MUTUAL FUND TRUST
485APOS, 1998-10-30
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As filed via EDGAR with the Securities and Exchange Commission 
on October 30, 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. 14                      |X|
    


                                       and

         REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940




   
                       Post-Effective Amendment No. 14                      |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   | | on (          ) pursuant to
         paragraph (b)                             paragraph (b)
     |X| 60 days after filing pursuant to      |_| on December 28, 1997 pursuant
         paragraph (a)(1)                          to paragraph (a)(1)
     |_| 75 days after filing pursuant to      |_| on (           ) pursuant to
         paragraph (a)(2)                          paragraph (a)(2) rule 485.
    

If appropriate, check the following box:

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

                               ------------------
The Registrant has registered an indefinite number or amount of its shares of
common stock for each of its three series of shares under the Securities Act of
1933 pursuant to Rule 24f-2 under the Investment Company Act of 1940 on July 18,
1994 and the Rule 24f-2 Notice for the Registrant's fiscal year ended August 31,
1996 was filed on October 23, 1996.


<PAGE>

                                MUTUAL FUND TRUST
                       Registration Statement on Form N-1A

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


                     VISTA(SM) 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
               VISTA (SM) (SM) U.S. GOVERNMENT MONEY MARKET FUND
        VISTA (SM) (SM) 100% U.S. TREASURY SECURITIES MONEY MARKET FUND
                      VISTA (SM) (SM) CASH MANAGEMENT FUND
                   VISTA (SM) (SM) FEDERAL MONEY MARKET FUND
                VISTA (SM) (SM) TREASURY PLUS MONEY MARKET FUND
                   VISTA (SM) (SM) TAX FREE MONEY MARKET FUND
              VISTA (SM) (SM) NEW YORK TAX FREE MONEY MARKET FUND
             VISTA (SM) (SM) CALIFORNIA TAX FREE MONEY MARKET FUND


<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                                                      *

               (c)                  Performance Information                                             *

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

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

               5(a)                 Management                                                          *

               (b)                  Management                                                          *

               (c)                  Management                                                          *

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

               (e)                  Back Covers                                                         *

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

            5A.(a-b)                Not Applicable                                                      *

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

               (b)                  Not Applicable                                                      *

               (c)                  Not Applicable                                                      *
</TABLE>



                                       -i-

<PAGE>

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

               (d)                  Not Applicable                                                      *

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

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

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

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

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

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

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

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

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

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

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

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

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

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

              9                     Not Applicable                                                      *
</TABLE>



                                      -ii-

<PAGE>


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

10                       *                                           Front Cover Page

11                       *                                           Front Cover Page

12                       *                                           Not Applicable

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

14                       *                                           Management of the Trust and Funds

15(a)                    *                                           Not Applicable

  (b)                    *                                           Principal Holders

  (c)                    *                                           Principal Holders

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


                                     -iii-

<PAGE>


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

  (b)               Management                                       Management of the Trust and Funds

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

  (d)               Management                                       Management of the Trust and Funds

  (e)                    *                                           Not Applicable

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

  (g)                    *                                           Not Applicable

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


  (i)                    *                                           Not Applicable

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

18                  Other Information Concerning the Fund(s)         General Information

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

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


</TABLE>


                                      -iv-

<PAGE>

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

  (c)                    *                                           Purchases, Redemptions
                                                                     and Exchanges

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

21(a)                    *                                           Management of the Trust and Funds

  (b)                    *                                           Management of the Trust and Funds

  (c)                    *                                           Not Applicable

22                       *                                           Performance Information

23                       *                                           Not Applicable
</TABLE>

Part C

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


                                      -v-
<PAGE>



                                EXPLANATORY NOTE

         The Prospectus for Vista Class shares of the Vista 100% U.S. Treasury
Securities Money Market Fund, Vista Federal Money Market Fund, Vista Treasury
Plus Money Market Fund, Vista U.S. Government Money Market Fund, Vista Cash
Management Fund, Vista Tax Free Money Market Fund, Vista New York Tax Free Money
Market Fund and Vista California Tax Free Money Market Fund; the Prospectus for
Premier Class shares of the Vista 100% U.S. Treasury Securities Money Market
Fund, Vista Federal Money Market Fund, Vista Treasury Plus Money Market Fund,
Vista U.S. Government Money Market Fund, Vista Cash Management Fund, Vista Prime
Money Market Fund and Vista Tax Free Money Market Fund; the Prospectus for
Institutional Class shares of the Vista 100% U.S. Treasury Securities Money
Market Fund, Vista Federal Money Market Fund, Vista Treasury Plus Money Market
Fund, Vista U.S. Government Money Market Fund, Vista Cash Management Fund, Vista
Prime Money Market Fund and Vista Tax Free Money Market Fund; the Prospectuses
for Class A and Class B shares of the Vista Tax Free Income Fund and Vista New
York Tax Free Income Fund, the Prospectus for shares of the Vista California
Intermediate Tax Free Income Fund, the Prospectus for Vista Class shares of the
Vista U.S. Government Money Market Fund, the Prospectus for Vista Class shares
of the Vista Federal Money Market Fund and Vista Cash Management Fund and the
Prospectus for Class A shares of the Vista Tax Free Income Fund, each dated
December 27, 1996, are incorporated by reference to the Registrant's filing of
definitive copies under rule 497(j) of the Securities Act of 1933, as amended
(the "Securities Act") on December 31, 1996.

         The Prospectus Supplement for Class A and Class B shares of the Vista
Tax Free Income Fund and Vista New York Tax Free Income Fund and shares of the
Vista California Intermediate Tax Free Income Fund is incorporated by reference
to the Registrant's filing of a definitive copy under Rule 497(e) of the
Securities Act on October 8, 1997.

         The Statement of Additional Information for the Vista 100% U.S.
Treasury Securities Money Market Fund, Vista Federal Money Market Fund,
Vista Treasury Plus Money Market Fund, Vista U.S. Government Money Market Fund,
Vista Cash Management Fund, Vista Tax Free Money Market Fund, Vista New York Tax
Free Money Market Fund, Vista California Tax Free Money Market Fund, Vista Prime
Money Market Fund, Vista Tax Free Income Fund, Vista New York Tax Free Income
Fund and Vista California Intermediate Tax Free Income Fund, dated December 27,
1996 (the "SAI") is incorporated by reference to the Registrant's filing of a
definitive copy under Rule 497(j) of the Securities Act on December 31, 1996.

         The Statement of Additional Supplement to the SAI, dated July 18, 1997,
is incorporated by reference to the Registrant's filing of a definitive copy
under Rule 497(e) of the Securities Act on July 18, 1997. 

         The Prospectus for Vista Shares of Vista Cash Management Fund is 
incorporated by reference to the Registrant's filing of a definitive copy 
under Rule 497(j) on October 27, 1997.


                                       42
<PAGE>



Chase Vista Funds
Money Market prospectus



[Front cover page]

Chase Vista Funds

Prospectus
December 29, 1998

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

Vista Class Shares

Class B and Class C Shares (Prime Money Market Fund only)

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of shares of any of the Funds as an
investment or determined if this prospectus is accurate or complete. It is a
crime to indicate otherwise.


                                       1
<PAGE>



Contents

Information about the Funds                 x
    100% U.S. Treasury Securities
             Money Market Fund              x
    Treasury Plus Money Market Fund         x
    Federal Money Market Fund               x
    U.S. Government Money Market Fund       x
    Cash Management Fund                    X
    Prime Money Market Fund                 x
    Tax Free Money Market Fund              x
    New York Tax Free Money Market Fund     x
    California Tax Free Money Market Fund   x

How to invest in the Funds                  x
     How sales charges work                 X
     Buying and selling shares              X
         How to buy shares                  X
         How to sell shares                 X
     Dividends, distributions and taxes     x
                                        
Shareholder services                        x

How to reach us                             x

Financial highlights of the Funds           x

                                       2
<PAGE>

Information about the Funds

100% U.S. Treasury Securities Money Market Fund

The Fund's objective

The Fund aims to provide the highest possible level of current income while
still maintaining liquidity and providing maximum safety.

The Fund's approach

The Fund invests in direct debt securities of the U.S. Treasury, including
Treasury bills, bonds and notes. These investments carry different interest
rates, maturities and issue dates.

The Fund does not buy securities issued or guaranteed by agencies of the U.S.
government and it does not enter into repurchase agreements. The dollar weighted
average maturity of the Fund will be 90 days or less and the Fund will buy only
those investments which have remaining maturities of 397 days or less.

The Fund invests only in securities issued and payable in U.S. dollars. Each
investment must have the highest possible short-term rating from at least two
national rating organizations, or one such rating if only one organization rates
that security. Alternatively, the security may have a guarantee that has such a
rating. If the security is not rated, it must be considered of comparable
quality as determined by the Fund's advisers.

The Fund seeks to develop an appropriate portfolio by considering the
differences in yields among securities of different maturities and market
sectors.

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


Instead of investing directly in underlying securities, the Fund may invest all
of its assets in another investment company having substantially the same
investment objectives and policies.

The Fund may change any of its investment policies (except its investment
objective) without shareholder approval.

The main investment risks

The Fund attempts to keep its net asset value constant, but there's no guarantee
it will be able to do so.

The value of money market investments tends to fall when prevailing interest
rates rise, although they're generally less sensitive to interest rate changes
than longer-term securities.

                                       3
<PAGE>

Although the Fund seeks to be fully invested, it may at times hold some of its
assets in cash. This would hurt the Fund's performance.

[Sidenote:] An investment in the Fund isn't a bank deposit and it isn't insured
or guaranteed by the Federal Deposit Insurance Corporation , The Chase Manhattan
Bank, or any other government agency. Although the 100% U.S. Treasury Securities
Money Market Fund seeks to preserve the value of your investment at $1.00 per
share, it is possible to lose money by investing in the Fund.

[Sidenote:] Securities in the Fund's portfolio may not earn as high a current
income as longer term or lower-quality securities.

The Fund's past performance

This section shows the Fund's performance record. The bar chart shows how the
performance of the Fund has varied from year to year since the predecessor of
the Fund was launched in 1991. This provides some indication of the risks of
investing in the Fund.

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

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

Year-by-year returns

[bar chart goes here]

Footnote: On May 3, 1996, the Hanover 100% Treasury Securities Money Market Fund
merged into the 100% U.S. Treasury Securities Money Market Fund. The Fund's
performance figures for the period before that date are for the Hanover fund.


Best quarter:                       _____%, xth quarter, 19__
Worst quarter:                      _____%, xth quarter, 19__

Average annual total returns 
For the periods ending December 31, 1997:

                  Past 1 year         Past 5 years        Since inception 7/1/91
Vista shares      _____%              _____%              _____%

                                       4


<PAGE>

Fees and expenses

You don't have to pay any sales charge when you buy or sell Vista shares of the
Fund.

The Fund has a number of operating expenses that it pays out of its assets. You
don't pay any of these directly, but they have the effect of reducing the Fund's
overall returns. The table is based on expenses for the most recent fiscal year.

<TABLE>
<CAPTION>
                                                                                               Total Fund
Class of shares             Investment        Distribution       Shareholder      Other        fees and  
                            advisory fee      (12b-1) fees       service fee      expenses     expenses  
<S>                         <C>               <C>                <C>              <C>          <C>  
Vista shares                0.10%             0.10%              0.35%            0.16%        0.71%
</TABLE>

[Sidenote]

The actual 12b-1 fee is expected to be 0.07%, shareholder service fee currently
is expected to be 0.30%, other expenses are expected to be 0.12% and the total
fees and expenses are expected not to exceed 0.59%. That's because The Chase
Manhattan Bank (Chase) and some of the Fund's other service providers have
volunteered not to collect a portion of their fees and to reimburse others.
Chase and these other service providers may terminate this arrangement at any
time.


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


Example

This example helps you compare the cost of investing in the Fund with the cost
of investing in other mutual funds. As with all other prospectuses, the example
assumes:

o  you invest $10,000
 
o  you sell all your shares at the end of the period

o  your investment has a 5% return each year, and

o  the Fund's operating expenses remain the same as shown above.

                                       5
<PAGE>

Your costs would be:

<TABLE>
<CAPTION>
Number of years:                          1           3           5          10
<S>                                      <C>        <C>         <C>         <C> 
Costs:                                   $73        $277        $395        $883
</TABLE>

This example is for comparison only. Your actual costs may be higher or lower,
depending on the amount you invest and the Fund's actual rate of return.

                                       6
<PAGE>

Treasury Plus Money Market Fund

The Fund's objective

The Fund aims to provide the highest possible level of current income while
still maintaining liquidity and preserving capital.

The Fund's approach

The Fund invests in direct debt securities of the U.S. Treasury, including
Treasury bills, bonds and notes. These investments carry different interest
rates, maturities and issue dates.

The Fund also seeks to enhance its performance by investing in repurchase
agreements, using debt securities issued or guaranteed by the U.S. Treasury as
collateral.

The dollar weighted average maturity of the Fund will be 60 days or less and the
Fund will buy only those instruments which have remaining maturities of 397 days
or less.

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

The Fund may invest significantly in securities with floating or variable rates
of interest. Their yields will vary as interest rates change.

The Fund invests only in securities issued and payable in U.S. dollars. Each
investment must have the highest possible short-term rating from at least two
national rating organizations, or one such rating if only one organization rates
that security. Alternatively, the security may have a guarantee that has such a
rating. If the security is not rated, it must be considered of comparable
quality as determined by the Fund's advisers.

The Fund seeks to develop an appropriate portfolio by considering the
differences in yields among securities of different maturities, market sectors
and issuers.


Instead of investing directly in underlying securities, the Fund may invest all
of its assets in another investment company having substantially the same
investment objectives and policies.

The Fund may change any of its investment policies (except its investment
objective) without shareholder approval.

The main investment risks

The Fund attempts to keep its net asset value constant, but there's no guarantee
it will be able to do so.

The value of money market investments tends to fall when prevailing interest
rates rise, although they're generally less sensitive to interest rate changes
than longer-term securities.


                                       7
<PAGE>

Repurchase agreements involve some risk to the Fund if the other party does not
live up to its obligations under the agreement.

Although the Fund seeks to be fully invested, it may at times hold some of its
assets in cash. This would hurt the Fund's performance.

[Sidenote:] An investment in the Fund isn't a bank deposit and it isn't insured
or guaranteed by the Federal Deposit Insurance Corporation , The Chase Manhattan
Bank, or any other government agency. Although the Treasury plus Money Market
Fund seeks to preserve the value of your investment at $1.00 per share, it is
possible to lose money by investing in the Fund.

[Sidenote:] Securities in the Fund's portfolio may not earn as high a current
income as longer term or lower-quality securities.

The Fund's past performance

This section shows the Fund's performance record. The bar chart shows how the
performance of the Fund has varied from year to year since the Fund was launched
in 1994. This provides some indication of the risks of investing in the Fund.

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

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

Year-by-year returns

[bar chart goes here]

Footnote: The performance for the period before Vista Class shares were launched
in 1996 is based upon performance for Premier Class shares of the Fund. The
actual returns of Vista shares would have been lower than shown because Vista
shares have higher expenses than Premier shares.


Best quarter:                       _____%, xth quarter, 19__
Worst quarter:                      _____%, xth quarter, 19__



                                       8
<PAGE>

Average annual total returns 
For the periods ending December 31, 1997:


<TABLE>
<CAPTION>
                            Past 1 year                Since inception 4/20/94

<S>                         <C>                        <C>   
Vista shares                _____%                     _____%
</TABLE>



Fees and expenses

You don't have to pay any sales charge when you buy or sell Vista shares of the
Fund.

The Fund has a number of operating expenses that it pays out of its assets. You
don't pay any of these directly, but they have the effect of reducing the Fund's
overall returns. The table is based on expenses for the most recent fiscal year.

<TABLE>
<CAPTION>
                                                                                               Total Fund 
Class of shares             Investment        Distribution       Shareholder      Other        fees and   
                            advisory fee      (12b-1) fees       service fee      expenses     expenses   
<S>                         <C>               <C>                <C>              <C>          <C>  
Vista shares                0.10%             0.10%              0.35%            0.14%        0.69%
</TABLE>

[Sidenote]

The actual shareholder service fee currently is expected to be 0.28%, other
expenses are expected to be 0.11% and the total fees and expenses are expected
not to exceed 0.59%. That's because The Chase Manhattan Bank (Chase) and some of
the Fund's other service providers have volunteered not to collect a portion of
their fees and to reimburse others. Chase and these other service providers may
terminate this arrangement at any time.


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



                                       9
<PAGE>

Example

This example helps you compare the cost of investing in the Fund with the cost
of investing in other mutual funds. As with all other prospectuses, the example
assumes:

o  you invest $10,000

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

o  your investment has a 5% return each year, and

o  the Fund's operating expenses remain the same as shown above.

Your costs would be:

<TABLE>
<CAPTION>
Number of years:                     1                   3                   5                   10
<S>                                 <C>                 <C>                 <C>                 <C> 
Costs:                              $70                 $221                $384                $859
</TABLE>

This example is for comparison only. Your actual costs may be higher or lower,
depending on the amount you invest and the Fund's actual rate of return.


                                       10
<PAGE>

Federal Money Market Fund

The Fund's objective

The Fund aims to provide current income while still preserving capital and
maintaining liquidity.

The Fund's approach

The Fund invests primarily in:

o  direct debt securities of the U.S. Treasury, including Treasury bills, bonds
   and notes, and

o  debt securities that certain U.S. government agencies or authorities have
   either issued or guaranteed as to principal and interest.

The Fund does not enter into repurchase agreements. The dollar weighted average
maturity of the Fund will be 90 days or less and the Fund will buy only those
instruments which have remaining maturities of 397 days or less.

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

The Fund may invest significantly in securities with floating or variable rates
of interest. Their yields will vary as interest rates change.

The Fund invests only in securities issued and payable in U.S. dollars. Each
investment must have the highest possible short-term rating from at least two
national rating organizations, or one such rating if only one organization rates
that security. Alternatively, the security may have a guarantee that has such a
rating. If the security is not rated, it must be considered of comparable
quality as determined by the Fund's advisers.

The Fund seeks to develop an appropriate portfolio by considering the
differences in yields among securities of different maturities, market sectors
and issuers.


Instead of investing directly in underlying securities, the Fund may invest all
of its assets in another investment company having substantially the same
investment objectives and policies.

The Fund may change any of its investment policies (except its investment
objective) without shareholder approval.

The main investment risks

The Fund attempts to keep its net asset value constant, but there's no guarantee
it will be able to do so.

The value of money market investments tends to fall when prevailing interest
rates rise, although they're generally less sensitive to interest rate changes
than longer-term securities.


                                       11
<PAGE>

Although the Fund seeks to be fully invested, it may at times hold some of its
assets in cash. This would hurt the Fund's performance.

[Sidenote:] An investment in the Fund isn't a bank deposit and it isn't insured
or guaranteed by the Federal Deposit Insurance Corporation, The Chase Manhattan
Bank, or any other government agency. Although the Federal Money Market Fund
seeks to preserve the value of your investment at $1.00 per share, it is
possible to lose money by investing in the Fund.

[Sidenote:] Securities in the Fund's portfolio may not earn as high a current
income as longer term or lower-quality securities.

The Fund's past performance

This section shows the Fund's performance record. The bar chart shows how the
performance of the Fund has varied from year to year since the Fund was launched
in 1994. This provides some indication of the risks of investing in the Fund.

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

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

Year-by-year returns

[bar chart goes here]


Best quarter:                       _____%, xth quarter, 19__
Worst quarter:                      _____%, xth quarter, 19__



                                       12
<PAGE>

Average annual total returns
For the period ending December 31, 1997:

                            Past 1 year     Since inception 5/9/94


Vista shares                _____%          _____%




Fees and expenses

You don't have to pay any sales charge when you buy or sell Vista shares of the
Fund.

The Fund has a number of operating expenses that it pays out of its assets. You
don't pay any of these directly, but they have the effect of reducing the Fund's
overall returns. The table is based on expenses for the most recent fiscal year.

<TABLE>
<CAPTION>
                                                                                               Total Fund 
Class of shares             Investment        Distribution       Shareholder      Other        fees and   
                            advisory fee      (12b-1) fees       service fee      expenses     expenses   
<S>                         <C>               <C>                <C>              <C>          <C>  
Vista shares                0.10%             0.10%              0.35%            0.24%        0.79%
</TABLE>

[Sidenote]
The actual shareholder service fee is currently expected to be 0.26% and the
total fees and expenses are expected not to exceed 0.70%. That's because The
Chase Manhattan Bank (Chase) and some of the Fund's other service providers have
volunteered not to collect a portion of their fees and to reimburse others.
Chase and these other service providers may terminate this arrangement at any
time.


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



Example

This example helps you compare the cost of investing in the Fund with the cost
of investing in other mutual funds. As with all other prospectuses, the example
assumes:

o  you invest $10,000

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

o  your investment has a 5% return each year, and

o  the Fund's operating expenses remain the same as shown above.


                                       13
<PAGE>

Your costs would be:

<TABLE>
<CAPTION>
Number of years:                     1                   3                   5                   10
<S>                                 <C>                 <C>                 <C>                 <C> 
Costs:                              $81                 $252                $439                $978
</TABLE>

This example is for comparison only. Your actual costs may be higher or lower,
depending on the amount you invest and the Fund's actual rate of return.


                                       14
<PAGE>

U.S. Government Money Market Fund

The Fund's objective

The Fund aims to provide the highest possible level of current income while
still maintaining liquidity and preserving capital.

The Fund's approach

The Fund invests substantially all its assets in:

o  debt securities issued or guaranteed by the U.S. Treasury or agencies or
   authorities of the U.S. Government, and

o  repurchase agreements using these securities as collateral.

The dollar weighted average maturity of the Fund will be 60 days or less and the
Fund will buy only those instruments which have remaining maturities of 397 days
or less.

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

The Fund may invest significantly in securities with floating or variable rates
of interest. Their yields will vary as interest rates change.

The Fund invests only in securities issued and payable in U.S. dollars. Each
investment must have the highest possible short-term rating from at least two
national rating organizations, or one such rating if only one organization rates
that security. Alternatively, the security may have a guarantee that has such a
rating or ratings. If the security is not rated, it must be considered of
comparable quality as determined by the Fund's advisers.

The Fund seeks to develop an appropriate portfolio by considering the
differences in yields among securities of different maturities, market sectors
and issuers.


Instead of investing directly in underlying securities, the Fund may invest all
of its assets in another investment company having substantially the same
investment objectives and policies.

The Fund may change any of its investment policies (except its investment
objective) without shareholder approval.

The main investment risks

The Fund attempts to keep its net asset value constant, but there's no guarantee
it will be able to do so.

The value of money market investments tends to fall when prevailing interest
rates rise, although they're generally less sensitive to interest rate changes
than longer-term securities.


                                       15
<PAGE>

Repurchase agreements involve some risk to the Fund if the other party does not
live up to its obligations under the agreement.

Although the Fund seeks to be fully invested, it may at times hold some of its
assets in cash. This would hurt the Fund's performance.

[Sidenote:] An investment in the Fund isn't a bank deposit and it isn't insured
or guaranteed by the Federal Deposit Insurance Corporation, The Chase Manhattan
Bank, or any other government agency. Although the U.S. Government Money Market
Fund seeks to preserve the value of your investment at $1.00 per share, it is
possible to lose money by investing in the Fund.

[Sidenote:] Securities in the Fund's portfolio may not earn as high a current
income as longer term or lower-quality securities.

The Fund's past performance

This section shows the Fund's performance record. The bar chart shows how the
performance of the Fund has varied from year to year since 1988. This provides
some indication of the risks of investing in the Fund.

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

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

Year-by-year returns

[bar chart goes here]

Footnote: The performance for the period before Vista Class shares were launched
in 1993 is based upon performance for Premier Class shares of the Fund. The
actual returns of Vista shares would have been lower than shown because Vista
shares have higher expenses than Premier shares.


