 10081

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 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 16th
day of September, 1998.

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 September 16, 1998
- ------------------------------- and Trustee
Fergus Reid, III

* Trustee September 16, 1998
- -------------------------------
William J. Armstrong

* Trustee September 16, 1998
- -------------------------------
John R.H. Blum

* Trustee September 16, 1998
- -------------------------------
Joseph J. Harkins

*
- ------------------------------- Trustee September 16, 1998
Richard E. Ten Haken

* Trustee September 16, 1998
- -------------------------------
Stuart W. Cragin, Jr.

* Trustee September 16, 1998
- -------------------------------
Irving L. Thode

/s/ H. Richard Vartabedian President September 16, 1998
- ------------------------------- and Trustee
H. Richard Vartabedian

* Trustee September 16, 1998
- -------------------------------
W. Perry Neff

* Trustee September 16, 1998
- -------------------------------
Roland R. Eppley, Jr.

* Trustee September 16, 1998
- -------------------------------
W.D. MacCallan

Trustee September 16, 1998
- -------------------------------
Sarah E. Jones

Trustee September 16, 1998
- -------------------------------
Leonard M. Spalding

/s/ Martin Dean Treasurer and September 16, 1998
- ------------------------------- Principal
Martin Dean Accounting
Officer

/s/ H. Richard Vartabedian Attorney in Fact September 16, 1998
- -------------------------------
H. Richard Vartabedian