Best quarter:                       _____%, xth quarter, 19__
Worst quarter:                      _____%, xth quarter, 19__



                                       16
<PAGE>

Average annual total returns

For the periods ending December 31, 1997:


<TABLE>
<CAPTION>
                            Past 1 year                Past 5 years                      Past 10 years
<S>                         <C>                        <C>                               <C>   
Vista shares                _____%                     _____%                            _____%
</TABLE>



Fees and expenses

You don't have to pay any sales charge when you buy or sell Vista shares of the
Fund.

The Fund has a number of operating expenses that it pays out of its assets. You
don't pay any of these directly, but they have the effect of reducing the Fund's
overall returns. The table is based on expenses for the most recent fiscal year.

<TABLE>
<CAPTION>
                                                                                               Total Fund 
Class of shares             Investment        Distribution       Shareholder      Other        fees and   
                            advisory fee      (12b-1) fees       service fee      expenses     expenses   
<S>                         <C>               <C>                <C>              <C>          <C>  
Vista shares                0.10%             0.10%              0.35%            0.14%        0.69%
</TABLE>

[Sidenote]

The actual shareholder service fee currently is expected to be 0.25% and the
total fees and expenses are expected not to exceed 0.59%. That's because The
Chase Manhattan Bank (Chase) and some of the Fund's other service providers have
volunteered not to collect a portion of their fees and to reimburse others.
Chase and these other service providers may terminate this arrangement at any
time.


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


Example

This example helps you compare the cost of investing in the Fund with the cost
of investing in other mutual funds. As with all other prospectuses, the example
assumes:

o  you invest $10,000

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

o  your investment has a 5% return each year, and

o  the Fund's operating expenses remain the same as shown above.


                                       17
<PAGE>

Your costs would be:


<TABLE>
<CAPTION>
Number of years:                     1                   3                   5                   10
<S>                                 <C>                 <C>                 <C>                 <C> 
Costs:                              $70                 $221                $384                $859
</TABLE>


This example is for comparison only. Your actual costs may be higher or lower,
depending on the amount you invest and the Fund's actual rate of return.


                                       18
<PAGE>

Cash Management Fund

The Fund's objective

The Fund aims to provide the highest possible level of current income while
still maintaining liquidity and preserving capital.

The Fund's approach

The Fund invests in high quality, short-term money market instruments which are
issued and payable in U.S. dollars.

The Fund principally invests in:

o  high quality commercial paper and other short-term debt securities, including
   floating and variable rate demand notes of U.S. and foreign corporations

o  debt securities issued or guaranteed by qualified banks. These are:

   o  U.S. banks with more than $1 billion in total assets and foreign branches
      of these banks 

   o  foreign banks with the equivalent of more than $10 billion in total assets
      and which have branches or agencies in the U.S.

   o  other U.S. or foreign commercial banks which the Fund's advisers judge to
      have comparable credit standing

o  securities issued or guaranteed by the U.S. Government, its agencies or
   authorities

o  securities backed by assets

o  repurchase agreements

The dollar weighted average maturity of the Fund will be 90 days or less and the
Fund will buy only those instruments which have remaining maturities of 397 days
or less.

The Fund may invest any portion of its assets in debt securities issued or
guaranteed by U.S. banks and their foreign branches. These include certificates
of deposit, time deposits and bankers' acceptances.

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

The Fund invests only in securities issued and payable in U.S. dollars. Each
investment must have the highest possible short-term rating from at least two
national rating organizations, or one such rating if only one organization rates
that security. Alternatively, the security may have a guarantee that has such a
rating. If the security is not rated, it must be considered of comparable
quality as determined by the Fund's advisers.


                                       19
<PAGE>

The Fund seeks to develop an appropriate portfolio by considering the
differences in yields among securities of different maturities, market sectors
and issuers.


Instead of investing directly in underlying securities, the Fund may invest all
of its assets in another investment company having substantially the same
investment objectives and policies.

The Fund may change any of its investment policies (except its investment
objective) without shareholder approval.

The main investment risks

The Fund attempts to keep its net asset value constant, but there's no guarantee
it will be able to do so.

The value of money market investments tends to fall when prevailing interest
rates rise, although they're generally less sensitive to interest rate changes
than longer-term securities.

Repurchase agreements involve some risk to the Fund if the other party does not
live up to its obligations under the agreement.

The Fund's ability to concentrate its investments in the banking industry could
increase risks. The profitability of banks depends largely on the availability
and cost of funds, which can change depending upon economic conditions. Banks
are also exposed to losses if borrowers get into financial trouble and can't
repay their loans.

Investments in foreign banks and other foreign issuers may be riskier than
investments in the United States. That could be, in part, because of difficulty
converting investments into cash, political and economic instability, the
imposition of government controls, or regulations that don't match US standards.

Although the Fund seeks to be fully invested, it may at times hold some of its
assets in cash. This would hurt the Fund's performance.

[Sidenote:] An investment in the Fund isn't a bank deposit and it isn't insured
or guaranteed by the Federal Deposit Insurance Corporation, The Chase Manhattan
Bank, or any other government agency. Although the Cash Management Money Market
Fund seeks to preserve the value of your investment at $1.00 per share, it is
possible to lose money by investing in the Fund.

[Sidenote:] Securities in the Fund's portfolio may not earn as high a current
income as longer term or lower-quality securities.


                                       20
<PAGE>

The Fund's past performance

This section shows the Fund's performance record. The bar chart shows how the
performance of the Fund has varied from year to year since the predecessor of
the Fund was launched in 1989. This provides some indication of the risks of
investing in the Fund.

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

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

Year-by-year returns

[bar chart goes here]

Footnote: On May 3, 1996, the Hanover Cash Management Fund merged into Cash
Management Fund. The Fund's performance figures for the periods before that date
are for the Hanover fund.


Best quarter:                       _____%, xth quarter, 19__
Worst quarter:                      _____%, xth quarter, 19__


Average annual total returns 
For the periods ending December 31, 1997:


<TABLE>
<CAPTION>
                            Past 1 year                Past 5 years          Since inception 1/17/89
<S>                         <C>                        <C>                   <C>   
Vista shares                _____%                     _____%                _____%
</TABLE>




Fees and expenses

You don't have to pay any sales charge when you buy or sell Vista shares of the
Fund.


                                       21
<PAGE>

The Fund has a number of operating expenses that it pays out of its assets. You
don't pay any of these directly, but they have the effect of reducing the Fund's
overall returns. The table is based on expenses for the most recent fiscal year.

<TABLE>
<CAPTION>
                                                                                               Total Fund
Class of shares             Investment        Distribution       Shareholder      Other        fees and  
                            advisory fee      (12b-1) fees       service fee      expenses     expenses  
<S>                         <C>               <C>                <C>              <C>          <C>  
Vista shares                0.10%             none               0.35%            0.16%        0.61%
</TABLE>

[Sidenote]

The actual shareholder service fee currently is expected to be 0.33% and the
total fees and expenses are expected not to exceed 0.59%. That's because The
Chase Manhattan Bank (Chase) and some of the Fund's other service providers have
volunteered not to collect a portion of their fees and to reimburse others.
Chase and these other service providers may terminate this arrangement at any
time.


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


Example

This example helps you compare the cost of investing in the Fund with the cost
of investing in other mutual funds. As with all other prospectuses, the example
assumes:

o  you invest $10,000

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

o  your investment has a 5% return each year, and

o  the Fund's operating expenses remain the same as shown above.

Your costs would be:

<TABLE>
<CAPTION>
Number of years:                     1                   3                   5                   10
<S>                                 <C>                 <C>                 <C>                 <C> 
Costs:                              $62                 $195                $340                $762
</TABLE>

This example is for comparison only. Your actual costs may be higher or lower,
depending on the amount you invest and the Fund's actual rate of return.


                                       22
<PAGE>

Prime Money Market Fund

The Fund's objective

The Fund aims to provide the highest possible level of current income while
still maintaining liquidity and preserving capital.

The Fund's approach

The Fund invests in high quality, short-term money market instruments which are
issued and payable in U.S. dollars.

The Fund principally invests in:

o  high quality commercial paper and other short-term debt securities, including
   floating and variable rate demand notes of U.S. and foreign corporations

o  debt securities issued or guaranteed by qualified banks. These are:

   o  U.S. banks with more than $1 billion in total assets, and foreign branches
      of these banks

   o  foreign banks with the equivalent of more than $10 billion in total assets
      and which have branches or agencies in the U.S.

   o  other U.S. or foreign commercial banks which the Fund's advisers judge to
      have comparable credit standing

o  securities issued or guaranteed by the U.S. Government, its agencies or
   authorities
 
o  securities backed by assets

o  repurchase agreements

The dollar weighted average maturity of the Fund will be 60 days or less and the
Fund will buy only those instruments which have remaining maturities of 397 days
or less.

The Fund may invest any portion of its assets in debt securities issued or
guaranteed by U.S. banks and their foreign branches. These include certificates
of deposit, time deposits and bankers' acceptances.

The Fund invests only in securities issued and payable in U.S. dollars. Each
investment must have the highest possible short-term rating from at least two
national rating organizations, or one such rating if only one organization rates
that security. Alternatively, the security may have a guarantee that has such a
rating. If the security is not rated, it must be considered of comparable
quality as determined by the Fund's advisers.

The Fund seeks to develop an appropriate portfolio by considering the
differences in yields among securities of different maturities, market sectors
and issuers.


                                       23
<PAGE>

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


Instead of investing directly in underlying securities, the Fund may invest all
of its assets in another investment company having substantially the same
investment objectives and policies.

The Fund may change any of its investment policies (except its investment
objective) without shareholder approval.

The main investment risks

The Fund attempts to keep its net asset value constant, but there's no guarantee
it will be able to do so.

The value of money market investments tends to fall when prevailing interest
rates rise, although they're generally less sensitive to interest rate changes
than longer-term securities.

Repurchase agreements involve some risk to the Fund if the other party does not
live up to its obligations under the agreement.

The Fund's ability to concentrate its investments in the banking industry could
increase risks. The profitability of banks depends largely on the availability
and cost of funds, which can change depending upon economic conditions. Banks
are also exposed to losses if borrowers get into financial trouble and can't
repay their loans.

Investments in foreign banks and other foreign issuers may be riskier than
investments in the United States. That could be, in part, because of difficulty
converting investments into cash, political and economic instability, the
imposition of government controls, or regulations that don't match US standards.

Although the Fund seeks to be fully invested, it may at times hold some of its
assets in cash. This would hurt the Fund's performance.

[Sidenote:] An investment in the Fund isn't a bank deposit and it isn't insured
or guaranteed by the Federal Deposit Insurance Corporation, The Chase Manhattan
Bank, or any other government agency. Although the Prime Money Market Fund seeks
to preserve the value of your investment at $1.00 per share, it is possible to
lose money by investing in the Fund.

[Sidenote:] Securities in the Fund's portfolio may not earn as high a current
income as longer term or lower-quality securities.

The Fund's past performance


                                       24
<PAGE>

This section shows the Fund's performance record. The bar chart shows how the
performance of the Fund has varied from year to year since the Fund's launch in
1993. This provides some indication of the risks of investing in the Fund.

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

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

Year-by-year returns

[bar chart goes here]

Footnote: The performance for the period before Class B shares were launched in
1994 is based upon performance for Premier Class shares of the Fund. The actual
returns of Class B shares would have been lower than shown because Class B
shares have higher expenses than Premier shares.


Best quarter:                       _____%, xth quarter, 19__
Worst quarter:                      _____%, xth quarter, 19__


Average annual total returns 
For the periods ending December 31, 1997:


<TABLE>
<CAPTION>
                            Past one year              Since inception 11/15/93
<S>                         <C>                        <C>   
Vista Shares                _____%                     _____%
Class B shares              _____%                     _____%
</TABLE>



Fees and expenses

Unlike the other Funds offered in this prospectus, the Prime Money Market Fund
offers three classes of shares: Vista shares, Class B shares and Class C shares.

You can buy Class B shares by exchanging Class B shares of another Chase Vista
Fund. You may buy Class B shares directly, but only if you establish a
Systematic Exchange 


                                       25
<PAGE>

Program to exchange into Class B shares of one or more Chase Vista Funds within
24 months.

You can buy Class C shares the same way you buy Vista shares. See the section
called Buying Fund shares.

You don't have to pay any sales charge when you buy or sell Vista shares of the
Fund. There is also no sales charge when you buy Class B or Class C shares, but
you may have to pay a deferred sales charge when you sell these shares,
depending on how long you hold the shares.

These shares have higher expenses each year, so you should only buy class B and
Class C shares in conjunction with a plan to invest in Chase Vista's stock and
bond Funds.

The following tables show the fees and expenses charged when you own shares of
the Fund.

Fees you pay directly

<TABLE>
<CAPTION>
                      Maximum sales charge (load)     Maximum deferred sales 
                      when you buy shares, shown      charge (load) shown as 
                      as % of the offering price(1)   lower of % of the offering
                                                      price(1) or redemption
                                                      proceeds
<S>                   <C>                             <C>  
Vista Shares          None                            None
Class B Shares        None                            5.00%
Class C shares        None                            1.00%
</TABLE>
                                                   
(1) The offering price is the net asset value of the shares bought plus any
sales charge.

The Fund has a number of operating expenses that it pays out of its assets. You
don't pay any of these directly, but they have the effect of reducing the Fund's
overall returns. The table is based on expenses for the most recent fiscal year.


                                       26
<PAGE>

<TABLE>
<CAPTION>
                                                                                               Total Fund
Class of shares             Investment        Distribution       Shareholder      Other        fees and  
                            advisory fee      (12b-1) fees       service fee      expenses     expenses  
<S>                         <C>               <C>                <C>              <C>          <C>  
Vista shares                0.10%             none               0.35%            0.49%        0.94%
Class B shares              0.10%             0.75%              0.25%            0.40%        1.50%
Class C shares              0.10%             0.75%              0.25%            0.40%        1.50%
</TABLE>

[Sidenote]


The actual Shareholder Servicing Fee for Vista Shares currently is expected to
be 0.00%, and the total fees and expenses are not expected to exceed 0.59%. The
actual Shareholder Servicing Fee for Class B Shares is expected to be 0.00%, and
the total fees and expenses are not expected to exceed 1.25%. That's because The
Chase Manhattan Bank (Chase) and some of the Fund's other service providers have
volunteered not to collect a portion of their fees and to reimburse others.
Chase and these other service providers may terminate this arrangement at any
time.

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



Example

This example helps you compare the cost of investing in the Fund with the cost
of investing in other mutual funds. As with all other prospectuses, the example
assumes:

o  you invest $10,000

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

o  your investment has a 5% return each year, and

o  the Fund's operating expenses remain the same as shown above.

Your costs would be:

If you sell your shares

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------ 
Number of years:                     1                   3                   5                   10
<S>                                <C>                  <C>                <C>                 <C>  
Vista shares                        $96                 $300                $520               $1155
- ------------------------------------------------------------------------------------------------------------ 
Class B shares                     $670                 $807               $1056               $1639
- ------------------------------------------------------------------------------------------------------------ 
Class C shares                     $256                 $474                $818               $1791
- ------------------------------------------------------------------------------------------------------------ 
</TABLE>

If you don't sell your shares

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------ 
Number of years:                     1                   3                   5                   10
<S>                                <C>                  <C>                <C>                 <C>  
Vista shares                        $96                 $300                $520               $1155
- ------------------------------------------------------------------------------------------------------------ 
Class B shares                     $153                 $474                $818               $1639
- ------------------------------------------------------------------------------------------------------------ 
Class C shares                     $153                 $474                $818               $1791
- ------------------------------------------------------------------------------------------------------------ 
</TABLE>

This example is for comparison only. Your actual costs may be higher or lower,
depending on the amount you invest and the Fund's actual rate of return.


                                       27
<PAGE>

Tax Free Money Market Fund

The Fund's objective

The Fund aims to provide the highest possible level of current income which is
excluded from gross income, while still preserving capital and maintaining
liquidity.

The Fund's approach

Under normal market conditions, the fund will try to invest 100% of its assets
in municipal obligations, the interest on which is excluded from gross income
and which is not subject to the alternative minimum tax on individuals. As a
fundamental policy, the Fund will invest at least 80% of its assets in municipal
obligations. The remaining 20% of assets may be invested in securities which are
subject to federal income tax or the federal alternative minimum tax for
individuals. To temporarily defend its assets, the Fund may exceed this limit.

The Fund may also invest in municipal lease obligations. These provide
participation in municipal lease agreements and installment purchase contracts.

The Fund invests only in securities issued and payable in U.S. dollars.

Each investment must have the highest possible short-term rating from at least
two national rating organizations, or one such rating if only one organization
rates that security. Alternatively, the security may have a guarantee that has
such a rating. If the security is not rated, it must be considered of comparable
quality as determined by the Fund's advisers.

The dollar-weighted average maturity of the Fund will be 90 days or less and the
Fund will buy only those investments which have remaining maturities of 397 days
or less.

The Fund seeks to develop an appropriate portfolio by considering the
differences in yields among securities of different maturities, market sectors
and issuers.

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


Instead of investing directly in underlying securities, the Fund may invest all
of its assets in another investment company having substantially the same
investment objectives and policies.

The Fund may change any of its non-fundamental investment policies (except its
investment objective) without shareholder approval.

The main investment risks

The Fund attempts to keep its net asset value constant, but there's no guarantee
it will be able to do so.


                                       28
<PAGE>

The value of money market investments tends to fall when prevailing interest
rates rise, although they're generally less sensitive to interest rate changes
than longer-term securities.

Changes in a municipality's financial health may make it difficult for the
municipality to make interest and principal payments when due. A number of
municipalities have had significant financial problems recently. This could
decrease the Fund's income or hurt the its ability to preserve capital and
liquidity.

Some municipal obligations, including municipal lease obligations, carry
additional risk. Under some circumstances, municipal obligations do not pay
interest unless the municipality's legislature authorizes money for that
purpose.. They may be difficult to trade and interest payments may be tied only
to a specific stream of revenue.

Since some municipal obligations may be secured or guaranteed by banks and other
institutions, the risk to the Fund could increase if the municipalities have
problems with the banking or financial sector.

Interest on certain municipal obligations is subject to the federal alternate
minimum tax. Normally, up to 20% of the Fund's assets may be invested in
securities that are subject to this tax. Consult your tax professional for more
information.

The Fund may invest in municipal obligations backed by foreign institutions.
This could carry more risk that securities backed by U.S. institutions, in part,
because of political and economic instability, the imposition of government
controls, or regulations that don't match U.S. standards. In addition, more than
25% of the Fund's assets may be invested in securities which rely on similar
projects for their income stream. As a result, the Fund could be more
susceptible to developments which affect those projects.

The Fund is not diversified. It may invest a greater percentage of its assets in
a particular issuer or group of issuers than a diversified fund would. That
makes it more susceptible to economic problems among the institutions issuing
the securities.

Although the Fund seeks to be fully invested, it may at times hold some of its
assets in cash. This would hurt the Fund's performance.

[Sidenote:] An investment in the Fund isn't a bank deposit and it isn't insured
or guaranteed by the Federal Deposit Insurance Corporation, The Chase Manhattan
Bank, or any other government agency. Although the Tax Free Money Market Fund
seeks to preserve the value of your investment at $1.00 per share, it is
possible to lose money by investing in the Fund.


                                       29
<PAGE>

[Sidenote:] Securities in the Fund's portfolio may not earn as high a current
income as longer term or lower-quality securities.

The Fund's past performance

This section shows the Fund's performance record. The bar chart shows how the
performance of the Fund has varied since 1988. This provides some indication of
the risks of investing in the Fund.

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

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

Year-by-year returns

[bar chart goes here]


Best quarter:                       _____%, xth quarter, 19__
Worst quarter:                      _____%, xth quarter, 19__


Average annual total returns 
For the periods ending December 31, 1997:


<TABLE>
<CAPTION>
                            Past 1 year                Past 5 years          Past 10 years
<S>                         <C>                        <C>                   <C>   
Vista shares                _____%                     _____%                _____%
</TABLE>


Fees and expenses

You don't have to pay any sales charge when you buy or sell Vista shares of the
Fund.

The Fund has a number of operating expenses that it pays out of its assets. You
don't pay any of these directly, but they have the effect of reducing the Fund's
overall returns. The table is based on expenses for the most recent fiscal year.


                                       30
<PAGE>

<TABLE>
<CAPTION>
                                                                                               Total Fund 
Class of shares             Investment        Distribution       Shareholder      Other        fees and   
                            advisory fee      (12b-1) fees       service fee      expenses     expenses   
<S>                         <C>               <C>                <C>              <C>          <C>  
Vista shares                0.10%             0.10%              0.35%            0.16%        0.71%
</TABLE>

[Sidenote]

The actual shareholder service fee currently is expected to be 0.23% and the
total fees and expenses are expected not to exceed 0.59%. That's because The
Chase Manhattan Bank (Chase) and some of the Fund's other service providers have
volunteered not to collect a portion of their fees and to reimburse others.
Chase and these other service providers may terminate this arrangement at any
time.


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


Example

This example helps you compare the cost of investing in the Fund with the cost
of investing in other mutual funds. As with all other prospectuses, the example
assumes:

o  you invest $10,000

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

o  your investment has a 5% return each year, and

o  the Fund's operating expenses remain the same as shown above.

Your costs would be:

<TABLE>
<CAPTION>
Number of years:                           1           3           5          10
<S>                                      <C>        <C>         <C>         <C> 
Costs:                                   $73        $227        $395        $883
</TABLE>

This example is for comparison only. Your actual costs may be higher or lower,
depending on the amount you invest and the Fund's actual rate of return.


                                       31
<PAGE>

New York Tax Free Money Market Fund

The Fund's objective

The Fund aims to provide the highest possible level of current income which is
excluded from gross income and exempt from New York State and New York City
personal income taxes, while still preserving capital and maintaining liquidity.

The Fund's approach

The Fund will invest at least 65% of its assets in New York municipal
obligations, the interest of which is exempt from gross income and exempt from
New York State and New York City personal income taxes. The exact percentage
will vary from time to time. New York municipal obligations are municipal
obligations issued by New York State, its political subdivisions, Puerto Rico,
other U.S. territories and their political subdivisions.

When suitable New York municipal obligations are unavailable, the Fund may buy
municipal obligations issued by other states. These are generally subject to New
York State and New York City personal income taxes.

As a fundamental policy, under normal market conditions, the Fund will invest at
least 80% of its assets in municipal obligations, the interest on which is
excluded from gross income and which is not subject to the federal alternate
minimum tax on individuals. The remaining 20% may be invested in securities
paying interest which is subject to federal income tax or to the alternate
minimum tax on individuals. To temporarily defend its assets, the Fund may
exceed this limit.

The Fund may also invest in Municipal lease obligations. These provide
participation in municipal lease agreements and installment purchase contracts.

The Fund invests only in securities issued and payable in U.S. dollars. Each
investment must have the highest possible short-term rating from at least two
national rating organizations, or one such rating if only one organization rates
that security. Alternatively, the security may have a guarantee that has such a
rating. If the security is not rated, it must be considered of comparable
quality as determined by the Fund's advisers. The dollar-weighted average
maturity of the Fund will be 90 days or less.

The Fund seeks to develop an appropriate portfolio by considering the
differences in yields among securities of different maturities, market sectors
and issuers.

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


Instead of investing directly in underlying securities, the Fund may invest all
of its assets in another investment company having substantially the same
investment objectives and policies.

The Fund may change any of its non-fundamental investment policies (except its
investment objective) without shareholder approval.


                                       32
<PAGE>

The main investment risks

The Fund attempts to keep its net asset value constant, but there's no guarantee
it will be able to do so.

The value of money market investments tends to fall when prevailing interest
rates rise, although they're generally less sensitive to interest rate changes
than longer-term securities.

The Fund will be particularly susceptible to difficulties affecting New York
State and its municipalities. Changes in a municipality's financial health may
make it difficult for the municipality to make interest and principal payments
when due. A number of municipal issuers, including the State of New York and New
York City, have a recent history of financial problems. Such problems could
decrease the Fund's income or hurt the its ability to preserve capital and
liquidity.

Some municipal obligations, including municipal lease obligations, carry
additional risk. Under some circumstances, municipal obligations do not pay
interest unless the municipality's legislature authorizes money for that
purpose.. They may be difficult to trade and interest payments may be tied only
to a specific stream of revenue.

Since some municipal obligations may be secured or guaranteed by U.S. banks, the
risk to the Fund could increase if the banking sector suffers an economic
turndown..

Interest on certain municipal obligations is subject to the federal alternate
minimum tax. Normally, up to 20% of the Fund's assets may be invested in
securities that are subject to this tax. Consult your tax professional for more
information.

The Fund may invest in municipal obligations backed by foreign institutions.
This could carry more risk that securities backed by U.S. institutions, in part,
because of political and economic instability, the imposition of government
controls, or regulations that don't match U.S. standards. In addition, more than
25% of the Fund's assets may be invested in securities which rely on similar
projects for their income stream. As a result, the Fund could be more
susceptible to developments which affect those projects.

The Fund is not diversified. It may invest a greater percentage of its assets in
a particular issuer or group of issuers than a diversified fund would. That
makes it more susceptible to economic problems among the institutions issuing
the securities.

Although the Fund seeks to be fully invested, it may at times hold some of its
assets in cash. This would hurt the Fund's performance.


                                       33
<PAGE>

[Sidenote:] An investment in the Fund isn't a bank deposit and it isn't insured
or guaranteed by the Federal Deposit Insurance Corporation, The Chase Manhattan
Bank, or any other government agency. Although the New York Tax Free Money
Market Fund seeks to preserve the value of your investment at $1.00 per share,
it is possible to lose money by investing in the Fund.

[Sidenote:] Securities in the Fund's portfolio may not earn as high a current
income as longer term or lower-quality securities.

The Fund's past performance

This section shows the Fund's performance record. The bar chart shows how the
performance of the Fund has varied from year to year since 1988. This provides
some indication of the risks of investing in the Fund.

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

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

Year-by-year returns

[bar chart goes here]


Best quarter:                       _____%, xth quarter, 19__
Worst quarter:                      _____%, xth quarter, 19__


Average annual total returns 
For the periods ending December 31, 1997:


<TABLE>
<CAPTION>
                        Past 1 year             Past 5 years       Past 10 years
<S>                     <C>                     <C>                <C>   
Vista shares            _____%                  _____%             _____%
</TABLE>



                                       34
<PAGE>

Fees and expenses

You don't have to pay any sales charge when you buy or sell Vista shares of the
Fund.

The Fund has a number of operating expenses that it pays out of its assets. You
don't pay any of these directly, but they have the effect of reducing the Fund's
overall returns. The table is based on expenses for the most recent fiscal year.

<TABLE>
<CAPTION>
                                                                                               
                                                                                               Total Fund 
Class of shares             Investment        Distribution       Shareholder      Other        fees and   
                            advisory fee      (12b-1) fees       service fee      expenses     expenses   
<S>                         <C>               <C>                <C>              <C>          <C>  
Vista shares                0.10%             0.10%              0.35%            0.16%        0.71%
</TABLE>

[Sidenote]

The actual shareholder service fee currently is expected to be 0.28%, other
expenses are expected to be 0.11% and the total fees and expenses are expected
not to exceed 0.59%. That's because The Chase Manhattan Bank (Chase) and some of
the Fund's other service providers have volunteered not to collect a portion of
their fees and to reimburse others. Chase and these other service providers may
terminate this arrangement at any time.


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



                                       35
<PAGE>

Example

This example helps you compare the cost of investing in the Fund with the cost
of investing in other mutual funds. As with all other prospectuses, the example
assumes:

o  you invest $10,000

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

o  your investment has a 5% return each year, and

o  the Fund's operating expenses remain the same as shown above.

Your costs would be:


<TABLE>
<CAPTION>
Number of years:                          1           3           5        10
<S>                                      <C>        <C>         <C>       <C> 
Costs:                                   $94        $259        $509      $1,131
</TABLE>


This example is for comparison only. Your actual costs may be higher or lower,
depending on the amount you invest and the Fund's actual rate of return.


                                       36
<PAGE>

California Tax Free Money Market Fund

The Fund's objective

The Fund aims to provide the highest possible level of current income which is
exempt from federal and California personal income taxes, while still preserving
capital and maintaining liquidity.

The Fund's approach

As a fundamental policy, except when it is temporarily defending its assets, the
Fund will invest at least 65% of its assets in California municipal obligations,
the interest of which is excluded from gross income and exempt from California
personal income taxes. California municipal obligations are issued by the State
of California, its political subdivisions, authorities and corporations. When
suitable California municipal obligations are unavailable, the Fund may buy
municipal obligations from other states. These would generally be subject to
California personal income tax.

As a fundamental policy, under normal market conditions, the Fund will invest at
least 80% of its assets in municipal obligations, the interest on which is
excluded from gross income and which is not subject to the federal alternate
minimum tax on individuals. The remaining 20% may be invested in securities
paying interest which is subject to federal income tax or to the alternate
minimum tax on individuals. To temporarily defend its assets, the Fund may
exceed this limit.

The Fund may also invest in municipal lease obligations. These provide
participation in municipal lease agreements and installment purchase contracts.

The Fund invests only in securities issued and payable in U.S. dollars. Each
investment must have the highest possible short-term rating from at least two
national rating organizations, or one such rating if only one organization rates
that security. Alternatively, the security may have a guarantee that has such a
rating. If the security is not rated, it must be considered of comparable
quality as determined by the Fund's advisers. The dollar-weighted average
maturity of the Fund will be 90 days or less and the Fund will buy only those
investments with remaining maturities of 397 days or less.

The Fund seeks to develop an appropriate portfolio by considering the
differences in yields among securities of different maturities, market sectors
and issuers.

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


Instead of investing directly in underlying securities, the Fund may invest all
of its assets in another investment company having substantially the same
investment objectives and policies.

The Fund may change any of its non-fundamental investment policies (except its
investment objective) without shareholder approval.

                                       37
<PAGE>

The main investment risks

The Fund attempts to keep its net asset value constant, but there's no guarantee
it will be able to do so.

The value of money market investments tends to fall when prevailing interest
rates rise, although they're generally less sensitive to interest rate changes
than longer-term securities.

The Fund will be particularly susceptible to difficulties affecting California
and its municipalities. Changes in a municipality's financial health may make it
difficult for the municipality to make interest and principal payments when due.
A number of municipal issuers, including the State of California and certain
California counties, have a recent history of financial problems. California's
Orange County recently defaulted on its debt. Such problems could decrease the
Fund's income or hurt the its ability to preserve capital and liquidity.

Some municipal obligations, including municipal lease obligations, carry
additional risk. Under some circumstances, municipal obligations do not pay
interest unless the municipality's legislature authorizes money for that
purpose.. They may be difficult to trade and interest payments may be tied only
to a specific stream of revenue

Since some municipal obligations may be secured or guaranteed by U.S. banks, the
risk to the Fund could increase if the banking sector suffers an economic
turndown..

Interest on certain municipal obligations is subject to the federal alternate
minimum tax. Normally, up to 20% of the Fund's assets may be invested in
securities that are subject to this tax. Consult your tax professional for more
information.

The Fund may invest in municipal obligations backed by foreign institutions.
This could carry more risk that securities backed by U.S. institutions, in part,
because of political and economic instability, the imposition of government
controls, or regulations that don't match U.S. standards. In addition, more than
25% of the Fund's assets may be invested in securities which rely on similar
projects for their income stream. As a result, the Fund could be more
susceptible to developments which affect those projects.

The Fund is not diversified. It may invest a greater percentage of its assets in
a particular issuer or group of issuers than a diversified fund would. That
makes it more susceptible to economic problems among the institutions issuing
the securities.

Although the Fund seeks to be fully invested, it may at times hold some of its
assets in cash. This would hurt the Fund's performance.


                                       38
<PAGE>

[Sidenote:] An investment in the Fund isn't a bank deposit and it isn't insured
or guaranteed by the Federal Deposit Insurance Corporation, The Chase Manhattan
Bank, or any other government agency. Although the California Money Market Fund
seeks to preserve the value of your investment at $1.00 per share, it is
possible to lose money by investing in the Fund.

[Sidenote:] Securities in the Fund's portfolio may not earn as high a current
income as longer term or lower-quality securities.

The Fund's past performance

This section shows the Fund's performance record. The bar chart shows how the
performance of the Fund has varied from year to year since the Fund was launched
in 1992. This provides some indication of the risks of investing in the Fund.

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

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

Year-by-year returns

[bar chart goes here]


Best quarter:                       _____%, xth quarter, 19__
Worst quarter:                      _____%, xth quarter, 19__


Average annual total returns For the periods ending December 31, 1997:


<TABLE>
<CAPTION>
                      Past 1 year      Past 5 years     Since inception 10/31/92
<S>                   <C>              <C>              <C>   
Vista shares          _____%           _____%           _____%
</TABLE>



                                       39
<PAGE>

Fees and expenses

You don't have to pay any sales charge when you buy or sell Vista shares of the
Fund.

The Fund has a number of operating expenses that it pays out of its assets. You
don't pay any of these directly, but they have the effect of reducing the Fund's
overall returns. The table is based on expenses for the most recent fiscal year.

<TABLE>
<CAPTION>
                                                                                               Total Fund
Class of shares             Investment        Distribution       Shareholder      Other        fees and  
                            advisory fee      (12b-1) fees       service fee      expenses     expenses  
<S>                         <C>               <C>                <C>              <C>          <C>  
Vista shares                0.10%             0.10%              0.35%            0.37%        0.92%
</TABLE>

[Sidenote]

The actual investment advisory fee is currently expected to be 0.00%, the 12b-1
distribution fee currently is expected to be 0.05%, the shareholder service fee
is expected to be 0.13% and the total fees and expenses are expected not to
exceed 0.55%. That's because The Chase Manhattan Bank (Chase) and some of the
Fund's other service providers have volunteered not to collect a portion of
their fees and to reimburse others. Chase and these other service providers may
terminate this arrangement at any time.


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


Example

This example helps you compare the cost of investing in the Fund with the cost
of investing in other mutual funds. As with all other prospectuses, the example
assumes:

o  you invest $10,000

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

o  your investment has a 5% return each year, and

o  the Fund's operating expenses remain the same as shown above.

Your costs would be:

<TABLE>
<CAPTION>
Number of years:                          1           3           5          10
<S>                                      <C>        <C>         <C>         <C> 
Costs:                                   $73        $227        $395        $883
</TABLE>

This example is for comparison only. Your actual costs may be higher or lower,
depending on the amount you invest and the Fund's actual rate of return.

Financial highlights


                                       40
<PAGE>

                             FINANCIAL HIGHLIGHTS

On May 3, 1996, the Hanover 100% U.S Treasury Securities Money Market Fund
("Hanover 100% Treasury Fund") merged into Vista 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 Vista 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 and the Fund's Annual Report to Shareholders for the period ended
August 31, 1997, which both are incorporated by reference into the SAI.
Shareholders may obtain a copy of these annual reports by contacting the Fund or
their Shareholder Servicing Agent. The financial statements and notes, as well
as the financial information set forth in the table below, for the 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.

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


<TABLE>
<CAPTION>
                                                 Year            Year         12/01/95      Year Ended   
                                                Ended           Ended          through     -----------
                                               8/31/98         8/31/97       8/31/96**       11/30/95
                                             -----------     -----------    -----------    -----------
<S>                                          <C>             <C>            <C>            <C>
PER SHARE OPERATING PERFORMANCE                              
Net Asset Value, Beginning of Period  ......                  $     1.00     $     1.00     $    1.000
                                                             -----------    -----------    -----------
 Income from Investment Operations:                          
  Net Investment Income   ..................                       0.048          0.035          0.050
                                                             -----------    -----------    -----------
 Less Distributions:                                         
  Dividends from Net Investment                              
 Income ....................................                       0.048          0.035          0.050
                                                             -----------    -----------    -----------
Net Asset Value, End of Period  ............                  $     1.00     $     1.00     $    1.000
                                                             ===========    ===========    ===========
TOTAL RETURN                                                        4.87%          3.50%          5.15%
Ratios/Supplemental Data                                     
 Net Assets, End of Period (000 omitted)                      $2,376,214     $1,671,603     $1,337,549
 Ratio of Expenses to Average Net                            
  Assets#  .................................                        0.59%          0.60%          0.58%
 Ratio of Net Investment Income to                           
  Average Net Assets#  .....................                        4.74%          4.58%          4.99%
 Ratio of Expenses without waivers and                       
  assumption of expenses to                                  
  Average Net Assets#  .....................                        0.71%          0.68%          0.61%
 Ratio of Net Investment Income                              
  without waivers and assumption of                          
  expenses to Average Net Assets # .........                        4.62%          4.50%          4.96%


<CAPTION>
                                                    Year Ended                   
                                             ------------------------  
                                               11/30/94      11/30/93  
                                             ----------     ---------  
<S>                                          <C>            <C>        
PER SHARE OPERATING PERFORMANCE
Net Asset Value, Beginning of Period  ...... $    1.000     $  1.000 
                                             ----------     -------- 
 Income from Investment Operations:                                  
  Net Investment Income   ..................      0.033        0.026 
                                             ----------     -------- 
 Less Distributions:                                                 
  Dividends from Net Investment                                      
 Income ....................................      0.033        0.026 
                                             ----------     -------- 
Net Asset Value, End of Period  ............ $    1.000     $  1.000 
                                             ==========     ======== 
TOTAL RETURN                                       3.32%        2.62%
Ratios/Supplemental Data                                             
 Net Assets, End of Period (000 omitted)     $1,024,125     $873,631 
 Ratio of Expenses to Average Net                                    
  Assets#  .................................       0.59%        0.58%
 Ratio of Net Investment Income to                                   
  Average Net Assets#  .....................       3.26%        2.58%
 Ratio of Expenses without waivers and                               
  assumption of expenses to                                          
  Average Net Assets#  .....................       0.62%        0.61%
</TABLE>                                                                   




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

<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 Annual Report to Shareholders for the period ended August 31, 1997,
which is incorporated by reference into the SAI. Shareholders may obtain a copy
of this annual report by contacting the Fund or their Shareholder Servicing
Agent. The financial statements and notes, as well as the financial information
set forth in the table below, have been audited by Price Waterhouse LLP,
independent accountants, whose report thereon is included in the Annual Report
to Shareholders.

                     VISTA TREASURY PLUS MONEY MARKET FUND


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


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

<PAGE>

                             FINANCIAL HIGHLIGHTS

The table set forth below provides selected per share data and ratios for one
Vista Share outstanding throughout each period shown. This information is
supplemented by financial statements and accompanying notes appearing in the
Fund's Annual Report to Shareholders for the fiscal year ended August 31, 1997,
which is incorporated by reference into the SAI. Shareholders may obtain a copy
of this annual report by contacting the Fund or their Shareholder Servicing
Agent. The financial statements and notes, as well as the financial information
set forth in the table below, have been audited by Price Waterhouse LLP,
independent accountants, whose report thereon is included in the Annual Report
to Shareholders.

                        VISTA FEDERAL MONEY MARKET FUND


<TABLE>
<CAPTION>
                                                      Year             Year           Year           Year         5/9/94*
                                                     Ended             ended          ended          ended        through
                                                    8/31/98          8/31/97        8/31/96        8/31/95        8/31/94
                                                  -----------       ---------      ---------      ---------      ---------
<S>                                               <C>               <C>            <C>            <C>            <C>
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  ........................                       0.048          0.048          0.051          0.013
                                                                    ---------      ---------      ---------      ---------
  Total from Investment Operations   ............                       0.048          0.048          0.051          0.013
 Less Distributions:                                              
  Dividends from Net Investment Income  .........                       0.048          0.048          0.051          0.013
                                                                    ---------      ---------      ---------      ---------
Net Asset Value, End of Period ..................                    $   1.00       $   1.00       $   1.00       $   1.00
                                                                    =========      =========      =========      =========
TOTAL RETURN                                                             4.91%          4.83%          5.20%          1.26%
Ratios/Supplemental Data                                          
 Net Assets, End of Period (000 omitted)   ......                    $301,031       $352,934       $203,399       $ 19,955
 Ratio of Expenses to Average Net Assets#  ......                        0.70%          0.70%          0.69%          0.40%
 Ratio of Net Investment Income to Average Net                    
  Assets# .......................................                        4.79%          4.79%          5.16%          4.36%
 Ratio of Expenses without waivers and assumption                 
   of expenses to Average Net Assets#   .........                        0.82%          0.93%          0.93%          1.02%
 Ratio of Net Investment Income without waivers   
   and assumptions of expenses to Average Net
   Assets#   ....................................                        4.67%          4.56%          4.92%          3.74%
</TABLE>


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

<PAGE>

                             FINANCIAL HIGHLIGHTS

The table set forth below provides selected per share data and ratios for one
Vista Share outstanding throughout each period shown. This information is
supplemented by financial statements and accompanying notes appearing in the
Fund's Annual Report to Shareholders for the fiscal year ended August 31, 1997,
which is incorporated by reference into the SAI. Shareholders may obtain a copy
of this annual report by contacting the Fund or their Shareholder Servicing
Agent. The financial statements and notes, as well as the financial information
set forth in the table below, have been audited by Price Waterhouse LLP,
independent accountants, whose report thereon is included in the Annual Report
to Shareholders.

                    VISTA U.S. GOVERNMENT MONEY MARKET FUND


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



  **    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.

<PAGE>
                             FINANCIAL HIGHLIGHTS

On May 3, 1996, the Hanover Cash Management Fund merged into Vista Cash
Management Fund. The table set forth below provides selected per share data and
ratios for one Hanover Cash Management Fund share (the accounting survivor of
the merger) outstanding through May 3, 1996 and one Vista Share of the Vista
Cash Management Fund outstanding for periods thereafter. This information is
supplemented by financial statements and accompanying notes appearing in the
Hanover Cash Management Fund's Annual Report to Shareholders for the fiscal
year ended November 30, 1995 and the Fund's Annual Report to Shareholders
for the period ended August 31, 1997, which both are incorporated by reference
into the SAI. Shareholders may obtain a copy of these annual reports by
contacting the Fund or their Shareholder Servicing Agent. The financial
statements and notes, as well as the financial information set forth in the
table below, for the 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.

                           VISTA CASH MANAGEMENT FUND
- --------------------------------------------------------------------------------


<TABLE>
<CAPTION>
 
                                                              Year           Year          12/1/95               Year Ended
                                                             Ended         Ended           through       --------------------------
                                                            8/31/98       8/31/97         8/31/96**         11/30/95       11/30/94
                                                          -----------   -----------    -------------     -----------       --------
<S>                                                       <C>           <C>            <C>               <C>            <C>
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  .................................                   0.050          0.037             0.054        0.036
                                                                        ----------     ----------        ----------     --------
 Less Distributions:                                                                                   
  Dividends from Net Investment Income  ..................                   0.050          0.037             0.054        0.036
                                                                        ----------     ----------        ----------     --------
Net Asset Value, End of Period ...........................              $    1.000     $    1.000        $    1.000     $  1.000
                                                                        ==========     ==========        ==========     ========
TOTAL RETURN                                                                  5.09%          3.69%             5.49%        3.62%
Ratios/Supplemental Data                                                                               
 Net Assets, End of Period (000 omitted)   ...............              $2,576,142     $1,621,212        $1,634,493     $990,045
 Ratio of Expenses to Average Net Assets#  ...............                    0.59%          0.60%             0.58%        0.58%
 Ratio of Net Investment Income to Average Net Assets#   .                    4.99%          4.91%             5.35%        3.62%
 Ratio of Expenses without waivers and assumption of                                                                       
  expenses to Average Net Assets# ........................                    0.62%          0.63%             0.62%        0.62%
 Ratio of Net Investment Income without waivers and                                                                        
  assumption of expenses to Average Net Assets # .........                     4.96%          4.88%             5.31%        3.58%
                                                                                                                             


<CAPTION>
                                                             Year Ended  
                                                              -----------
                                                              11/30/93   
                                                              --------   
<S>                                                        <C>           
PER SHARE OPERATING PERFORMANCE
 Net Asset Value, Beginning of Period ..................... $    1.000   
                                                            ----------   
 Income from Investment Operations:
  Net Investment Income  .................................       0.027   
                                                            ----------   
 Less Distributions:
  Dividends from Net Investment Income  ..................       0.027   
                                                            ----------   
Net Asset Value, End of Period ...........................  $    1.000   
                                                            ==========   
TOTAL RETURN                                                      2.74%  
Ratios/Supplemental Data
 Net Assets, End of Period (000 omitted)   ...............  $  861,025   
 Ratio of Expenses to Average Net Assets#  ...............        0.61%  
 Ratio of Net Investment Income to Average Net Assets#   .        2.70%  
 Ratio of Expenses without waivers and assumption of
  expenses to Average Net Assets# ........................        0.64%  
 Ratio of Net Investment Income without waivers and
  assumption of expenses to Average Net Assets # .........        2.67%  
</TABLE>




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

<PAGE>

                             FINANCIAL HIGHLIGHTS

The table set forth below provides selected per share data and ratios for one
Class B Share outstanding throughout each period shown. This information is
supplemented by financial statements and accompanying notes appearing in the
Fund's Annual Report to Shareholders for the fiscal year ended August 31, 1997,
which is incorporated by reference into the SAI. Shareholders may obtain a copy
of this Annual Report by contacting the Fund or their Shareholder Servicing
Agent. The financial statements and notes, as well as the financial information
set forth in the table below, have been audited by Price Waterhouse LLP,
independent accountants, whose report thereon is also included in the Annual
Report to Shareholders.

                         VISTA PRIME MONEY MARKET FUND

<TABLE>
<CAPTION>
                                                                                             Class B Shares
                                                                           ----------------------------------------------
                                                               Year           Year        Year       Year       4/21/94*      
                                                              ended          ended       ended       ended      through
                                                             8/31/98        8/31/97     8/31/96     8/31/95     8/31/94**
                                                            ---------      --------    --------    --------     ---------
<S>                                                         <C>            <C>         <C>         <C>         <C>
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  .................................                     0.043       0.042       0.043         0.011
 Net Realized Loss on Securities  ........................                        --          --      (0.003)           --
                                                                           ---------   ---------   ---------   -----------
 Total Income from Investment Operations   ...............                     0.043       0.042       0.040         0.011
                                                                           ---------   ---------   ---------   -----------
 Voluntary Capital Contribution   ........................                        --          --       0.003            --
                                                                           ---------   ---------   ---------   -----------
Less Distributions:                                                       
 Dividends from Net Investment Income   ..................                     0.043       0.042       0.043         0.011
                                                                           ---------   ---------   ---------   -----------
Net Asset Value, End of Period ...........................                  $   1.00    $   1.00    $   1.00    $     1.00
                                                                           =========   =========   =========   ===========
Total Return .............................................                      4.33%       4.25%       4.37%         1.11%
Ratios/Supplemental Data:                                                 
 Net Assets, End of Period (000 omitted)   ...............                  $ 10,269    $ 15,667    $  4,880    $    1,452
 Ratio of Expenses to Average Net Assets # ...............                      1.35%       1.47%       1.47%         1.47%
 Ratio of Net Investment Income to Average Net Assets #                         4.27%       4.17%       4.33%         2.96%
 Ratio of Expenses without waivers and assumption                         
   of expenses to Average Net Assets #  ..................                      1.53%       1.71%       2.53%         1.67%
 Ratio of Net Investment Income without waivers and                       
   assumption of expenses to Average Net Assets #  ......                       4.09%       3.93%       3.27%         2.76%
</TABLE>                                                  


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

<PAGE>

                             FINANCIAL HIGHLIGHTS

The table set forth below provides selected per share data and ratios for one
Vista Share outstanding throughout each period shown. This information is
supplemented by financial statements and accompanying notes appearing in the
Fund's Annual Report to Shareholders for the fiscal year ended August 31, 1997,
which is incorporated by reference into the SAI. Shareholders can obtain a copy
of this annual report by contacting the Fund or their Shareholder Servicing
Agent. The financial statements and notes, as well as the financial information
set forth in the table below, have been audited by Price Waterhouse LLP,
independent accountants, whose report thereon is included in the Annual Report
to Shareholders.

                        VISTA TAX FREE MONEY MARKET FUND

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


<TABLE>
<CAPTION>
                                                           Year          Year         Year         Year       11/1/93     Year Ended
                                                          ended         ended        ended        ended       through     ----------
                                                         8/31/98       8/31/97      8/31/96      8/31/95      8/31/94**      10/31/9
                                                        ---------     ---------    ---------    ---------    --------     ----------
<S>                                                     <C>           <C>          <C>          <C>          <C>          <C>       
PER SHARE OPERATING PERFORMANCE                                                                                                     
Net Asset Value, Beginning of Period ..................                $   1.00     $   1.00     $   1.00    $   1.00     $   1.00  
                                                                      ---------    ---------    ---------    --------     --------  
 Income from Investment Operations:                                                                                                 
  Net Investment Income  ..............................                   0.031        0.029        0.029       0.015        0.019  
                                                                      ---------    ---------    ---------    --------     --------  
 Less Distributions:                                                                                                                
  Dividends from Net Investment Income  ...............                   0.031        0.029        0.029       0.015        0.019  
                                                                      ---------    ---------    ---------    --------     --------  
Net Asset Value, End of Period ........................                $   1.00     $   1.00     $   1.00    $   1.00     $   1.00  
                                                                      =========    =========    =========    ========     ========  
TOTAL RETURN                                                               3.12%        2.92%        2.99%       1.54%        1.90% 
Ratios/Supplemental Data:                                                                                                           
 Net Assets, End of Period (000 omitted)   ............                $565,625     $574,115     $166,915    $121,710     $160,497  
 Ratio of Expenses to Average Net Assets#  ............                    0.59%        0.69%        0.86%       0.85%        0.85% 
 Ratio of Net Investment Income to                                                                                                  
  Average Net Assets# .................................                    3.08%        2.89%        2.96%       1.82%        1.88% 
 Ratio of Expenses without waivers and assumption of                                                                                
  expenses to Average Net Assets# .....................                    0.73%        0.80%        0.94%       0.85%        0.91% 
 Ratio of Net Investment Income without waivers and                                                                                 
  assumption of expenses to Average Net Assets#  ......                    2.94%        2.78%        2.87%       1.82%        1.83% 
</TABLE>   



  **  In 1994 the Tax Free Money Market Fund changed its fiscal year-end
      from October 31 to August 31.
   #  Short periods have been annualized.
      
<PAGE>
                             FINANCIAL HIGHLIGHTS

The table set forth below provides selected per share data and ratios for one
Vista Share outstanding throughout each period shown. This information is
supplemented by financial statements and accompanying notes appearing in the
Fund's Annual Report to Shareholders for the fiscal year ended August 31, 1997,
which is incorporated by reference into the SAI. Shareholders can obtain a copy
of this annual report by contacting the Fund or their Shareholder Servicing
Agent. The financial statements and notes, as well as the financial information
set forth in the table below, have been audited by Price Waterhouse LLP,
independent accountants, whose report thereon is included in the Annual Report
to Shareholders.

                   VISTA NEW YORK TAX FREE MONEY MARKET FUND

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


<TABLE>
<CAPTION>
                                                            Year       Year         Year         Year       11/1/93      Year Ended
                                                           ended      ended        ended        ended       through      ----------
                                                          8/31/98    8/31/97      8/31/96      8/31/95      8/31/94**     10/31/93 
                                                         ---------  ---------    ---------    ---------    --------      ----------
<S>                                                      <C>        <C>          <C>          <C>          <C>           <C>       
PER SHARE OPERATING PERFORMANCE                                                                                                    
Net Asset Value, Beginning of Period ..................             $   1.00     $   1.00     $   1.00     $   1.00      $   1.00  
                                                                    --------     --------     --------     --------      --------  
Income from Investment Operations:                                                                                                 
Net Investment Income .................................                0.030        0.028        0.028        0.015         0.017  
                                                                    --------     --------     --------     --------      --------  
 Less Distributions:                                                                                                               
  Dividends from Net Investment Income  ...............                0.030        0.028        0.028        0.015         0.017  
                                                                    --------     --------     --------     --------      --------  
Net Asset Value, End of Period ........................             $   1.00     $   1.00     $   1.00     $   1.00      $   1.00  
                                                                    ========     ========     ========     ========      ========  
TOTAL RETURN                                                            3.02%        2.85%        2.88%        1.48%         1.75% 
Ratios/Supplemental Data:                                                                                                          
 Net Assets, End of Period (000 omitted)   ............             $956,766     $890,413     $378,400     $365,669      $300,425  
 Ratio of Expenses to Average Net Assets#  ............                 0.59%        0.74%        0.86%        0.85%         0.85% 
 Ratio of Net Investment Income to                                                                                                 
  Average Net Assets# .................................                 2.97%        2.79%        2.84%        1.77%         1.72% 
 Ratio of Expenses without waivers and assumption                                                                                  
  of expenses to Average Net Assets# ..................                 0.73%        0.83%        0.95%        0.85%         0.89% 
 Ratio of Net Investment Income without waivers and                                                                                
  assumption of expenses to Average Net Assets#  ......                 2.83%        2.70%        2.75%        1.77%         1.68% 
</TABLE>                                                      



  **    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.

<PAGE>

                             FINANCIAL HIGHLIGHTS

The table set forth below provides selected per share data and ratios for one
Vista Share outstanding throughout each period shown. This information is
supplemented by financial statements and accompanying notes appearing in the
Fund's Annual Report to Shareholders for the fiscal year ended August 31, 1997,
which is incorporated by reference into the SAI. Shareholders can obtain a copy
of this annual report by contacting the Fund or their Shareholder Servicing
Agent. The financial statements and notes, as well as the financial information
set forth in the table below, have been audited by Price Waterhouse LLP,
independent accountants, whose report thereon is also included in the Annual
Report to Shareholders.

                VISTA CALIFORNIA TAX FREE MONEY MARKET FUND FUND

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


<TABLE>
<CAPTION>
                                                               Year       Year        Year        Year      11/1/93       Year    
                                                              ended      ended       ended       ended      through      ended    
                                                             8/31/98    8/31/97     8/31/96     8/31/95     8/31/94**   10/31/93  
                                                            --------   --------    --------    --------     ---------   --------  
<S>                                                         <C>        <C>         <C>         <C>          <C>          <C>      
PER SHARE OPERATING PERFORMANCE                                                                                                   
Net Asset Value, Beginning of Period .....................             $  1.00     $  1.00     $  1.00      $  1.00      $  1.00  
                                                                       -------     -------     -------      -------      -------  
 Income from Investment Operations:                                                                                               
  Net Investment Income  .................................               0.300       0.030       0.033        0.018        0.023  
                                                                       -------     -------     -------      -------      -------  
 Less Distributions:                                                                                                              
  Dividends from Net Investment Income  ..................               0.300       0.030       0.033        0.018        0.023  
                                                                       -------     -------     -------      -------      -------  
Net Asset Value, End of Period ...........................             $  1.00     $  1.00     $  1.00      $  1.00      $  1.00  
                                                                       =======     =======     =======      =======      =======  
TOTAL RETURN                                                              3.02%       3.06%       3.32%        1.82%        2.30% 
Ratios/Supplemental Data:                                                                                                         
 Net Assets, End of Period (000 omitted)   ...............             $45,509     $42,819     $58,315      $64,423      $45,346  
 Ratio of Expenses to Average Net Assets#  ...............                0.56%       0.56%       0.48%        0.46%        0.42% 
 Ratio of Net Investment Income to Average Net Assets#   .                2.99%       3.03%       3.25%        2.17%        2.26% 
 Ratio of Expenses without waivers and assumption of                                                                              
  expenses to Average Net Assets# ........................                0.86%       1.02%       1.07%        0.94%        1.02% 
 Ratio of Net Investment Income without waivers and                                                                               
  assumption of expenses to Average Net Assets#  .........                2.69%       2.57%       2.66%        1.69%        1.66% 
</TABLE>



  **    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.

<PAGE>

The Fund's investment adviser

The Chase Manhattan Bank (Chase) is the investment adviser to the Fund. Chase is
a wholly owned subsidiary of The Chase Manhattan Corporation (CMC), a bank
holding company. Chase and its predecessors have more than a century of money
management experience.


For the fiscal year ended August 31, 1998, Chase was paid an advisory fee of 
0.10% of the average daily net assets of each Fund other than the California Tax
Free Money Market Fund. Chase was not paid an advisory fee with respect to the 
California Tax Free Money Market Fund.


Chase Asset Management Inc. is the sub-adviser to every Fund except the Cash
Management Fund and the Tax Free Money Market Fund. Chase Asset Management is a
wholly-owned subsidiary of Chase. It makes the day-to-day investment decisions
for the Funds.

Chase Bank of Texas, National Association (Chase Texas) is the sub-adviser to
the Cash Management Fund and the Tax-Free Money Market Fund. Chase Texas and its
predecessor have been in the investment counseling business since 1987 and is a
wholly-owned subsidiary of The Chase Manhattan Corporation. It makes the
day-to-day investment decisions for the Funds.

[Sidenote:]

The Year 2000

The Fund, like any business, could be affected if the computer systems on which
it relies fail to properly process information beginning on January 1, 2000. The
Fund's advisers are updating their own systems and encouraging service providers
to do the same, but there's no guarantee these systems will work properly.


                                       41

<PAGE>

How your account works

Buying Fund shares

You don't pay any sales charge (sometimes called a load) when you buy shares in
these funds. Unlike the other money market funds in the prospectus, the Prime
Money Market Fund also offers two additional classes of shares: Class B and
Class C. You may have to pay a deferred sales charge when you sell Class B or
Class C shares of the Prime Money Market Fund, depending on how long you've held
them.

You may buy B shares of the Prime Money Market Fund by exchanging from Class B
shares of another Chase Vista Fund. You may buy them directly if you establish a
program to systematically exchange into Class B shares of one or more Chase
Vista Funds within 24 months.

The price you pay for your shares is the net asset value per share (NAV). NAV is
the value of everything the Fund owns, minus everything it owes, divided by the
number of shares held by investors. All of these Funds seek to maintain a stable
NAV of $1.00. Each fund uses the amortized cost to value its portfolio of
securities. This method provides more stability in valuations. However, it may
also result in periods during which the stated value of a security is different
than the price the Fund would receive if it sold the investment.

The NAV of each class of shares is generally calculated as of 4:00 p.m. Eastern
time, each day the Funds are accepting purchase orders. When certain automated
share purchase programs are introduced, we'll also calculate the NAV at 6:00
p.m. for Funds available through those programs. You'll pay the next NAV
calculated after the Chase Vista Funds Service Center receives your order in
proper form. An order is in proper form only after funds are converted into
federal funds.

The center accepts purchase orders on any business day that the Federal Reserve
Bank of New York and the New York Stock Exchange are open. If you send us and
order in proper form by the Fund's cut-off time, we'll process your order at
that day's price and you'll be entitled to all dividends declared on that day.
If we receive your order after the cut-off time, we'll generally process it at
the next day's price, but we may process it that day. If you pay by check before
the cut-off time, we'll generally process your order the next day the Fund is
open for business. Normally, the cut-off (in Eastern time) is:

<TABLE>
<S>                                                                   <C>     
100% U.S. Treasury Securities Money Market Fund                       Noon
Tax Free Money Market Fund                                            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>


                                       42
<PAGE>

If you buy through an agent and not directly from the Chase Vista Funds Service
Center, the agent could set earlier cut-off times. The Funds may close earlier a
few days each year if the Public Securities Association recommends that the U.S.
Government securities market close trading early.

You must provide a Taxpayer Identification Number when you open an account.

The Funds have the right to reject any purchase order.

Box:

To open an account, buy or sell shares or get Fund information, call:

The Chase Vista Funds Service Center

1-800-34-VISTA   End box

Minimum investments for each Fund


<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Type of account               Initial investment         Additional investments
- --------------------------------------------------------------------------------
<S>                           <C>                        <C> 
Regular account               $2,500                     $100
- --------------------------------------------------------------------------------
Systematic Investment Plan    $1,000                     $100
- --------------------------------------------------------------------------------
IRAs                          $1,000                     $100
- --------------------------------------------------------------------------------
SEP-IRAs                      $1,000                     $100
- --------------------------------------------------------------------------------
Education IRAs                $500                       $100
- --------------------------------------------------------------------------------
</TABLE>


Make your check out to Chase Vista Funds in U.S. dollars. We won't accept credit
cards, cash, or checks from a third party. You cannot sell shares you bought by
check for 15 calendar days. If you buy through an Automated Clearing House, you
can't sell your shares until the payment clears. This could take more than seven
business days. Your purchase will be canceled if your check doesn't clear and
you'll be responsible for any expenses and losses to the Funds. Orders by wire
will be canceled if the Chase Vista Funds Service Center doesn't receive payment
by 4:00 Eastern time on the day you buy.


                                       43
<PAGE>

Opening your account and buying shares

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
<S>                           <C>    
Through your investment       Tell your representative which Funds you want to  
representative                buy and he or she will contact us. Your           
                              representative may charge you a fee and may offer 
                              additional services, such as special purchase and 
                              redemption programs, "sweep" programs, cash                 
                              advances and redemption checks. Your              
                              representative may set different minimum          
                              investments and earlier cut-off times.            

- --------------------------------------------------------------------------------
Through the Chase Vista       Complete the enclosed application form and mail it
Funds Service Center          along with a check for the amount you want to     
                              invest to:

                              Chase Vista Funds Service Center,
                              P.O. Box 419392
                              Kansas City, MO 64141-6392

- --------------------------------------------------------------------------------
Through a Systematic          You can make regular automatic purchases of at  
Investment Plan               least $100. See Shareholder Services, page x for
                              details.

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


Selling Fund shares

You can sell your shares on any day the Chase Vista Funds Service Center is open
for trading, either directly to the Fund or through your investment
representative. You'll receive the next NAV calculated after the Chase Vista
Funds Service Center accepts your order.

Under normal circumstances, if your request is received before the Fund's
cut-off time, the Fund will send you the proceeds the next business day. We
won't accept an order to sell shares if the Fund hasn't collected your payment
for the shares. The Fund may stop accepting orders to sell and may postpone
payments for more than seven days, as federal securities laws permit.

You'll need to have your signature guaranteed if you want your payment sent to
an address other than the one we have in our records. We may also need
additional documents or a letter from a surviving joint owner before selling the
shares.


                                       44
<PAGE>

Selling shares

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
<S>                           <C>    
Through your investment       Tell your representative which Funds you want to  
representative                sell. He or she will send the necessary documents 
                              to the Chase Vista Funds Service Center. Your
                              representative might charge you for this service.

- --------------------------------------------------------------------------------
Through the Chase Vista       Call 1-800-34-VISTA. We will mail you a check or  
Funds Service Center          send the proceeds via electronic transfer or wire.                        
                              If you have changed your address of record within
                              the previous 30 days or if you sell $25,000 or
                              more worth of Funds by phone, we'll send the
                              proceeds by electronic transfer or wire only to
                              the bank account on our records. We charge $10 for
                              each transaction by wire.

                              or

                              Send a signed letter with your instructions to :

                              Chase Vista Funds Service Center,
                              P.O. Box 419392
                              Kansas City, MO 64141-6392

- --------------------------------------------------------------------------------
Through a Systematic          You can automatically sell as little as $50 worth 
Withdrawal Plan               of shares. See Shareholder Services, page x for   
                              details.

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

Distribution Arrangements

Class B Shares

There is no initial sales charge to buy Class B shares, but you may have to pay
a deferred sales charge. The deferred sales charge is deducted directly from
your assets when you sell your shares. It's a percentage of the original
purchase price or the current value of the shares, whichever is lower. As the
table shows, the deferred sales charge gets lower the longer you hold the shares
and disappears altogether after six years. Class B shares automatically convert
into Class A shares at the beginning of the ninth year after you bought them.

<TABLE>
<CAPTION>
- ----------------------------------------------------------------
Year                             Deferred sales charge
- -------------------------------- -------------------------------
<S>                              <C>
1                                5%
- -------------------------------- -------------------------------
2                                4%
- -------------------------------- -------------------------------
3                                3%
- -------------------------------- -------------------------------
4                                3%
- -------------------------------- -------------------------------
5                                2 %
- -------------------------------- -------------------------------
6                                1%
- -------------------------------- -------------------------------
7                                None
- -------------------------------- -------------------------------
</TABLE>


                                       45
<PAGE>

We calculate the deferred sales charge from the month you buy your shares. We
always sell the shares with the lowest deferred sales charge first.

Class C Shares

There is no initial sales charge to buy Class C shares, but you will have to pay
a deferred sales charge of 1% if you sell your shares within one year of buying
them. The deferred sales charge is deducted directly from your assets when you
sell your shares. It's a percentage of the original purchase price or the
current value of the shares, whichever is lower. Class C shares are not
converted into any other class of shares so you pay a higher distribution fee
indefinitely.

Vista Fund Distributors Inc. (VFD) is the distributor for the Funds. It is a
subsidiary of The BISYS Group, Inc. and is not affiliated with The Chase
Manhattan Bank. With the exception of the Cash Management Fund and the Prime
Money Market Fund, all of the Funds have adopted Rule 12b-1 distribution plans
under which they pay up to 0.10% of their Vista Class assets in distributor
fees. The Prime Money Market Fund has adopted Rule 12b-1 distribution plans
under which it pays annual distributor fees of up to 0.75% of the average daily
net assets attributed to Class B and Class C shares.


These payments covers such things as payments for services provided by
broker-dealers and expenses connected to sale of shares. Payments are not tied
to the amount of actual expenses incurred. Because 12b-1 expenses are paid out
of a fund's assets on an ongoing basis, over time these fees will increase the
cost of your investment and may cost you more than other types of sales charges.


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 reimbursement for travel expenses, including hotel and meals, in connection
for attending training and educational meetings inside and outside the United
States.


VFD may, in accordance with objective criteria, pay more to some broker dealers
for certain services or activities promoting the sale of Fund shares. Sometimes
these payments are made only to those broker dealers whose employees have sold
or may sell significant amounts of shares of the Funds or other Chase Vista
Funds. VFD pays these amounts outs of compensation it receives from the Funds.



Other information concerning the funds

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

Unless you indicate otherwise on your account application, we are authorized to
act on redemption and transfer instructions received by phone. If someone trades
on your account by phone, we'll ask that person to confirm your account
registration and address to make sure they match those you provided us. If they
give us the correct information, 


                                       46
<PAGE>

we are generally authorized to follow that person's instructions. We'll take all
reasonable precautions to confirm that the instructions are genuine. Investors
agree that they will not hold the Fund liable for any loss or expenses from any
sales request, if the Fund takes reasonable precautions. The Fund will be liable
for any losses to you from an unauthorized sale or fraud against you if we do
not follow reasonable procedures. Telephone redemption requests of more than
$25,000 will only be sent by electronic transfer or wire to the bank account you
have on record with the Fund. There is a $10 charge for each wire transaction.

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


The Trust has agreements with certain shareholder servicing agents (including
Chase) under which the shareholder servicing agents have agreed to provide
certain support services to their customers. 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, and up to 0.25% of the
average daily net assets of the Class B and Class C shares of Prime Money Market
Fund, held by investors serviced by the shareholder servicing agent. The Board
of Trustees has determined that the amount payable for "service fees" (as
defined by the NASD) does not exceed 0.25% of the average annual net assets
attributable to the Vista Shares of each Fund.


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

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


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



                                       47
<PAGE>

Distributions and taxes

The Funds can make money two ways. They can earn income and they can realize
capital gains by selling investments for more than they paid. The fund deducts
any expenses then pays out these earnings to shareholders as distributions.

The Funds declare dividends daily, so your shares can start earning dividends on
the day you buy them. We distribute the dividends monthly in the form of
additional shares, unless you tell us that you want payment in cash or deposited
in a pre-assigned bank account. The taxation of dividends won't be affected by
the form in which you receive them. We distribute any short-term capital gains
at least annually. The Funds do not expect to make long-term capital gains.

Dividends are usually taxable as ordinary income at the federal, state and local
levels. There are exceptions. Dividends of tax-exempt interest income by the Tax
Free Funds are not subject to federal income taxes but will generally be subject
to state and local taxes. The state or municipality where you live may not
charge you state and local taxes on dividends earned on certain bonds. Dividends
earned on bonds issued by the U.S. government and its agencies may also be
exempt from some types of state and local taxes.

Distributions of capital gains are taxable as long term gains no matter how long
you held your shares. This is true whether you receive the payments in cash or
reinvest them in shares of the fund.

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

The above is only a general summary of tax implications of investing in these
Funds. Please consult your tax advisor to see how investing in the Funds will
affect your own tax situation.


                                       48
<PAGE>

Shareholder services

Check Writing

Check writing privileges are available for the Vista shares. Each check you
write must be for at least $500. Checks written on joint accounts require only
one signature.

Systematic Investment Plan

This is an easy way to make regular investments. You decide which Funds you want
and how much to invest and the amount is automatically debited from your bank
account, either monthly or quarterly.

You can set up a plan when you open an account by completing Section 8 of the
application. Current shareholders can join by sending a signed letter and a
deposit slip or void check from their bank account to the Chase Vista Funds
Service Center. Call 1-800-34-VISTA for complete instructions.

Systematic Withdrawal Plan

This plan lets you make regular withdrawals from your Chase Vista account. You
must sell at least $50 worth of shares at a time. You can have automatic
withdrawals made monthly, quarterly or semiannually. Your account must contain
at least $5,000 of Class A shares or $20,000 of Class B shares to start the
plan. Call 1-800-34-VISTA for complete instructions.

You can sell up to 12% of the value of Class B shares each year through the
Systematic Withdrawal Plan without paying a deferred sales charge. Your Class B
account must have a minimum balance of $20,000 when the plan is set up to enjoy
this privilege.

Exchange privileges

You can exchange your Vista shares for shares in certain other Vista funds. You
can exchange Class B and C shares of the Prime Money Market Fund for shares of
the same class of another Chase Vista Fund, beginning 15 days after you acquire
the Prime Money Market Fund shares. We'll sell your funds at the current net
asset value and use the proceeds to buy your new shares. Carefully read the
prospectus of the fund you want to buy before making an exchange. You'll need to
meet any minimum investment requirements and may have to pay a sales charge.
Call 1-800-34-VISTA for details.

You can also set up a systematic exchange program to automatically exchange
shares on a regular basis. It's a free service.

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


                                       49
<PAGE>

or three in a quarter. See the Statement of Additional Information to find out
more about the exchange privilege.

You cannot have simultaneous plans for the systematic investment or exchange and
the systematic withdrawal or exchange for the same fund.

Exchange by phone

You may also use our Telephone Exchange Privilege. You can get information by
contacting the Chase Vista Funds Service Center or your investment
representative.


                                       50
<PAGE>

What the terms mean

Commercial paper: Short-term securities with maturities of 1 to 270 days which
are issued by banks, corporations and others.

Demand notes: A debt security with no set maturity date. The investor can
generally demand payment of the principal at any time.

Distribution fee: covers the cost of the distribution system used to sell shares
to the public.

Dollar weighted average maturity: The average maturity of the Fund is the
average amount of time until the organizations that issued the debt securities
in the Fund's portfolio must pay off the principal amount of the debt. "Dollar
weighted" means the larger the dollar value of debt security in the Fund, the
more weight it gets in calculating this average.

Floating rate securities: Securities whose interest rates adjust automatically
whenever a particular interest rate changes.

Investment advisory fee: a fee paid to the investment advisor to manage the Fund
and make decisions about buying and selling the Fund's investments.

Liquidity: Liquidity is the ability to easily convert investments into cash
without losing a significant amount of money in the process.

Municipal lease obligations: These provide participation in municipal lease
agreements and installment purchase contracts, but are not part of the general
obligations of the municipality.

Municipal obligations: Debt securities issued by or on behalf of states,
territories and possessions or by their agencies or other groups with authority
to act for them. For securities to qualify as municipal obligations, the
municipality's lawyers must give an opinion that the interest on them is not
considered gross income for federal income tax purposes.

Other expenses: miscellaneous items, including transfer agency, custody and
registration fees.

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


                                       51
<PAGE>

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

Variable rate securities: Securities whose interest rates are periodically
adjusted.

<PAGE>


[Back Cover Page]

More information

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

Annual and semi-annual reports

Our annual and semi-annual reports contain more information about each Fund's
investments and performance.

Statement of Additional Information (SAI)

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

You can get a free copy of these documents and other information, or ask us any
questions, by calling us at 1-800-34-VISTA or writing to:

Chase Vista Funds Service Center
P.O. Box 419392
Kansas City, MO 64141-6392

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

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

Public Reference Section of the SEC 
Washington, DC 20549-6009.
1-800-SEC-0330

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


The Fund's Investment Company Act File No. is 811-8358



                                       52
<PAGE>

Chase Vista Funds
Money Market prospectus




[Front cover page]

Chase Vista Funds

Prospectus
December 29, 1998

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

Premier Class Shares

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of shares of any of the Funds as an
investment or determined if this prospectus is accurate or complete. It is a
crime to indicate otherwise.


                                       1
<PAGE>

Contents

<TABLE>
<S>                                         <C>
Information about the Funds                 x
   100% U.S. Treasury Securities
            Money Market Fund               x
   Treasury Plus Money Market Fund          x
   Federal Money Market Fund                x
   U.S. Government Money Market Fund        x
   Cash Management Fund                     X
   Prime Money Market Fund                  x
   Tax Free Money Market Fund               x
                                            
How to invest in the Funds                  x
   How sales charges work                   X
   Buying and selling shares                X
       How to buy shares                    X
       How to sell shares                   X
   Dividends, distributions and taxes       x

Shareholder services                        x

How to reach us                             x

Financial highlights of the Funds           x
</TABLE>


                                       2
<PAGE>

Information about the Funds

100% U.S. Treasury Securities Money Market Fund

The Fund's objective

The Fund aims to provide the highest possible level of current income while
still maintaining liquidity and providing maximum safety.

The Fund's approach

The Fund invests in direct debt securities of the U.S. Treasury, including
Treasury bills, bonds and notes. These investments carry different interest
rates, maturities and issue dates.

The Fund does not buy securities issued or guaranteed by agencies of the U.S.
government and it does not enter into repurchase agreements. The dollar weighted
average maturity of the Fund will be 90 days or less and the Fund will buy only
those investments which have remaining maturities of 397 days or less.

The Fund invests only in securities issued and payable in U.S. dollars. Each
investment must have the highest possible short-term rating from at least two
national rating organizations, or one such rating if only one organization rates
that security. Alternatively, the security may have a guarantee that has such a
rating. If the security is not rated, it must be considered of comparable
quality as determined by the Fund's advisers.

The Fund seeks to develop an appropriate portfolio by considering the
differences in yields among securities of different maturities and market
sectors.

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


Instead of investing directly in underlying securities, the Fund may invest all
of its assets in another investment company having substantially the same
investment objectives and policies.

The Fund may change any of its investment policies (except its investment
objective) without shareholder approval.

The main investment risks

The Fund attempts to keep its net asset value constant, but there's no guarantee
it will be able to do so.

The value of money market investments tends to fall when prevailing interest
rates rise, although they're generally less sensitive to interest rate changes
than longer-term securities.


                                       3
<PAGE>

Although the Fund seeks to be fully invested, it may at times hold some of its
assets in cash. This would hurt the Fund's performance.

[Sidenote:] An investment in the Fund isn't a bank deposit and it isn't insured
or guaranteed by the Federal Deposit Insurance Corporation, The Chase Manhattan
Bank, or any other government agency. Although the 100% U.S. Treasury Securities
Money Market Fund seeks to preserve the value of your investment at $1.00 per
share, it is possible to lose money by investing in the Fund.

[Sidenote:] Securities in the Fund's portfolio may not earn as high a current
income as longer term or lower-quality securities.

The Fund's past performance

This section shows the Fund's performance record. The bar chart shows how the
performance of the Fund has varied from year to year since the predecessor of
the Fund was launched in 1991. This provides some indication of the risks of
investing in the Fund.

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

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

Year-by-year returns

[bar chart goes here]

Footnote: On May 3, 1996, the Hanover 100% Treasury Securities Money Market Fund
merged into the 100% U.S. Treasury Securities Money Market Fund. The Fund's
performance figures for the period before that date are for the Hanover fund.


Best quarter:                       _____%, xth quarter, 19__
Worst quarter:                      _____%, xth quarter, 19__


Average annual total returns 
For the periods ending December 31, 1997:


<TABLE>
<CAPTION>
                    Past 1 year        Past 5 years       Since inception 7/1/91
<S>                 <C>                <C>                <C>   
Premier Shares      _____%             _____%             _____%
</TABLE>



                                       4
<PAGE>

Fees and expenses

You don't have to pay any sales charge when you buy or sell Premier shares of
the Fund.

The Fund has a number of operating expenses that it pays out of its assets. You
don't pay any of these directly, but they have the effect of reducing the Fund's
overall returns. The table is based on expenses for the most recent fiscal year.

<TABLE>
<CAPTION>
                                                                                          Total Fund
Class of shares        Investment        Distribution       Shareholder      Other        fees and  
                       advisory fee      (12b-1) fees       service fee      expenses     expenses  
<S>                    <C>               <C>                <C>              <C>          <C>  
Premier Shares         0.10%             0.00%              0.25%            0.29%        0.64%
</TABLE>

[Sidenote]

The actual shareholder service fee currently is expected to be 0.15%, other
expenses are expected to be 0.25% and the total fees and expenses are expected
not to exceed 0.50%. That's because The Chase Manhattan Bank (Chase) and some of
the Fund's other service providers have volunteered not to collect a portion of
their fees and to reimburse others. Chase and these other service providers may
terminate this arrangement at any time.


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


Example

This example helps you compare the cost of investing in the Fund with the cost
of investing in other mutual funds. As with all other prospectuses, the example
assumes:

o  you invest $10,000

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

o  your investment has a 5% return each year, and

o  the Fund's operating expenses remain the same as shown above.


                                       5
<PAGE>

Your costs would be:

<TABLE>
<CAPTION>
Number of years:           1               3              5               10
<S>                       <C>             <C>            <C>             <C> 
Costs:                    $65             $205           $357            $798
</TABLE>

This example is for comparison only. Your actual costs may be higher or lower,
depending on the amount you invest and the Fund's actual rate of return.


                                       6
<PAGE>

Treasury Plus Money Market Fund

The Fund's objective

The Fund aims to provide the highest possible level of current income while
still maintaining liquidity and preserving capital.

The Fund's approach

The Fund invests in direct debt securities of the U.S. Treasury, including
Treasury bills, bonds and notes. These investments carry different interest
rates, maturities and issue dates.

The Fund also seeks to enhance its performance by investing in repurchase
agreements, using debt securities issued or guaranteed by the U.S. Treasury as
collateral.

The dollar weighted average maturity of the Fund will be 60 days or less and the
Fund will buy only those instruments which have remaining maturities of 397 days
or less.

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

The Fund may invest significantly in securities with floating or variable rates
of interest. Their yields will vary as interest rates change.

The Fund invests only in securities issued and payable in U.S. dollars. Each
investment must have the highest possible short-term rating from at least two
national rating organizations, or one such rating if only one organization rates
that security. Alternatively, the security may have a guarantee that has such a
rating. If the security is not rated, it must be considered of comparable
quality as determined by the Fund's advisers.

The Fund seeks to develop an appropriate portfolio by considering the
differences in yields among securities of different maturities, market sectors
and issuers.


Instead of investing directly in underlying securities, the Fund may invest all
of its assets in another investment company having substantially the same
investment objectives and policies.

The Fund may change any of its investment policies (except its investment
objective) without shareholder approval.

The main investment risks

The Fund attempts to keep its net asset value constant, but there's no guarantee
it will be able to do so.

The value of money market investments tends to fall when prevailing interest
rates rise, although they're generally less sensitive to interest rate changes
than longer-term securities.


                                       7
<PAGE>

Repurchase agreements involve some risk to the Fund if the other party does not
live up to its obligations under the agreement.

Although the Fund seeks to be fully invested, it may at times hold some of its
assets in cash. This would hurt the Fund's performance.

[Sidenote:] An investment in the Fund isn't a bank deposit and it isn't insured
or guaranteed by the Federal Deposit Insurance Corporation, The Chase Manhattan
Bank, or any other government agency. Although the Treasury Plus Money Market
Fund seeks to preserve the value of your investment at $1.00 per share, it is
possible to lose money by investing in the Fund.

[Sidenote:] Securities in the Fund's portfolio may not earn as high a current
income as longer term or lower-quality securities.

The Fund's past performance

This section shows the Fund's performance record. The bar chart shows how the
performance of the Fund has varied from year to year since the Fund was launched
in 1994. This provides some indication of the risks of investing in the Fund.

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

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

Year-by-year returns

[bar chart goes here]


Best quarter:                       _____%, xth quarter, 19__
Worst quarter:                      _____%, xth quarter, 19__



                                       8
<PAGE>

Average annual total returns 
For the periods ending December 31, 1997:


<TABLE>
<CAPTION>
                            Past 1 year                Since inception 4/20/94
<S>                         <C>                        <C>   
Premier Shares              _____%                     _____%
</TABLE>



Fees and expenses

You don't have to pay any sales charge when you buy or sell Premier shares of
the Fund.

The Fund has a number of operating expenses that it pays out of its assets. You
don't pay any of these directly, but they have the effect of reducing the Fund's
overall returns. The table is based on expenses for the most recent fiscal year.

<TABLE>
<CAPTION>
                                                                                               Total Fund 
Class of shares             Investment        Distribution       Shareholder      Other        fees and   
                            advisory fee      (12b-1) fees       service fee      expenses     expenses   
<S>                         <C>               <C>                <C>              <C>          <C>  
Premier Shares              0.10%             0.00%              0.25%            0.14%        0.49%
</TABLE>

[Sidenote]

The actual shareholder service fee currently is expected to be 0.24%, other
expenses are expected to be 0.11% and the total fees and expenses are expected
not to exceed 0.45%. That's because The Chase Manhattan Bank (Chase) and some of
the Fund's other service providers have volunteered not to collect a portion of
their fees and to reimburse others. Chase and these other service providers may
terminate this arrangement at any time.


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



Example

This example helps you compare the cost of investing in the Fund with the cost
of investing in other mutual funds. As with all other prospectuses, the example
assumes:


                                       9
<PAGE>

o  you invest $10,000

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

o  your investment has a 5% return each year, and

o  the Fund's operating expenses remain the same as shown above.

Your costs would be:

<TABLE>
<CAPTION>
Number of years:                1              3              5              10
<S>                            <C>            <C>            <C>            <C> 
Costs:                         $50            $157           $274           $616
</TABLE>

This example is for comparison only. Your actual costs may be higher or lower,
depending on the amount you invest and the Fund's actual rate of return.


                                       10
<PAGE>

Federal Money Market Fund

The Fund's objective

The Fund aims to provide current income while still preserving capital and
maintaining liquidity.

The Fund's approach

The Fund invests primarily in:

o  direct debt securities of the U.S. Treasury, including Treasury bills, bonds
   and notes, and

o  debt securities that certain U.S. government agencies or authorities have
   either issued or guaranteed as to principal and interest.

The Fund does not enter into repurchase agreements. The dollar weighted average
maturity of the Fund will be 90 days or less and the Fund will buy only those
instruments which have remaining maturities of 397 days or less.

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

The Fund may invest significantly in securities with floating or variable rates
of interest. Their yields will vary as interest rates change.

The Fund invests only in securities issued and payable in U.S. dollars. Each
investment must have the highest possible short-term rating from at least two
national rating organizations, or one such rating if only one organization rates
that security. Alternatively, the security may have a guarantee that has such a
rating. If the security is not rated, it must be considered of comparable
quality as determined by the Fund's advisers.

The Fund seeks to develop an appropriate portfolio by considering the
differences in yields among securities of different maturities, market sectors
and issuers.


Instead of investing directly in underlying securities, the Fund may invest all
of its assets in another investment company having substantially the same
investment objectives and policies.

The Fund may change any of its investment policies (except its investment
objective) without shareholder approval.

The main investment risks

The Fund attempts to keep its net asset value constant, but there's no guarantee
it will be able to do so.

The value of money market investments tends to fall when prevailing interest
rates rise, although they're generally less sensitive to interest rate changes
than longer-term securities.


                                       11
<PAGE>

Although the Fund seeks to be fully invested, it may at times hold some of its
assets in cash. This would hurt the Fund's performance.

[Sidenote:] An investment in the Fund isn't a bank deposit and it isn't insured
or guaranteed by the Federal Deposit Insurance Corporation, The Chase Manhattan
Bank, or any other government agency. Although the Federal Money Market Fund
seeks to preserve the value of your investment at $1.00 per share, it is
possible to lose money by investing in the Fund.

[Sidenote:] Securities in the Fund's portfolio may not earn as high a current
income as longer term or lower-quality securities.

The Fund's past performance

This section shows the Fund's performance record. The bar chart shows how the
performance of the Fund has varied from year to year since the Fund was launched
in 1994. This provides some indication of the risks of investing in the Fund.

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

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

Year-by-year returns

[bar chart goes here]


Best quarter:                       _____%, xth quarter, 19__
Worst quarter:                      _____%, xth quarter, 19__


Average annual total returns 
For the period ending December 31, 1997:


<TABLE>
<CAPTION>
                            Past 1 year     Since inception 5/9/94
<S>                         <C>             <C>   
Premier Shares              _____%          _____%
</TABLE>



                                       12
<PAGE>

Fees and expenses

You don't have to pay any sales charge when you buy or sell Premier shares of
the Fund.

The Fund has a number of operating expenses that it pays out of its assets. You
don't pay any of these directly, but they have the effect of reducing the Fund's
overall returns. The table is based on expenses for the most recent fiscal year.

<TABLE>
<CAPTION>
                                                                                               
                                                                                               Total Fund  
Class of shares             Investment        Distribution       Shareholder      Other        fees and    
                            advisory fee      (12b-1) fees       service fee      expenses     expenses    
<S>                         <C>               <C>                <C>              <C>          <C>  
Premier Shares              0.10%             0.00%              0.25%            0.15%        0.50%
</TABLE>



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


Example

This example helps you compare the cost of investing in the Fund with the cost
of investing in other mutual funds. As with all other prospectuses, the example
assumes:

o  you invest $10,000

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

o  your investment has a 5% return each year, and

o  the Fund's operating expenses remain the same as shown above.

Your costs would be:

<TABLE>
<CAPTION>
Number of years:            1               3               5               10
<S>                        <C>             <C>             <C>             <C> 
Costs:                     $51             $160            $280            $628
</TABLE>

This example is for comparison only. Your actual costs may be higher or lower,
depending on the amount you invest and the Fund's actual rate of return.


                                       13
<PAGE>

U.S. Government Money Market Fund

The Fund's objective

The Fund aims to provide the highest possible level of current income while
still maintaining liquidity and preserving capital.

The Fund's approach

The Fund invests substantially all its assets in:

o  debt securities issued or guaranteed by the U.S. Treasury or agencies or
   authorities of the U.S. Government, and

o  repurchase agreements using these securities as collateral.

The dollar weighted average maturity of the Fund will be 60 days or less and the
Fund will buy only those instruments which have remaining maturities of 397 days
or less.

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

The Fund may invest significantly in securities with floating or variable rates
of interest. Their yields will vary as interest rates change.

The Fund invests only in securities issued and payable in U.S. dollars. Each
investment must have the highest possible short-term rating from at least two
national rating organizations, or one such rating if only one organization rates
that security. Alternatively, the security may have a guarantee that has such a
rating or ratings. If the security is not rated, it must be considered of
comparable quality as determined by the Fund's advisers.

The Fund seeks to develop an appropriate portfolio by considering the
differences in yields among securities of different maturities, market sectors
and issuers.


Instead of investing directly in underlying securities, the Fund may invest all
of its assets in another investment company having substantially the same
investment objectives and policies.

The Fund may change any of its investment policies (except its investment
objective) without shareholder approval.

The main investment risks

The Fund attempts to keep its net asset value constant, but there's no guarantee
it will be able to do so.

The value of money market investments tends to fall when prevailing interest
rates rise, although they're generally less sensitive to interest rate changes
than longer-term securities.

Repurchase agreements involve some risk to the Fund if the other party does not
live up to its obligations under the agreement.


                                       14
<PAGE>

Although the Fund seeks to be fully invested, it may at times hold some of its
assets in cash. This would hurt the Fund's performance.

[Sidenote:] An investment in the Fund isn't a bank deposit and it isn't insured
or guaranteed by the Federal Deposit Insurance Corporation, The Chase Manhattan
Bank, or any other government agency. Although the U.S. Government Money Market
Fund seeks to preserve the value of your investment at $1.00 per share, it is
possible to lose money by investing in the Fund.

[Sidenote:] Securities in the Fund's portfolio may not earn as high a current
income as longer term or lower-quality securities.

The Fund's past performance

This section shows the Fund's performance record. The bar chart shows how the
performance of the Fund has varied from year to year since 1988. This provides
some indication of the risks of investing in the Fund.

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

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

Year-by-year returns

[bar chart goes here]


Best quarter:                       _____%, xth quarter, 19__
Worst quarter:                      _____%, xth quarter, 19__


Average annual total returns

For the periods ending December 31, 1997:


<TABLE>
<CAPTION>
                            Past 1 year                Past 5 years                      Past 10 years
<S>                         <C>                        <C>                               <C>   
Premier Shares              _____%                     _____%                            _____%
</TABLE>



                                       15
<PAGE>

Fees and expenses

You don't have to pay any sales charge when you buy or sell Premier shares of
the Fund.

The Fund has a number of operating expenses that it pays out of its assets. You
don't pay any of these directly, but they have the effect of reducing the Fund's
overall returns. The table is based on expenses for the most recent fiscal year.

<TABLE>
<CAPTION>
                                                                                               Total Fund
Class of shares             Investment        Distribution       Shareholder      Other        fees and  
                            advisory fee      (12b-1) fees       service fee      expenses     expenses  
<S>                         <C>               <C>                <C>              <C>          <C>  
Premier Shares              0.10%             0.10%              0.25%            0.14%        0.59%
</TABLE>

[Sidenote]

The actual 12b-1 fee is currently expected to be 0.06%, the shareholder service
fee currently is expected to be 0.15% and the total fees and expenses are
expected not to exceed 0.45%. That's because The Chase Manhattan Bank (Chase)
and some of the Fund's other service providers have volunteered not to collect a
portion of their fees and to reimburse others. Chase and these other service
providers may terminate this arrangement at any time.


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


Example

This example helps you compare the cost of investing in the Fund with the cost
of investing in other mutual funds. As with all other prospectuses, the example
assumes:

o  you invest $10,000

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

o  your investment has a 5% return each year, and

o  the Fund's operating expenses remain the same as shown above.

Your costs would be:

<TABLE>
<CAPTION>
Number of years:                          1           3           5          10
<S>                                      <C>        <C>         <C>         <C> 
Costs:                                   $60        $189        $329        $738
</TABLE>

This example is for comparison only. Your actual costs may be higher or lower,
depending on the amount you invest and the Fund's actual rate of return.


                                       16
<PAGE>

Cash Management Fund

The Fund's objective

The Fund aims to provide the highest possible level of current income while
still maintaining liquidity and preserving capital.

The Fund's approach

The Fund invests in high quality, short-term money market instruments which are
issued and payable in U.S. dollars.

The Fund principally invests in:

o  high quality commercial paper and other short-term debt securities, including
   floating and variable rate demand notes of U.S. and foreign corporations

o  debt securities issued or guaranteed by qualified banks. These are:

   o  U.S. banks with more than $1 billion in total assets and foreign branches
      of these banks

   o  foreign banks with the equivalent of more than $10 billion in total assets
      and which have branches or agencies in the U.S.

   o  other U.S. or foreign commercial banks which the Fund's advisers judge to
      have comparable credit standing

o  securities issued or guaranteed by the U.S. Government, its agencies or
   authorities

o  securities backed by assets

o  repurchase agreements

The dollar weighted average maturity of the Fund will be 90 days or less and the
Fund will buy only those instruments which have remaining maturities of 397 days
or less.

The Fund may invest any portion of its assets in debt securities issued or
guaranteed by U.S. banks and their foreign branches. These include certificates
of deposit, time deposits and bankers' acceptances.

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

The Fund invests only in securities issued and payable in U.S. dollars. Each
investment must have the highest possible short-term rating from at least two
national rating organizations, or one such rating if only one organization rates
that security. Alternatively, the security may have a guarantee that has such a
rating. If the security is not rated, it must be considered of comparable
quality as determined by the Fund's advisers.


                                       17
<PAGE>

The Fund seeks to develop an appropriate portfolio by considering the
differences in yields among securities of different maturities, market sectors
and issuers.


Instead of investing directly in underlying securities, the Fund may invest all
of its assets in another investment company having substantially the same
investment objectives and policies.

The Fund may change any of its investment policies (except its investment
objective) without shareholder approval.

The main investment risks

The Fund attempts to keep its net asset value constant, but there's no guarantee
it will be able to do so.

The value of money market investments tends to fall when prevailing interest
rates rise, although they're generally less sensitive to interest rate changes
than longer-term securities.

Repurchase agreements involve some risk to the Fund if the other party does not
live up to its obligations under the agreement.

The Fund's ability to concentrate its investments in the banking industry could
increase risks. The profitability of banks depends largely on the availability
and cost of funds, which can change depending upon economic conditions. Banks
are also exposed to losses if borrowers get into financial trouble and can't
repay their loans.

Investments in foreign banks and other foreign issuers may be riskier than
investments in the United States. That could be, in part, because of difficulty
converting investments into cash, political and economic instability, the
imposition of government controls, or regulations that don't match US standards.

Although the Fund seeks to be fully invested, it may at times hold some of its
assets in cash. This would hurt the Fund's performance.

[Sidenote:] An investment in the Fund isn't a bank deposit and it isn't insured
or guaranteed by the Federal Deposit Insurance Corporation, The Chase Manhattan
Bank, or any other government agency. Although the Cash Management Money Market
Fund seeks to preserve the value of your investment at $1.00 per share, it is
possible to lose money by investing in the Fund.

[Sidenote:] Securities in the Fund's portfolio may not earn as high a current
income as longer term or lower-quality securities.


                                       18
<PAGE>

The Fund's past performance

This section shows the Fund's performance record. The bar chart shows how the
performance of the Fund has varied from year to year since the predecessor of
the Fund was launched in 1989. This provides some indication of the risks of
investing in the Fund.

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

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

Year-by-year returns

[bar chart goes here]

Footnote: On May 3, 1996, the Hanover Cash Management Fund merged into Cash
Management Fund. The Fund's performance figures for the periods before that date
are for the Hanover fund.


Best quarter:                       _____%, xth quarter, 19__
Worst quarter:                      _____%, xth quarter, 19__


Average annual total returns 
For the periods ending December 31, 1997:



<TABLE>
<CAPTION>
                            Past 1 year                Past 5 years          Since inception 1/17/89
<S>                         <C>                        <C>                   <C>   
Premier Shares              _____%                     _____%                _____%
</TABLE>



Fees and expenses

You don't have to pay any sales charge when you buy or sell Premier shares of
the Fund.

The Fund has a number of operating expenses that it pays out of its assets. You
don't pay any of these directly, but they have the effect of reducing the Fund's
overall returns. The table is based on expenses for the most recent fiscal year.


                                       19
<PAGE>

<TABLE>
<CAPTION>
                                                                                               
                                                                                               Total Fund 
Class of shares             Investment        Distribution       Shareholder      Other        fees and   
                            advisory fee      (12b-1) fees       service fee      expenses     expenses   
<S>                         <C>               <C>                <C>              <C>          <C>  
Premier Shares              0.10%             0.00%              0.25%            0.16%        0.51%
</TABLE>

[Sidenote]

The actual shareholder service fee currently is expected to be 0.19% and the
total fees and expenses are expected not to exceed 0.45%. That's because The
Chase Manhattan Bank (Chase) and some of the Fund's other service providers have
volunteered not to collect a portion of their fees and to reimburse others.
Chase and these other service providers may terminate this arrangement at any
time.


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


Example

This example helps you compare the cost of investing in the Fund with the cost
of investing in other mutual funds. As with all other prospectuses, the example
assumes:

o  you invest $10,000

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

o  your investment has a 5% return each year, and

o  the Fund's operating expenses remain the same as shown above.

Your costs would be:

<TABLE>
<CAPTION>
Number of years:                           1           3           5          10
<S>                                      <C>        <C>         <C>         <C> 
Costs:                                   $52        $164        $285        $640
</TABLE>

This example is for comparison only. Your actual costs may be higher or lower,
depending on the amount you invest and the Fund's actual rate of return.


                                       20
<PAGE>

Prime Money Market Fund

The Fund's objective

The Fund aims to provide the highest possible level of current income while
still maintaining liquidity and preserving capital.

The Fund's approach

The Fund invests in high quality, short-term money market instruments which are
issued and payable in U.S. dollars.

The Fund principally invests in:

o  high quality commercial paper and other short-term debt securities, including
   floating and variable rate demand notes of U.S. and foreign corporations

o  debt securities issued or guaranteed by qualified banks. These are:

   o  U.S. banks with more than $1 billion in total assets, and foreign branches
      of these banks

   o  foreign banks with the equivalent of more than $10 billion in total assets
      and which have branches or agencies in the U.S.

   o  other U.S. or foreign commercial banks which the Fund's advisers judge to
      have comparable credit standing

o  securities issued or guaranteed by the U.S. Government, its agencies or
   authorities
 
o  securities backed by assets

o  repurchase agreements

The dollar weighted average maturity of the Fund will be 60 days or less and the
Fund will buy only those instruments which have remaining maturities of 397 days
or less.

The Fund may invest any portion of its assets in debt securities issued or
guaranteed by U.S. banks and their foreign branches. These include certificates
of deposit, time deposits and bankers' acceptances.

The Fund invests only in securities issued and payable in U.S. dollars. Each
investment must have the highest possible short-term rating from at least two
national rating organizations, or one such rating if only one organization rates
that security. Alternatively, the security may have a guarantee that has such a
rating. If the security is not rated, it must be considered of comparable
quality as determined by the Fund's advisers.

The Fund seeks to develop an appropriate portfolio by considering the
differences in yields among securities of different maturities, market sectors
and issuers.


                                       21
<PAGE>

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


Instead of investing directly in underlying securities, the Fund may invest all
of its assets in another investment company having substantially the same
investment objectives and policies.

The Fund may change any of its investment policies (except its investment
objective) without shareholder approval.

The main investment risks

The Fund attempts to keep its net asset value constant, but there's no guarantee
it will be able to do so.

The value of money market investments tends to fall when prevailing interest
rates rise, although they're generally less sensitive to interest rate changes
than longer-term securities.

Repurchase agreements involve some risk to the Fund if the other party does not
live up to its obligations under the agreement.

The Fund's ability to concentrate its investments in the banking industry could
increase risks. The profitability of banks depends largely on the availability
and cost of funds, which can change depending upon economic conditions. Banks
are also exposed to losses if borrowers get into financial trouble and can't
repay their loans.

Investments in foreign banks and other foreign issuers may be riskier than
investments in the United States. That could be, in part, because of difficulty
converting investments into cash, political and economic instability, the
imposition of government controls, or regulations that don't match US standards.

Although the Fund seeks to be fully invested, it may at times hold some of its
assets in cash. This would hurt the Fund's performance.

[Sidenote:] An investment in the Fund isn't a bank deposit and it isn't insured
or guaranteed by the Federal Deposit Insurance Corporation, The Chase Manhattan
Bank, or any other government agency. Although the Prime Money Market Fund seeks
to preserve the value of your investment at $1.00 per share, it is possible to
lose money by investing in the Fund.

[Sidenote:] Securities in the Fund's portfolio may not earn as high a current
income as longer term or lower-quality securities.

The Fund's past performance


                                       22
<PAGE>

This section shows the Fund's performance record. The bar chart shows how the
performance of the Fund has varied from year to year since the Fund's launch in
1993. This provides some indication of the risks of investing in the Fund.

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

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

Year-by-year returns

[bar chart goes here]


Best quarter:                       _____%, xth quarter, 19__
Worst quarter:                      _____%, xth quarter, 19__


Average annual total returns 
For the periods ending December 31, 1997:


<TABLE>
                            Past one year              Since inception 11/15/93
<S>                         <C>                        <C>   
Premier shares              _____%                     _____%
</TABLE>



Fees and expenses

You don't pay any sales charges when you buy or sell Premier shares of the Fund.
The Fund has a number of operating expenses that it pays out of its assets. You
don't pay any of these directly, but they have the effect of reducing the Fund's
overall returns. The table is based on expenses for the most recent fiscal year.



                                       23
<PAGE>

<TABLE>
<CAPTION>
                                                                                               
                                                                                               Total Fund 
Class of shares             Investment        Distribution       Shareholder      Other        fees and   
                            advisory fee      (12b-1) fees       service fee      expenses     expenses   
<S>                         <C>               <C>                <C>              <C>          <C>  
Premier Shares              0.10%             0.00%              0.25%            0.14%        0.49%
</TABLE>

[Sidenote]

The actual shareholder service fee for Premier shares currently is expected to
be 0.21% and the total fees and expenses are expected not to exceed 0.45%.
That's because The Chase Manhattan Bank (Chase) and some of the Fund's other
service providers have volunteered not to collect a portion of their fees and to
reimburse others. Chase and these other service providers may terminate this
arrangement at any time.


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


Example

This example helps you compare the cost of investing in the Fund with the cost
of investing in other mutual funds. As with all other prospectuses, the example
assumes:

o  you invest $10,000

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

o  your investment has a 5% return each year, and

o  the Fund's operating expenses remain the same as shown above.

Your costs would be:

<TABLE>
<CAPTION>
Number of years:                          1           3           5          10
<S>                                      <C>        <C>         <C>         <C> 
Costs:                                   $50        $157        $274        $616
</TABLE>


This example is for comparison only. Your actual costs may be higher or lower,
depending on the amount you invest and the Fund's actual rate of return.


                                       24
<PAGE>

Tax Free Money Market Fund

The Fund's objective

The Fund aims to provide the highest possible level of current income which is
excluded from gross income, while still preserving capital and maintaining
liquidity.

The Fund's approach

Under normal market conditions, the fund will try to invest 100% of its assets
in municipal obligations, the interest on which is excluded from gross income
and which is not subject to the alternative minimum tax on individuals. .

As a fundamental policy, the Fund will invest at least 80% of its assets in
municipal obligations. The remaining 20% of assets may be invested in securities
which are subject to federal income tax or the federal alternative minimum tax
for individuals. To temporarily defend its assets, the Fund may exceed this
limit.

The Fund may also invest in municipal lease obligations. These provide
participation in municipal lease agreements and installment purchase contracts.

The Fund invests only in securities issued and payable in U.S. dollars.

Each investment must have the highest possible short-term rating from at least
two national rating organizations, or one such rating if only one organization
rates that security. Alternatively, the security may have a guarantee that has
such a rating. If the security is not rated, it must be considered of comparable
quality as determined by the Fund's advisers.

The dollar-weighted average maturity of the Fund will be 90 days or less and the
Fund will buy only those investments which have remaining maturities of 397 days
or less.

The Fund seeks to develop an appropriate portfolio by considering the
differences in yields among securities of different maturities, market sectors
and issuers.

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


Instead of investing directly in underlying securities, the Fund may invest all
of its assets in another investment company having substantially the same
investment objectives and policies.

The Fund may change any of its non-fundamental investment policies (except its
investment objective) without shareholder approval.

The main investment risks

The Fund attempts to keep its net asset value constant, but there's no guarantee
it will be able to do so.


                                       25
<PAGE>

The value of money market investments tends to fall when prevailing interest
rates rise, although they're generally less sensitive to interest rate changes
than longer-term securities.

Changes in a municipality's financial health may make it difficult for the
municipality to make interest and principal payments when due. A number of
municipalities have had significant financial problems recently. This could
decrease the Fund's income or hurt the its ability to preserve capital and
liquidity.

Some municipal obligations, including municipal lease obligations, carry
additional risk. Under some circumstances, municipal obligations do not pay
interest unless the municipality's legislature authorizes money for that
purpose.. They may be difficult to trade and interest payments may be tied only
to a specific stream of revenue.

Since some municipal obligations may be secured or guaranteed by banks and other
institutions, the risk to the Fund could increase if the municipalities have
problems with the banking or financial sector.

Interest on certain municipal obligations is subject to the federal alternate
minimum tax. Normally, up to 20% of the Fund's assets may be invested in
securities that are subject to this tax. Consult your tax professional for more
information.

The Fund may invest in municipal obligations backed by foreign institutions.
This could carry more risk that securities backed by U.S. institutions, in part,
because of political and economic instability, the imposition of government
controls, or regulations that don't match U.S. standards. In addition, more than
25% of the Fund's assets may be invested in securities which rely on similar
projects for their income stream. As a result, the Fund could be more
susceptible to developments which affect those projects.

The Fund is not diversified. It may invest a greater percentage of its assets in
a particular issuer or group of issuers than a diversified fund would. That
makes it more susceptible to economic problems among the institutions issuing
the securities.

Although the Fund seeks to be fully invested, it may at times hold some of its
assets in cash. This would hurt the Fund's performance.

[Sidenote:] An investment in the Fund isn't a bank deposit and it isn't insured
or guaranteed by the Federal Deposit Insurance Corporation, The Chase Manhattan
Bank, or any other government agency. Although the Tax Free Money Market Fund
seeks to preserve the value of your investment at $1.00 per share, it is
possible to lose money by investing in the Fund.


                                       26
<PAGE>

[Sidenote:] Securities in the Fund's portfolio may not earn as high a current
income as longer term or lower-quality securities.

The Fund's past performance

This section shows the Fund's performance record. The bar chart shows how the
performance of the Fund has varied since 1988. This provides some indication of
the risks of investing in the Fund.

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

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

Year-by-year returns

[bar chart goes here]


Best quarter:                       _____%, xth quarter, 19__
Worst quarter:                      _____%, xth quarter, 19__


Average annual total returns 
For the periods ending December 31, 1997:


<TABLE>
<CAPTION>
                        Past 1 year            Past 5 years        Past 10 years
<S>                     <C>                    <C>                 <C>   
Premier Shares          _____%                 _____%              _____%
</TABLE>



Fees and expenses

You don't have to pay any sales charge when you buy or sell Premier shares of
the Fund.

The Fund has a number of operating expenses that it pays out of its assets. You
don't pay any of these directly, but they have the effect of reducing the Fund's
overall returns. The table is based on expenses for the most recent fiscal year.


                                       27
<PAGE>

<TABLE>
<CAPTION>
                                                                                               Total Fund 
Class of shares             Investment        Distribution       Shareholder      Other        fees and   
                            advisory fee      (12b-1) fees       service fee      expenses     expenses   
<S>                         <C>               <C>                <C>              <C>          <C>  
Premier Shares              0.10%             0.00%              0.25%            0.18%        0.53%
</TABLE>



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


Example

This example helps you compare the cost of investing in the Fund with the cost
of investing in other mutual funds. As with all other prospectuses, the example
assumes:

o  you invest $10,000

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

o  your investment has a 5% return each year, and

o  the Fund's operating expenses remain the same as shown above.

Your costs would be:

<TABLE>
<CAPTION>
Number of years:                          1           3           5          10
<S>                                      <C>        <C>         <C>         <C> 
Costs:                                   $54        $170        $296        $665
</TABLE>

This example is for comparison only. Your actual costs may be higher or lower,
depending on the amount you invest and the Fund's actual rate of return.


                                       28
<PAGE>

                             FINANCIAL HIGHLIGHTS

The table set forth below provides selected per share data and ratios for one
Premier Share outstanding throughout the period shown. This information is
supplemented by financial statements and accompanying notes appearing in the
Fund's Annual Report to Shareholders for the period ended August 31, 1997,
which is incorporated by reference into the SAI. Shareholders may obtain a copy
of this annual report by contacting the Fund or their Shareholder Servicing
Agent. The financial statements and notes, as well as the financial information
set forth in the table below, have been audited by Price Waterhouse LLP,
independent accountants, whose report thereon is included in the Annual Report
to Shareholders.

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


<TABLE>
<CAPTION>
                                                             Year         Year        6/3/96*       
                                                            ended         ended       through
                                                           8/31/98       8/31/97      8/31/96
                                                          ---------     ---------    ---------
<S>                                                       <C>            <C>          <C>
PER SHARE OPERATING PERFORMANCE                                          
Net Asset Value, Beginning of Period ....................                $ 1.00       $ 1.00
                                                                         ------       ------
 Income from Investment Operations:                                                  
  Net Investment Income .................................                 0.048        0.011
                                                                         -------      -------
 Less Distributions:                                                                 
  Dividends from Net Investment Income ..................                 0.048        0.011
                                                                         -------      -------
Net Asset Value, End of Period ..........................                $ 1.00       $ 1.00
                                                                         =======      =======
TOTAL RETURN                                                               4.91%        1.11%
Ratios/Supplemental Data                                                             
 Net Assets, End of Period (000 omitted) ................                $5,643       $  227
 Ratio of Expenses to Average Net Assets# ...............                  0.55%        0.42%
 Ratio of Net Investment Income to Average Net Assets#                     4.80%        3.45%
 Ratio of Expenses without waivers and assumption of                                 
   expenses to Average Net Assets# ......................                  0.80%        0.42%
 Ratio of Net Investment Income without waivers and                                  
   assumption of expenses to Average Net Assets# ........                  4.55%        3.45%
</TABLE>


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

<PAGE>

                             FINANCIAL HIGHLIGHTS

The table set forth below provides selected per share data and ratios for one
Premier Share outstanding throughout each period shown. This information is
supplemented by financial statements and accompanying notes appearing in the
Fund's Annual Report to Shareholders for the fiscal year ended August 31, 1997,
which is incorporated by reference into the SAI. Shareholders may obtain a copy
of this annual report by contacting the Fund or their Shareholder Servicing
Agent. The financial statements and notes, as well as the financial information
set forth in the table below, have been audited by Price Waterhouse LLP,
independent accountants, whose report thereon is included in the Annual Report
to Shareholders.

                     VISTA TREASURY PLUS MONEY MARKET FUND


<TABLE>
<CAPTION>

                                                                               Year ended                             4/22/94*   
                                                           -----------------------------------------------------      through
                                                           8/31/98       8/31/97        8/31/96        8/31/95        8/31/94
                                                           -------       -------        -------        -------        -------
<S>                                                        <C>          <C>            <C>            <C>            <C>
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   ..............................                    0.049         0.050           0.050           0.014
                                                                        ---------      ---------      ----------     ----------
 Less Distributions:                                                   
  Dividends from Net Investment Income   ...............                    0.049         0.050           0.050           0.014
                                                                        ---------      ---------      ----------     ----------
Net Asset Value, End of Period  ........................                 $   1.00       $  1.00        $   1.00       $    1.00
                                                                        =========      =========      ==========     ==========
TOTAL RETURN                                                                 4.98%         5.07%           5.17%           1.37%
Ratios/Supplemental Data                                               
 Net Assets, End of Period (000 omitted) ...............                 $131,334      $106,011        $ 18,572       $      36
 Ratio of Expenses to Average Net Assets#   ............                     0.51%         0.52%           0.50%           0.49%
 Ratio of Net Investment Income to                                     
   Average Net Assets# .................................                     4.88%         4.85%           5.23%           3.85%
 Ratio of Expenses without waivers and assumption of                   
   expenses to Average Net Assets# .....................                     0.53%         0.63%           1.57%           0.89%
 Ratio of Net Investment Income without waivers and                    
   assumption of expenses to Average Net Assets#  ......                     4.86%         4.74%           4.16%           3.46%
</TABLE>


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

<PAGE>

                             FINANCIAL HIGHLIGHTS

The table set forth below provides selected per share data and ratios for one
Premier Share outstanding throughout each period shown. This information is
supplemented by financial statements and accompanying notes appearing in the
Fund's Annual Report to Shareholders for the fiscal year ended August 31, 1997,
which is incorporated by reference into the SAI. Shareholders may obtain a copy
of this annual report by contacting the Fund or their Shareholder Servicing
Agent. The financial statements and notes, as well as the financial information
set forth in the table below, have been audited by Price Waterhouse LLP,
independent accountants, whose report thereon is included in the Annual Report
to Shareholders.

                        VISTA FEDERAL MONEY MARKET FUND


<TABLE>
<CAPTION>

                                                                              Year ended                              4/22/94*  
                                                           ----------------------------------------------------       through
                                                           8/31/98      8/31/97        8/31/96        8/31/95         8/31/94
                                                           -------      -------        -------        -------         -------
<S>                                                        <C>         <C>            <C>            <C>            <C>
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         0.050          0.053           0.015
                                                                       ---------      ---------      ---------      ----------
 Less Distributions:                                                
  Dividends from Net Investment Income   ...............                   0.050         0.050          0.053           0.015
                                                                       ---------      ---------      ---------      ----------
Net Asset Value, End of Period  ........................                $   1.00      $   1.00       $   1.00        $   1.00
                                                                       =========      =========      =========      ==========
TOTAL RETURN                                                                5.12%         5.14%          5.40%           1.47%
Ratios/Supplemental Data:                                           
 Net Assets, end of Period (000 omitted) ...............                $399,644      $248,757       $148,512        $ 55,768
 Ratio of Expenses to Average Net Assets#   ............                    0.50%         0.50%          0.49%           0.35%
 Ratio of Net Investment Income to                                  
   Average Net Assets# .................................                    5.01%         4.99%          5.32%           4.38%
 Ratio of Expenses without waivers and assumption of                
   expenses to Average Net Assets# .....................                    0.52%         0.52%          0.59%           0.74%
 Ratio of Net Investment Income without waivers and                 
   assumption of expenses to Average Net Assets#  ......                    4.99%         4.97%          5.22%           4.00%
</TABLE>                                                            
                                                    

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

<PAGE>

                             FINANCIAL HIGHLIGHTS

The table set forth below provides selected per share data and ratios for one
Premier Share outstanding throughout each period shown. This information is
supplemented by financial statements and accompanying notes appearing in the
Fund's Annual Report to Shareholders for the fiscal year ended August 31, 1997,
which is incorporated by reference into the SAI. Shareholders may obtain a copy
of this annual report by contacting the Fund or their Shareholder Servicing
Agent. The financial statements and notes, as well as the financial information
set forth in the table below, for each of the periods commencing subsequent to
June 30, 1992, have been audited by Price Waterhouse LLP, independent
accountants, whose report thereon is included in the Annual Report to
Shareholders. Periods ended prior to July 1, 1992 were audited by other
independent accountants.


                  VISTA U.S. GOVERNMENT MONEY MARKET FUND(1)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                   Year Ended                   11/1/93                   7/1/92    
                                                ---------------------------------------------   through      Year Ended   through   
                                                 8/31/98     8/31/97      8/31/96     8/31/95   8/31/94**     10/31/93    10/31/92* 
                                                --------    ---------    --------    --------   ---------   -----------    -------- 
<S>                                             <C>         <C>          <C>         <C>          <C>          <C>            <C>   
PER SHARE OPERATING PERFORMANCE                                                                                                     
Net Asset Value, Beginning of Period .........               $   1.00    $   1.00    $   1.00   $   1.00    $     1.00     $   1.00 
                                                            ---------    --------    --------   --------    ----------     -------- 
 Income from Investment Operations:                                                                                                 
  Net Investment Income  .....................                  0.050       0.050       0.052      0.027         0.027        0.010 
                                                            ---------    --------    --------   --------    ----------     -------- 
 Less Distributions:                                                                                                                
  Dividends from Net Investment Income  ......                  0.050       0.050       0.052      0.027         0.027        0.010 
                                                            ---------    --------    --------   --------    ----------     -------- 
Net Asset Value, End of Period ...............               $   1.00    $   1.00    $   1.00   $   1.00    $     1.00     $   1.00 
                                                            =========    ========    ========   ========    ==========     ======== 
TOTAL RETURN                                                     5.08%       5.15%       5.31%      2.70%         2.70%        0.98%
Ratios/Supplemental Data:                                                                                                           
 Net Assets, End of Period (000 omitted)   ...               $836,520    $801,665    $763,609   $545,999    $1,609,704     $108,505 
 Ratio of Expenses to Average Net Assets#  ...                   0.55%       0.55%       0.55%      0.55%         0.55%        0.58%
 Ratio of Net Income to Average                                                                                                     
  Net Assets#   ..............................                   4.97%       5.04%       5.22%      3.13%         2.66%        2.87%
 Ratio of Expenses without waivers and                                                                                              
  assumption of expenses to Average                                                                                                 
  Net Assets#   ..............................                   0.60%       0.59%       0.59%      0.61%         0.67%        0.70%
 Ratio of Net Investment Income without                                                                                             
  waivers and assumption of expenses to                                                                                             
  Average Net Assets# ........................                   4.92%       5.00%       5.18%      3.07%         2.54%        2.75%
</TABLE>


<PAGE>

VISTA U.S. GOVERNMENT MONEY MARKET FUND(1)

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

(1)   Trinity Government Fund and Vista U.S. Government Money Market Fund each
      reorganized as a new ortfolio of Mutual Fund Group effective January 1,
      1993 in a tax-free reorganization, and subsequently were reorganized into
      the Trust on October 28, 1994. The new portfolio was named Vista U.S.
      Government Money Market Fund.

 (3)  Includes $0.001 short-term capital gain per share.
   *  In 1992 the Trinity Government Fund, the predecessor to the Vista
      U.S. Government Money Market Fund, changed its fiscal year-end from
      June 30 to October 31.
  **  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.

<PAGE>

                             FINANCIAL HIGHLIGHTS

The table set forth below provides selected per share data and ratios for one
Premier Share outstanding throughout the period shown. This information is
supplemented by financial statements and accompanying notes appearing in the
Fund's Annual Report to Shareholders for the period ended August 31, 1997,
which is incorporated by reference into the SAI. Shareholders may obtain a copy
of this annual report by contacting the Fund or their Shareholder Servicing
Agent. The financial statements and notes, as well as the financial information
set forth in the table below, have been audited by Price Waterhouse LLP,
independent accountants, whose report thereon is included in the Annual Report
to Shareholders.

                          VISTA CASH MANAGEMENT FUND


<TABLE>
<CAPTION>
                                                                    Year           Year         5/6/96*  
                                                                   ended          ended         through
                                                                  8/31/98        8/31/97        8/31/96
                                                                 ---------      ---------      ---------
<S>                                                              <C>            <C>            <C>
PER SHARE OPERATING PERFORMANCE                                               
Net Asset Value, Beginning of Period  ........................                   $  1.00        $   1.00
 Income from Investment Operations:                                           
  Net Investment Income   ....................................                     0.051           0.016
 Less Dividends from Net Investment Income                                    
 ............................................................                      0.051           0.016
Net Asset Value, End of Period  ..............................                   $  1.00        $   1.00
                                                                                 ========       ========
TOTAL RETURN                                                                        5.18%           1.61%
Ratios/Supplemental Data                                                      
 Net Assets, End of Period (000 omitted) .....................                   $375,485       $433,302
 Ratio of Expenses to Average Net Assets#   ..................                      0.50%           0.50%
 Ratio of Net Investment Income to Average Net Assets#  ......                      5.07%           4.93%
 Ratio of Expenses without waivers and assumption of                          
   expenses to Average Net Assets# ...........................                      0.51%           0.52%
 Ratio of Net Investment Income without waivers and                           
   assumption of expenses to Average Net Assets#  ............                      5.06%           4.91%
</TABLE>                                                       


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

<PAGE>

                             FINANCIAL HIGHLIGHTS

The table set forth below provides selected per share data and ratios for one
Premier Share outstanding throughout each period shown. This information is
supplemented by financial statements and accompanying notes appearing in the
Fund's Annual Report to Shareholders for the fiscal year ended August 31, 1997,
which is incorporated by reference into the SAI. Shareholders may obtain a copy
of this annual report by contacting the Fund or their Shareholder Servicing
Agent. The financial statements and notes, as well as the financial information
set forth in the table below, have been audited by Price Waterhouse LLP,
independent accountants, whose report thereon is included in the Annual Report
to Shareholders.

                         VISTA PRIME MONEY MARKET FUND


<TABLE>
<CAPTION>
                                                                     Year ended                         11/15/93*      
                                                  ------------------------------------------------      through 
                                                   8/31/98      8/31/97      8/31/96      8/31/95       8/31/94
                                                  ---------    --------     --------      -------       -------- 
<S>                                               <C>          <C>          <C>           <C>           <C>
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  ........................                 0.052        0.052        0.053         0.027
  Net Realized Loss on Securities ...............                    --           --       (0.003)           --
                                                               --------     --------      -------       -------
  Total Income from Investment Operations  ......                 0.052        0.052        0.050         0.027
 Voluntary Capital Contribution   ...............                    --           --        0.003            --
                                                               --------     --------      -------       -------
 Less Distributions:                                                                                   
  Dividends from Net Investment Income  .........                 0.052        0.052        0.053         0.027
                                                               --------     --------      -------       -------
Net Asset Value, End of Period ..................              $   1.00     $   1.00      $  1.00       $  1.00
                                                               ========     ========      =======       =======
TOTAL RETURN                                                       5.34%        5.32%        5.44%         2.75%
Ratios/Supplemental Data:                                                                              
 Net Assets, end of Period (000 omitted)   ......              $499,308     $418,736      $62,737       $73,253
 Ratio of Expenses to Average Net Assets#  ......                  0.45%        0.45%        0.45%         0.45%
 Ratio of Net Investment Income to                                                                     
   Average Net Assets#   ........................                  5.17%        5.18%        5.24%         3.15%
 Ratio of Expenses without waivers and assumption                                                      
   of expenses to Average Net Assets#   .........                  0.53%        0.51%        0.65%         0.56%
 Ratio of Net Investment Income without waivers                                                        
   and assumption of expenses to Average                                                               
   Net Assets#  .................................                  5.09%        5.12%        5.04%         3.04%
</TABLE>


* Commencement of operations.
# Short periods have been annualized.

<PAGE>

                             FINANCIAL HIGHLIGHTS

The table set forth below provides selected per share data and ratios for one
Premier Share outstanding throughout each period shown. This information is
supplemented by financial statements and accompanying notes appearing in the
Fund's Annual Report to Shareholders for the fiscal year ended August 31, 1997,
which is incorporated by reference into the SAI. Shareholders may obtain a copy
of this annual report by contacting the Fund or their Shareholder Servicing
Agent. The financial statements and notes, as well as the financial information
set forth in the table below have been audited by Price Waterhouse LLP,
independent accountants, whose report thereon is included in the Annual Report
to Shareholders.

                        VISTA TAX FREE MONEY MARKET FUND
- --------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                                      Year        Year        Year        Year       11/1/93    Year Ended      
                                                     Ended        Ended       Ended       Ended      through    ----------
                                                    8/31/98     8/31/97     8/31/96     8/31/95      8/31/94**   10/31/93 
                                                   ---------    --------    --------    --------     --------    --------- 
<S>                                                <C>          <C>         <C>         <C>          <C>         <C>       
PER SHARE OPERATING PERFORMANCE                                                                                            
Net Asset Value, Beginning of Period ............               $   1.00    $   1.00    $   1.00     $   1.00    $   1.00  
                                                                --------    --------    --------     --------    --------  
 Income from Investment Operations:                                                                                        
  Net Investment Income .........................                  0.032       0.031       0.032        0.018       0.022   
                                                                --------    --------    --------     --------    --------   
 Less Distributions:                                                                                                        
  Dividends from Net Investment Income                             0.032       0.031       0.032        0.018       0.022   
                                                                --------    --------    --------     --------    --------   
Net Asset Value, End of Period ..................               $   1.00    $   1.00    $   1.00     $   1.00    $   1.00   
                                                                ========    ========    ========     ========    ========   
TOTAL RETURN                                                        3.19%       3.12%       3.29%        1.79%       2.21%  
Ratios/Supplemental Data:                                                                                                   
 Net Assets, End of Period (000 omitted) ........               $104,759    $145,221    $148,436     $229,306    $225,791   
 Ratio of Expenses to Average Net Assets# .......                   0.53%       0.58%       0.56%        0.55%       0.55%  
 Ratio of Net Investment Income to                                                                                          
  Average Net Assets# ...........................                   3.13%       3.08%       3.21%        2.11%       2.16%  
 Ratio of Expenses without waivers and                                                                                      
  assumption of expenses to Average                                                                                         
  Net Assets# ...................................                   0.53%       0.73%       0.84%        0.78%       0.79%  
 Ratio of Net Investment Income without                                                                                     
  waivers and assumption of expenses to                                                                                     
  Average Net Assets# ...........................                   3.13        2.92%       2.93%        1.89%       1.92%  
</TABLE>




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

<PAGE>

The Fund's investment adviser

The Chase Manhattan Bank (Chase) is the investment adviser to the Fund. Chase is
a wholly owned subsidiary of The Chase Manhattan Corporation (CMC), a bank
holding company. Chase and its predecessors have more than a century of money
management experience.


For the fiscal year ended August 31, 1998, Chase was paid an advisory fee of 
0.10% of the average daily net assets of each Fund.


Chase Asset Management, Inc. is the sub-adviser to every Fund except the Cash
Management Fund and the Tax Free Money Market Fund. Chase Asset Management is a
wholly-owned subsidiary of Chase. It makes the day-to-day investment decisions
for the Funds.

Chase Bank of Texas, National Association (Chase Texas) is the sub-adviser to
the Cash Management Fund and the Tax Free Money Market Fund. Chase Texas and its
predecessor has been in the investment counseling business since 1987. It is a
wholly-owned subsidiary of The Chase Manhattan Corporation and makes the
day-to-day investment decisions for the Funds.

[Sidenote:]

The Year 2000

The Fund, like any business, could be affected if the computer systems on which
it relies fail to properly process information beginning on January 1, 2000. The
Fund's advisers are updating their own systems and encouraging service providers
to do the same, but there's no guarantee these systems will work properly.


                                       29
<PAGE>

How your account works

Buying Fund shares

You don't pay any sales charge (sometimes called a load) when you buy shares in
these funds. The price you pay for your shares is the net asset value per share
(NAV). NAV is the value of everything the Fund owns, minus everything it owes,
divided by the number of shares held by investors. All of these Funds seek to
maintain a stable NAV of $1.00. Each fund uses the amortized cost to value its
portfolio of securities. This method provides more stability in valuations.
However, it may also result in periods during which the stated value of a
security is different than the price the Fund would receive if it sold the
investment.

The NAV of each class of shares is generally calculated as of 4:00 p.m. Eastern
time, each day the Funds are accepting purchase orders. When certain automated
share purchase programs are introduced, we'll also calculate the NAV at 6:00
p.m. for Funds available through those programs. You'll pay the next NAV
calculated after the Chase Vista Funds Service Center receives your order in
proper form. An order is in proper form only after funds are converted into
federal funds.

The center accepts purchase orders on any business day that the Federal Reserve
Bank of New York and the New York Stock Exchange are open. If you send us an
order in proper form by the Fund's cut-off time, we'll process your order at
that day's price and you'll be entitled to all dividends declared on that day.
If we receive your order after the cut-off time, we'll generally process it at
the next day's price, but we may process it that day. If you pay by check before
the cut-off time, we'll generally process your order the next day the Fund is
open for business. Normally, the cut-off (in Eastern time) is:

100% U.S. Treasury Securities Money Market Fund                        Noon
Tax Free Money Market Fund                                             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.

If you buy through an agent and not directly from the Chase Vista Funds Service
Center, the agent could set earlier cut-off times. Each Fund can set an earlier
cut-off time if the Public Securities Association recommends that the U.S.
Government securities market close trading early.

You must provide a Taxpayer Identification Number when you open an account.


                                       30
<PAGE>

The Funds have the right to reject any purchase order.

Box:

To open an account, buy or sell shares or get Fund information, call:
The Vista Service Center
1-800-62-CHASE  [End box]

Qualified investors

Premier shares are available only to qualified investors. These are defined as
institutions, trusts, partnerships, corporations and certain retirement plans
and fiduciary accounts opened by a bank, trust company or thrift institution
which has investment authority over such accounts.

Minimum investments

First time investors must buy a minimum $100,000 worth of Premier Shares in a
Fund to open an account. There are no minimum levels for subsequent purchases,
but you must always have at least $100,000 in your account.

Make your check out to Chase Vista Funds in U.S. dollars. We won't accept credit
cards, cash, or checks from a third party. You cannot sell your shares until
your check has cleared, which could take 15 calendar days. If you buy through an
Automated Clearing House, you can't sell your shares until the payment clears.
That could take more than seven business days. Your purchase will be canceled if
your check doesn't clear and you'll be responsible for any expenses and losses
to the Funds. Orders by wire will be canceled if the Chase Vista Funds Service
Center doesn't receive payment by 4:00 Eastern time on the day you buy.

Opening your account and buying shares

- --------------------------------------------------------------------------------
Through your investment       Tell your representative which Funds you want to  
representative                buy and he or she will contact us. Your           
                              representative may charge you a fee and may offer
                              additional services, such as special purchase and
                              redemption programs, "sweep" programs, cash
                              advances and redemption checks. Your
                              representative may set different minimum
                              investments and earlier cut-off times.

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


                                       31
<PAGE>

Selling Fund shares

You can sell your shares on any day the Chase Vista Funds Service Center is open
for trading, either directly to the Fund or through your investment
representative. You'll receive the next NAV calculated after the Chase Vista
Funds Service Center accepts your order.

Under normal circumstances, if your request is received before the Fund's
cut-off time, the Fund will send you the proceeds the next business day. We
won't accept an order to sell shares if the Fund hasn't collected your payment
for the shares. The Fund may stop accepting orders to sell and may postpone
payments for more than seven days, as federal securities laws permit.

You'll need to have your signature guaranteed if you want your payment sent to
an address other than the one we have in our records. We may also need
additional documents or a letter from a surviving joint owner before selling the
shares.

Selling shares

- --------------------------------------------------------------------------------
Through your investment       Tell your representative which Funds you want to  
representative                sell. He or she will send the necessary documents 
                              to the Fund. Your representative might charge you
                              for this service.

- --------------------------------------------------------------------------------
Through the Chase Vista       Call 1-800-62-CHASE. We will mail you a check or  
Funds Service Center          send the proceeds via electronic transfer or wire.
                              If you have changed your address of record within
                              the previous 30 days or if you sell $25,000 or
                              more worth of Funds by phone, we'll send the
                              proceeds by electronic transfer or by wire only to
                              the bank account on our records. We charge $10 for
                              each transaction by wire.

                              or

                              Send a signed letter with your instructions to :

                              Chase Vista Funds Service Center,
                              P.O. Box 419392
                              Kansas City, MO 64141-6392

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

                                       32
<PAGE>

Distribution arrangements


Vista Fund Distributors Inc. (VFD) is the distributor for the Funds. It is a
subsidiary of The BISYS Group, Inc. and is not affiliated with The Chase
Manhattan Bank. The U.S. Government Money Market Fund has adopted a Rule 12b-1
distribution plan under which it pays up to 0.10% of its Premier Class assets in
distributor fees. This payment covers such things as payments for services
provided by broker-dealers and expenses connected to sale of shares. Payments
are not tied to the amount of actual expenses incurred. Because 12b-1 expenses
are paid out of a fund's assets on an ongoing basis, over time these fees will
increase the cost of your investment and may cost you more than other types of
sales charges.


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 reimbursement for travel expenses, including hotel and meals, in connection
with attending training and educational meetings inside and outside the U.S.


VFD may, in accordance with objective criteria, pay more to some broker dealers
for certain services or activities promoting the sale of Fund shares. Sometimes
these payments are made only to those broker dealers whose employees have sold
or may sell significant amounts of shares of the Funds or other Chase Vista
Funds. VFD pays these amounts outs of compensation it receives from the Funds.


Other information concerning the funds

We may close you account if the balance falls below $100,000 because you've sold
shares. We may also close the account if you fail to meet investment minimums in
12 months. We'll give you 60 days notice before closing your account.

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

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

The Trust has agreements with certain shareholder servicing agents (including
Chase) under which the shareholder servicing agents have agreed to provide
certain support 



                                       33
<PAGE>

services to their customers. For performing these services, each shareholder
servicing agent receives an annual fee of up to 0.25% of the average daily net
assets of the Premier Shares of each Fund held by investors serviced by the
shareholder servicing agent.

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

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


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



                                       34
<PAGE>

Distributions and taxes

The Funds can make money two ways. They can earn income and they can realize
capital gains by selling investments for more than they paid. The fund deducts
any expenses then pays out these earnings to shareholders as distributions.

The Funds declare dividends daily, so your shares can start earning dividends on
the day you buy them. We distribute the dividends monthly in the form of
additional shares, unless you tell us that you want payment in cash or deposited
in a pre-assigned bank account. The taxation of dividends won't be affected by
the form in which you receive them. We distribute any short-term capital gains
at least annually. The Funds do not expect to make long-term capital gains.

Dividends are usually taxable as ordinary income at the federal, state and local
levels. There are exceptions. Dividends of tax-exempt interest income by the Tax
Free Funds are not subject to federal income taxes but will generally be subject
to state and local taxes. The state or municipality where you live may not
charge you state and local taxes on dividends earned on certain bonds. Dividends
earned on bonds issued by the U.S. government and its agencies may also be
exempt from some types of state and local taxes.

Distributions of capital gains are taxable as long term gains no matter how long
you held your shares. This is true whether you receive the payments in cash or
reinvest them in shares of the fund.

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

The above is only a general summary of tax implications of investing in these
Funds. Please consult your tax adviser to see how investing in the Funds will
affect your own tax situation.


                                       35
<PAGE>

Shareholder services

Check Writing

Check writing privileges are available for the Premier shares. Each check you
write must be for at least $2,500. Checks written on joint accounts require only
one signature.

Exchange privileges

You can exchange your Premier shares for shares in certain other Chase Vista
funds. We'll sell your funds at the current net asset value and use the proceeds
to buy your new shares. Carefully read the prospectus of the fund you want to
buy before making an exchange. You'll need to meet any minimum investment
requirements and may have to pay a sales charge. Call 1-800-62-CHASE for
details.

Systematic Investment

You can also set up a systematic exchange program to automatically exchange
shares on a regular basis. It's a free service.

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

You cannot have simultaneous plans for the systematic investment or exchange and
the systematic withdrawal or exchange for the same fund.

Exchange by phone

You may also use our Telephone Exchange Privilege. You can get information by
contacting the Chase Vista Funds Service Center or your investment
representative.


                                       36
<PAGE>

What the terms mean

Commercial paper: Short-term securities with maturities of 1 to 270 days which
are issued by banks, corporations and others.

Demand notes: A debt security with no set maturity date. The investor can
generally demand payment of the principal at any time.

Distribution fee: covers the cost of the distribution system used to sell shares
to the public.

Dollar weighted average maturity: The average maturity of the Fund is the
average amount of time until the organizations that issued the debt securities
in the Fund's portfolio must pay off the principal amount of the debt. "Dollar
weighted" means the larger the dollar value of debt security in the Fund, the
more weight it gets in calculating this average.

Floating rate securities: Securities whose interest rates adjust automatically
whenever a particular interest rate changes.

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

Liquidity: Liquidity is the ability to easily convert investments into cash
without losing a significant amount of money in the process.

Municipal lease obligations: These provide participation in municipal lease
agreements and installment purchase contracts, but are not part of the general
obligations of the municipality.

Municipal obligations: Debt securities issued by or on behalf of states,
territories and possessions or by their agencies or other groups with authority
to act for them. For securities to qualify as municipal obligations, the
municipality's lawyers must give an opinion that the interest on them is not
considered gross income for federal income tax purposes.

Other expenses: miscellaneous items, including transfer agency, custody and
registration fees.

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


                                       37
<PAGE>

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

Variable rate securities: Securities whose interest rates are periodically
adjusted.


                                       38
<PAGE>

[Back Cover Page]

More information

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

Annual and semi-annual reports

Our annual and semi-annual reports contain more information about each Fund's
investments and performance.

Statement of Additional Information (SAI)

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

You can get a free copy of these documents and other information, or ask us any
questions, by calling us at 1-800-62-CHASE or writing to:

Chase Vista Funds Service Center
P.O. Box 419392
Kansas City, MO 64141-6392

If you buy your shares through an institution, you may contact your institution
for more information.

You can also find information online at www.chasevista.com on the internet.

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

Public Reference Section of the SEC 
Washington, DC 20549-6009.
1-800-SEC-0330

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


The Fund's Investment Company Act File No. is 811-8358



                                       39
<PAGE>

Chase Vista Funds
Money Market prospectus



[Front cover page]

Chase Vista Funds

Prospectus
December 29, 1998

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

Institutional Class Shares

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of shares of any of the Funds as an
investment or determined if this prospectus is accurate or complete. It is a
crime to indicate otherwise.


                                       1
<PAGE>

Contents

Information about the Funds                          x
    100% U.S. Treasury Securities               
             Money Market Fund                       x
    Treasury Plus Money Market Fund                  x
    Federal Money Market Fund                        x
    U.S. Government Money Market Fund                x
    Cash Management Fund                             X
    Prime Money Market Fund                          x
    Tax Free Money Market Fund                       x
                                                     
How to invest in the Funds                           x
    How sales charges work                           X
    Buying and selling shares                        X
                                                     
        How to buy shares                            X
        How to sell shares                           X
                                                    
    Dividends, distributions and taxes               x
                                                    
Shareholder services                                 x
                                                    
How to reach us                                      x
                                                    
Financial highlights of the Funds                    x


                                       2
<PAGE>

Information about the Funds

100% U.S. Treasury Securities Money Market Fund

The Fund's objective

The Fund aims to provide the highest possible level of current income while
still maintaining liquidity and providing maximum safety.

The Fund's approach

The Fund invests in direct debt securities of the U.S. Treasury, including
Treasury bills, bonds and notes. These investments carry different interest
rates, maturities and issue dates.

The Fund does not buy securities issued or guaranteed by agencies of the U.S.
government and it does not enter into repurchase agreements. The dollar weighted
average maturity of the Fund will be 90 days or less and the Fund will buy only
those investments which have remaining maturities of 397 days or less.

The Fund invests only in securities issued and payable in U.S. dollars. Each
investment must have the highest possible short-term rating from at least two
national rating organizations, or one such rating if only one organization rates
that security. Alternatively, the security may have a guarantee that has such a
rating. If the security is not rated, it must be considered of comparable
quality as determined by the Fund's advisers.

The Fund seeks to develop an appropriate portfolio by considering the
differences in yields among securities of different maturities and market
sectors.

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


Instead of investing directly in underlying securities, the Fund may invest all
of its assets in another investment company having substantially the same
investment objectives and policies.

The Fund may change any of its investment policies (except its investment
objective) without shareholder approval.

The main investment risks

The Fund attempts to keep its net asset value constant, but there's no guarantee
it will be able to do so.

The value of money market investments tends to fall when prevailing interest
rates rise, although they're generally less sensitive to interest rate changes
than longer-term securities.


                                       3
<PAGE>

Although the Fund seeks to be fully invested, it may at times hold some of its
assets in cash. This would hurt the Fund's performance.

[Sidenote:] An investment in the Fund isn't a bank deposit and it isn't insured
or guaranteed by the Federal Deposit Insurance Corporation, The Chase Manhattan
Bank, or any other government agency. Although the 100% U.S. Treasury Securities
Money Market Fund seeks to preserve the value of your investment at $1.00 per
share, it is possible to lose money by investing in the Fund.

[Sidenote:] Securities in the Fund's portfolio may not earn as high a current
income as longer term or lower-quality securities.

The Fund's past performance

This section shows the Fund's performance record. The bar chart shows how the
performance of the Fund has varied from year to year since the predecessor of
the Fund was launched in 1991. This provides some indication of the risks of
investing in the Fund.

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

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

Year-by-year returns

[bar chart goes here]

Footnote: On May 3, 1996, the Hanover 100% Treasury Securities Money Market Fund
merged into the 100% U.S. Treasury Securities Money Market Fund. The Fund's
performance figures for the period before that date are for the Hanover fund.


Best quarter:                       _____%, xth quarter, 19__
Worst quarter:                      _____%, xth quarter, 19__


Average annual total returns 
For the periods ending December 31, 1997:


<TABLE>
<CAPTION>
                            Past 1 year                Past 5 years          Since inception 7/1/91
<S>                         <C>                        <C>                   <C>   
Institutional Shares        _____%                     _____%                _____%
</TABLE>



                                       4
<PAGE>

Fees and expenses

You don't have to pay any sales charge when you buy or sell Institutional shares
of the Fund.

The Fund has a number of operating expenses that it pays out of its assets. You
don't pay any of these directly, but they have the effect of reducing the Fund's
overall returns. The table is based on expenses for the most recent fiscal year.


<TABLE>
<CAPTION>
                                                                                               
                                                                                               Total Fund
Class of shares             Investment        Distribution       Shareholder      Other        fees and  
                            advisory fee      (12b-1) fees       service fee      expenses     expenses  
<S>                         <C>               <C>                <C>              <C>          <C>  
Institutional Shares        0.10%             0.00%              0.10%            0.14%        0.34%
</TABLE>



[Sidenote]


The actual Shareholder Servicing Fee currently is expected to be 0.06%, other
expenses are expected to be 0.10% and the total fees and expenses are not
expected to exceed 0.26%. That's because The Chase Manhattan Bank (Chase) and
some of the Fund's other service providers have volunteered not to collect a
portion of their fees and to reimburse others. Chase and these other service
providers may terminate this arrangement at any time.


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

Example

This example helps you compare the cost of investing in the Fund with the cost
of investing in other mutual funds. As with all other prospectuses, the example
assumes:

o  you invest $10,000

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

o  your investment has a 5% return each year, and

o  the Fund's operating expenses remain the same as shown above.


                                       5
<PAGE>

Your costs would be:


<TABLE>
<CAPTION>
Number of years:                            1          3           5         10
<S>                                       <C>        <C>        <C>         <C>
Costs:                                    $35        $109       $191       $431
</TABLE>


This example is for comparison only. Your actual costs may be higher or lower,
depending on the amount you invest and the Fund's actual rate of return.


                                       6
<PAGE>

Treasury Plus Money Market Fund

The Fund's objective

The Fund aims to provide the highest possible level of current income while
still maintaining liquidity and preserving capital.

The Fund's approach

The Fund invests in direct debt securities of the U.S. Treasury, including
Treasury bills, bonds and notes. These investments carry different interest
rates, maturities and issue dates.

The Fund also seeks to enhance its performance by investing in repurchase
agreements, using debt securities issued or guaranteed by the U.S. Treasury as
collateral.

The dollar weighted average maturity of the Fund will be 60 days or less and the
Fund will buy only those instruments which have remaining maturities of 397 days
or less.

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

The Fund may invest significantly in securities with floating or variable rates
of interest. Their yields will vary as interest rates change.

The Fund invests only in securities issued and payable in U.S. dollars. Each
investment must have the highest possible short-term rating from at least two
national rating organizations, or one such rating if only one organization rates
that security. Alternatively, the security may have a guarantee that has such a
rating. If the security is not rated, it must be considered of comparable
quality as determined by the Fund's advisers.

The Fund seeks to develop an appropriate portfolio by considering the
differences in yields among securities of different maturities, market sectors
and issuers.


Instead of investing directly in underlying securities, the Fund may invest all
of its assets in another investment company having substantially the same
investment objectives and policies.

The Fund may change any of its investment policies (except its investment
objective) without shareholder approval.

The main investment risks

The Fund attempts to keep its net asset value constant, but there's no guarantee
it will be able to do so.

The value of money market investments tends to fall when prevailing interest
rates rise, although they're generally less sensitive to interest rate changes
than longer-term securities.


                                       7
<PAGE>

Repurchase agreements involve some risk to the Fund if the other party does not
live up to its obligations under the agreement.

Although the Fund seeks to be fully invested, it may at times hold some of its
assets in cash. This would hurt the Fund's performance.

[Sidenote:] An investment in the Fund isn't a bank deposit and it isn't insured
or guaranteed by the Federal Deposit Insurance Corporation, The Chase Manhattan
Bank, or any other government agency. Although the Treasury Plus Money Market
Fund seeks to preserve the value of your investment at $1.00 per share, it is
possible to lose money by investing in the Fund.

[Sidenote:] Securities in the Fund's portfolio may not earn as high a current
income as longer term or lower-quality securities.

The Fund's past performance

This section shows the Fund's performance record. The bar chart shows how the
performance of the Fund has varied from year to year since the Fund was launched
in 1994. This provides some indication of the risks of investing in the Fund.

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

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

Year-by-year returns

[bar chart goes here]


Best quarter:                       _____%, xth quarter, 19__
Worst quarter:                      _____%, xth quarter, 19__



                                       8
<PAGE>

Average annual total returns 
For the periods ending December 31, 1997:


<TABLE>
<CAPTION>
                            Past 1 year                Since inception 4/20/94
<S>                         <C>                        <C>   
Institutional Shares        _____%                     _____%
</TABLE>



Fees and expenses

You don't have to pay any sales charge when you buy or sell Institutional shares
of the Fund.

The Fund has a number of operating expenses that it pays out of its assets. You
don't pay any of these directly, but they have the effect of reducing the Fund's
overall returns. The table is based on expenses for the most recent fiscal year.


<TABLE>
<CAPTION>
                                                                                               
                                                                                               Total Fund  
Class of shares             Investment        Distribution       Shareholder      Other        fees and    
                            advisory fee      (12b-1) fees       service fee      expenses     expenses    
<S>                         <C>               <C>                <C>              <C>          <C>  
Institutional Shares        0.10%             0.00%              0.10%            0.13%        0.33%
</TABLE>


[Sidenote]


The actual Shareholder Servicing Fee currently is expected to be 0.06%, other
expenses are expected to be 0.10% and the total fees and expenses are not
expected to exceed 0.26%. That's because The Chase Manhattan Bank (Chase) and
some of the Fund's other service providers have volunteered not to collect a
portion of their fees and to reimburse others. Chase and these other service
providers may terminate this arrangement at any time.


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

Example

This example helps you compare the cost of investing in the Fund with the cost
of investing in other mutual funds. As with all other prospectuses, the example
assumes:

o  you invest $10,000

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

o  your investment has a 5% return each year, and

o  the Fund's operating expenses remain the same as shown above.


                                       9
<PAGE>

Your costs would be:


<TABLE>
<CAPTION>
Number of years:                           1          3           5          10
<S>                                       <C>        <C>        <C>         <C> 
Costs:                                    $34       $106        $185        $418
</TABLE>


This example is for comparison only. Your actual costs may be higher or lower,
depending on the amount you invest and the Fund's actual rate of return.


                                       10
<PAGE>

Federal Money Market Fund

The Fund's objective

The Fund aims to provide current income while still preserving capital and
maintaining liquidity.

The Fund's approach

The Fund invests primarily in:

o  direct debt securities of the U.S. Treasury, including Treasury bills, bonds
   and notes, and

o  debt securities that certain U.S. government agencies or authorities have
   either issued or guaranteed as to principal and interest.

The Fund does not enter into repurchase agreements. The dollar weighted average
maturity of the Fund will be 90 days or less and the Fund will buy only those
instruments which have remaining maturities of 397 days or less.

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

The Fund may invest significantly in securities with floating or variable rates
of interest. Their yields will vary as interest rates change.

The Fund invests only in securities issued and payable in U.S. dollars. Each
investment must have the highest possible short-term rating from at least two
national rating organizations, or one such rating if only one organization rates
that security. Alternatively, the security may have a guarantee that has such a
rating. If the security is not rated, it must be considered of comparable
quality as determined by the Fund's advisers.

The Fund seeks to develop an appropriate portfolio by considering the
differences in yields among securities of different maturities, market sectors
and issuers.


Instead of investing directly in underlying securities, the Fund may invest all
of its assets in another investment company having substantially the same
investment objectives and policies.

The Fund may change any of its investment policies (except its investment
objective) without shareholder approval.

The main investment risks

The Fund attempts to keep its net asset value constant, but there's no guarantee
it will be able to do so.

The value of money market investments tends to fall when prevailing interest
rates rise, although they're generally less sensitive to interest rate changes
than longer-term securities.


                                       11
<PAGE>

Although the Fund seeks to be fully invested, it may at times hold some of its
assets in cash. This would hurt the Fund's performance.

[Sidenote:] An investment in the Fund isn't a bank deposit and it isn't insured
or guaranteed by the Federal Deposit Insurance Corporation, The Chase Manhattan
Bank, or any other government agency. Although the Federal Money Market Fund
seeks to preserve the value of your investment at $1.00 per share, it is
possible to lose money by investing in the Fund.

[Sidenote:] Securities in the Fund's portfolio may not earn as high a current
income as longer term or lower-quality securities.

The Fund's past performance

This section shows the Fund's performance record. The bar chart shows how the
performance of the Fund has varied from year to year since the Fund was launched
in 1994. This provides some indication of the risks of investing in the Fund.

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

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

Year-by-year returns

[bar chart goes here]


Best quarter:                       _____%, xth quarter, 19__
Worst quarter:                      _____%, xth quarter, 19__



                                       12
<PAGE>

Average annual total returns 
For the period ending December 31, 1997:


<TABLE>
<CAPTION>
                            Past 1 year     Since inception 5/9/94
<S>                         <C>             <C>   
Institutional Shares        _____%          _____%
</TABLE>


Fees and expenses

You don't have to pay any sales charge when you buy or sell Institutional shares
of the Fund.

The Fund has a number of operating expenses that it pays out of its assets. You
don't pay any of these directly, but they have the effect of reducing the Fund's
overall returns. The table is based on expenses for the most recent fiscal year.


<TABLE>
<CAPTION>
                                                                                               Total Fund 
Class of shares             Investment        Distribution       Shareholder      Other        fees and   
                            advisory fee      (12b-1) fees       service fee      expenses     expenses   
<S>                         <C>               <C>                <C>              <C>          <C>  
Institutional Shares        0.10%             0.00%              0.10%            0.16%        0.36%
</TABLE>

The actual Shareholder Servicing Fee currently is expected to be 0.00% and the
total fees and expenses are not expected to exceed 0.26%. That's because The
Chase Manhattan and (Chase) and some of the other service providers have
volunteered not to collect a portion of their fees and to reimburse others.
Chase and these other service providers may terminate this arrangement at any
time.


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

Example

This example helps you compare the cost of investing in the Fund with the cost
of investing in other mutual funds. As with all other prospectuses, the example
assumes:

o  you invest $10,000

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

o  your investment has a 5% return each year, and

o  the Fund's operating expenses remain the same as shown above.

Your costs would be:

<TABLE>
<CAPTION>
Number of years:                           1          3           5          10
<S>                                       <C>        <C>        <C>         <C> 
Costs:                                    $37       $116        $202        $456
</TABLE>

This example is for comparison only. Your actual costs may be higher or lower,
depending on the amount you invest and the Fund's actual rate of return.


                                       13
<PAGE>

U.S. Government Money Market Fund

The Fund's objective

The Fund aims to provide the highest possible level of current income while
still maintaining liquidity and preserving capital.

The Fund's approach

The Fund invests substantially all its assets in:

o  debt securities issued or guaranteed by the U.S. Treasury or agencies or
   authorities of the U.S. Government, and

o  repurchase agreements using these securities as collateral.

The dollar weighted average maturity of the Fund will be 60 days or less and the
Fund will buy only those instruments which have remaining maturities of 397 days
or less.

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

The Fund may invest significantly in securities with floating or variable rates
of interest. Their yields will vary as interest rates change.

The Fund invests only in securities issued and payable in U.S. dollars. Each
investment must have the highest possible short-term rating from at least two
national rating organizations, or one such rating if only one organization rates
that security. Alternatively, the security may have a guarantee that has such a
rating or ratings. If the security is not rated, it must be considered of
comparable quality as determined by the Fund's advisers.

The Fund seeks to develop an appropriate portfolio by considering the
differences in yields among securities of different maturities, market sectors
and issuers.


Instead of investing directly in underlying securities, the Fund may invest all
of its assets in another investment company having substantially the same
investment objectives and policies.

The Fund may change any of its investment policies (except its investment
objective) without shareholder approval.


The main investment risks

The Fund attempts to keep its net asset value constant, but there's no guarantee
it will be able to do so.

The value of money market investments tends to fall when prevailing interest
rates rise, although they're generally less sensitive to interest rate changes
than longer-term securities.


                                       14
<PAGE>

Repurchase agreements involve some risk to the Fund if the other party does not
live up to its obligations under the agreement.

Although the Fund seeks to be fully invested, it may at times hold some of its
assets in cash. This would hurt the Fund's performance.

[Sidenote:] An investment in the Fund isn't a bank deposit and it isn't insured
or guaranteed by the Federal Deposit Insurance Corporation, The Chase Manhattan
Bank, or any other government agency. Although the U.S. Government Money Market
Fund seeks to preserve the value of your investment at $1.00 per share, it is
possible to lose money by investing in the Fund.

[Sidenote:] Securities in the Fund's portfolio may not earn as high a current
income as longer term or lower-quality securities.

The Fund's past performance

This section shows the Fund's performance record. The bar chart shows how the
performance of the Fund has varied from year to year since 1988. This provides
some indication of the risks of investing in the Fund.

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

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

Year-by-year returns

[bar chart goes here]


Best quarter:                       _____%, xth quarter, 19__
Worst quarter:                      _____%, xth quarter, 19__


Average annual total returns

For the periods ending December 31, 1997:
0


<TABLE>
<CAPTION>

                            Past 1 year                Past 5 years                      Past 10 years
<S>                         <C>                        <C>                               <C>   
Institutional Shares        _____%                     _____%                            _____%
</TABLE>



                                       15
<PAGE>


Fees and expenses

You don't have to pay any sales charge when you buy or sell Institutional shares
of the Fund.

The Fund has a number of operating expenses that it pays out of its assets. You
don't pay any of these directly, but they have the effect of reducing the Fund's
overall returns. The table is based on expenses for the most recent fiscal year.


<TABLE>
<CAPTION>
                                                                                               Total Fund 
Class of shares             Investment        Distribution       Shareholder      Other        fees and   
                            advisory fee      (12b-1) fees       service fee      expenses     expenses   
<S>                         <C>               <C>                <C>              <C>          <C>  
Institutional Shares        0.10%             0.00%              0.10%            0.13%        0.33%
</TABLE>



The actual Shareholder Servicing Fee currently is expected to be 0.03% and the
total fees and expenses are not expected to exceed 0.26%. That's because The
Chase Manhattan and (Chase) and some of the other service providers have
volunteered not to collect a portion of their fees and to reimburse others.
Chase and these other service providers may terminate this arrangement at any
time.


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

Example

This example helps you compare the cost of investing in the Fund with the cost
of investing in other mutual funds. As with all other prospectuses, the example
assumes:

o  you invest $10,000

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

o  your investment has a 5% return each year, and

o  the Fund's operating expenses remain the same as shown above.

Your costs would be:


<TABLE>
<CAPTION>
Number of years:                            1          3           5          10
<S>                                       <C>        <C>        <C>         <C> 
Costs:                                    $34       $106        $185        $418
</TABLE>


This example is for comparison only. Your actual costs may be higher or lower,
depending on the amount you invest and the Fund's actual rate of return.

                                       16
<PAGE>

Cash Management Fund

The Fund's objective

The Fund aims to provide the highest possible level of current income while
still maintaining liquidity and preserving capital.

The Fund's approach

The Fund invests in high quality, short-term money market instruments which are
issued and payable in U.S. dollars.

The Fund principally invests in:

o  high quality commercial paper and other short-term debt securities, including
   floating and variable rate demand notes of U.S. and foreign corporations

o  debt securities issued or guaranteed by qualified banks. These are:

   o  U.S. banks with more than $1 billion in total assets and foreign branches
      of these banks

   o  foreign banks with the equivalent of more than $10 billion in total assets
      and which have branches or agencies in the U.S.

   o  other U.S. or foreign commercial banks which the Fund's advisers judge to
      have comparable credit standing

o  securities issued or guaranteed by the U.S. Government, its agencies or
   authorities

o  securities backed by assets

o  repurchase agreements

The dollar weighted average maturity of the Fund will be 90 days or less and the
Fund will buy only those instruments which have remaining maturities of 397 days
or less.

The Fund may invest any portion of its assets in debt securities issued or
guaranteed by U.S. banks and their foreign branches. These include certificates
of deposit, time deposits and bankers' acceptances.

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

The Fund invests only in securities issued and payable in U.S. dollars. Each
investment must have the highest possible short-term rating from at least two
national rating organizations, or one such rating if only one organization rates
that security. Alternatively, the security may have a guarantee that has such a
rating. If the security is not rated, it must be considered of comparable
quality as determined by the Fund's advisers.


                                       17
<PAGE>

The Fund seeks to develop an appropriate portfolio by considering the
differences in yields among securities of different maturities, market sectors
and issuers.


Instead of investing directly in underlying securities, the Fund may invest all
of its assets in another investment company having substantially the same
investment objectives and policies.

The Fund may change any of its investment policies (except its investment
objective) without shareholder approval.

The main investment risks

The Fund attempts to keep its net asset value constant, but there's no guarantee
it will be able to do so.

The value of money market investments tends to fall when prevailing interest
rates rise, although they're generally less sensitive to interest rate changes
than longer-term securities.

Repurchase agreements involve some risk to the Fund if the other party does not
live up to its obligations under the agreement.

The Fund's ability to concentrate its investments in the banking industry could
increase risks. The profitability of banks depends largely on the availability
and cost of funds, which can change depending upon economic conditions. Banks
are also exposed to losses if borrowers get into financial trouble and can't
repay their loans.

Investments in foreign banks and other foreign issuers may be riskier than
investments in the United States. That could be, in part, because of difficulty
converting investments into cash, political and economic instability, the
imposition of government controls, or regulations that don't match US standards.

Although the Fund seeks to be fully invested, it may at times hold some of its
assets in cash. This would hurt the Fund's performance.

[Sidenote:] An investment in the Fund isn't a bank deposit and it isn't insured
or guaranteed by the Federal Deposit Insurance Corporation, The Chase Manhattan
Bank, or any other government agency. Although the Cash Management Money Market
Fund seeks to preserve the value of your investment at $1.00 per share, it is
possible to lose money by investing in the Fund.

[Sidenote:] Securities in the Fund's portfolio may not earn as high a current
income as longer term or lower-quality securities.


                                       18
<PAGE>

The Fund's past performance

This section shows the Fund's performance record. The bar chart shows how the
performance of the Fund has varied from year to year since the predecessor of
the Fund was launched in 1989. This provides some indication of the risks of
investing in the Fund.

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

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

Year-by-year returns

[bar chart goes here]

Footnote: On May 3, 1996, the Hanover Cash Management Fund merged into Cash
Management Fund. The Fund's performance figures for the periods before that date
are for the Hanover fund.


Best quarter:                       _____%, xth quarter, 19__
Worst quarter:                      _____%, xth quarter, 19__


Average annual total returns 
For the periods ending December 31, 1997:


<TABLE>
<CAPTION>
                            Past 1 year                Past 5 years          Since inception 1/17/89
<S>                         <C>                        <C>                   <C>   
Institutional Shares        _____%                     _____%                _____%
</TABLE>



Fees and expenses

You don't have to pay any sales charge when you buy or sell Institutional shares
of the Fund.


                                       19
<PAGE>

The Fund has a number of operating expenses that it pays out of its assets. You
don't pay any of these directly, but they have the effect of reducing the Fund's
overall returns. The table is based on expenses for the most recent fiscal year.


<TABLE>
<CAPTION>
                                                                                               Total Fund 
Class of shares             Investment        Distribution       Shareholder      Other        fees and   
                            advisory fee      (12b-1) fees       service fee      expenses     expenses   
<S>                         <C>                <C>               <C>              <C>          <C>  
Institutional Shares        0.10%              0.00%             0.10%            0.14%        0.34%
</TABLE>



The actual Shareholder Servicing Fee currently is expected to be 0.02% and the
total fees and expenses are not expected to exceed 0.26%. That's because The
Chase Manhattan and (Chase) and some of the other service providers have
volunteered not to collect a portion of their fees and to reimburse others.
Chase and these other service providers may terminate this arrangement at any
time.



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

Example

This example helps you compare the cost of investing in the Fund with the cost
of investing in other mutual funds. As with all other prospectuses, the example
assumes:

o  you invest $10,000

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

o  your investment has a 5% return each year, and

o  the Fund's operating expenses remain the same as shown above.

Your costs would be:


<TABLE>
<CAPTION>
Number of years:                            1          3           5          10
<S>                                       <C>        <C>        <C>         <C> 
Costs:                                    $35        $109       $191        $431
</TABLE>


This example is for comparison only. Your actual costs may be higher or lower,
depending on the amount you invest and the Fund's actual rate of return.


                                       20
<PAGE>

Prime Money Market Fund

The Fund's objective

The Fund aims to provide the highest possible level of current income while
still maintaining liquidity and preserving capital.

The Fund's approach

The Fund invests in high quality, short-term money market instruments which are
issued and payable in U.S. dollars.

The Fund principally invests in:

o  high quality commercial paper and other short-term debt securities, including
   floating and variable rate demand notes of U.S. and foreign corporations

o  debt securities issued or guaranteed by qualified banks. These are:

o  U.S. banks with more than $1 billion in total assets, and foreign branches of
   these banks

   o  foreign banks with the equivalent of more than $10 billion in total assets
      and which have branches or agencies in the U.S.

   o  other U.S. or foreign commercial banks which the Fund's advisers judge to
      have comparable credit standing

o  securities issued or guaranteed by the U.S. Government, its agencies or
   authorities

o  securities backed by assets

o  repurchase agreements

The dollar weighted average maturity of the Fund will be 60 days or less and the
Fund will buy only those instruments which have remaining maturities of 397 days
or less.

The Fund may invest any portion of its assets in debt securities issued or
guaranteed by U.S. banks and their foreign branches. These include certificates
of deposit, time deposits and bankers' acceptances.

The Fund invests only in securities issued and payable in U.S. dollars. Each
investment must have the highest possible short-term rating from at least two
national rating organizations, or one such rating if only one organization rates
that security. Alternatively, the security may have a guarantee that has such a
rating. If the security is not rated, it must be considered of comparable
quality as determined by the Fund's advisers.

The Fund seeks to develop an appropriate portfolio by considering the
differences in yields among securities of different maturities, market sectors
and issuers.


                                       21
<PAGE>

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


Instead of investing directly in underlying securities, the Fund may invest all
of its assets in another investment company having substantially the same
investment objectives and policies.

The Fund may change any of its investment policies (except its investment
objective) without shareholder approval.

The main investment risks

The Fund attempts to keep its net asset value constant, but there's no guarantee
it will be able to do so.

The value of money market investments tends to fall when prevailing interest
rates rise, although they're generally less sensitive to interest rate changes
than longer-term securities.

Repurchase agreements involve some risk to the Fund if the other party does not
live up to its obligations under the agreement.

The Fund's ability to concentrate its investments in the banking industry could
increase risks. The profitability of banks depends largely on the availability
and cost of funds, which can change depending upon economic conditions. Banks
are also exposed to losses if borrowers get into financial trouble and can't
repay their loans.

Investments in foreign banks and other foreign issuers may be riskier than
investments in the United States. That could be, in part, because of difficulty
converting investments into cash, political and economic instability, the
imposition of government controls, or regulations that don't match US standards.

Although the Fund seeks to be fully invested, it may at times hold some of its
assets in cash. This would hurt the Fund's performance.

[Sidenote:] An investment in the Fund isn't a bank deposit and it isn't insured
or guaranteed by the Federal Deposit Insurance Corporation, The Chase Manhattan
Bank, or any other government agency. Although the Prime Money Market Fund seeks
to preserve the value of your investment at $1.00 per share, it is possible to
lose money by investing in the Fund.

[Sidenote:] Securities in the Fund's portfolio may not earn as high a current
income as longer term or lower-quality securities.

The Fund's past performance


                                       22
<PAGE>

This section shows the Fund's performance record. The bar chart shows how the
performance of the Fund has varied from year to year since the Fund's launch in
1993. This provides some indication of the risks of investing in the Fund.

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

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

Year-by-year returns

[bar chart goes here]


Best quarter:                       _____%, xth quarter, 19__
Worst quarter:                      _____%, xth quarter, 19__


Average annual total returns 
For the periods ending December 31, 1997:


<TABLE>
<CAPTION>
                            Past one year              Since inception 11/15/93
<S>                         <C>                        <C>   
Institutional shares        _____%                     _____%
</TABLE>



Fees and expenses

You don't have to pay any sales charge when you buy or sell Institutional shares
of the fund. The Fund has a number of operating expenses that it pays out of its
assets. You don't pay any of these directly, but they have the effect of
reducing the Fund's overall returns. The table is based on expenses for the most
recent fiscal year.


<TABLE>
<CAPTION>
                                                                                               Total Fund 
Class of shares             Investment        Distribution       Shareholder      Other        fees and   
                            advisory fee      (12b-1) fees       service fee      expenses     expenses   
<S>                         <C>                <C>               <C>              <C>          <C>  
Institutional Shares        0.10%              0.00%             0.10%            0.14%        0.34%
</TABLE>

The Shareholder Servicing Fee currently is expected to be 0.02% and the total
fees and expenses are not expected to exceed 0.26%. That's because The Chase
Manhattan and (Chase) and some of the other service providers have volunteered
not to collect a portion of their fees and to reimburse others. Chase and these
other service providers may terminate this arrangement at any time.


                                       23
<PAGE>

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

Example

This example helps you compare the cost of investing in the Fund with the cost
of investing in other mutual funds. As with all other prospectuses, the example
assumes:

o  you invest $10,000

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

o  your investment has a 5% return each year, and

o  the Fund's operating expenses remain the same as shown above.

Your costs would be:


<TABLE>
<CAPTION>
Number of years:                            1          3           5          10
<S>                                       <C>        <C>        <C>         <C> 
Costs:                                    $35       $109        $191        $431
</TABLE>



This example is for comparison only. Your actual costs may be higher or lower,
depending on the amount you invest and the Fund's actual rate of return.


                                       24
<PAGE>

Tax Free Money Market Fund

The Fund's objective

The Fund aims to provide the highest possible level of current income which is
excluded from gross income, while still preserving capital and maintaining
liquidity.

The Fund's approach

Under normal market conditions, the fund will try to invest 100% of its assets
in municipal obligations, the interest on which is excluded from gross income
and which is not subject to the alternative minimum tax on individuals. .

As a fundamental policy, the Fund will invest at least 80% of its assets in
municipal obligations. The remaining 20% of assets may be invested in securities
which are subject to federal income tax or the federal alternative minimum tax
for individuals. To temporarily defend its assets, the Fund may exceed this
limit.

The Fund may also invest in municipal lease obligations. These provide
participation in municipal lease agreements and installment purchase contracts.

The Fund invests only in securities issued and payable in U.S. dollars.

Each investment must have the highest possible short-term rating from at least
two national rating organizations, or one such rating if only one organization
rates that security. Alternatively, the security may have a guarantee that has
such a rating. If the security is not rated, it must be considered of comparable
quality as determined by the Fund's advisers.

The dollar-weighted average maturity of the Fund will be 90 days or less and the
Fund will buy only those investments which have remaining maturities of 397 days
or less.

The Fund seeks to develop an appropriate portfolio by considering the
differences in yields among securities of different maturities, market sectors
and issuers.

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


Instead of investing directly in underlying securities, the Fund may invest all
of its assets in another investment company having substantially the same
investment objectives and policies.

The Fund may change any of its non-fundamental investment policies (except its
investment objective) without shareholder approval.

The main investment risks

The Fund attempts to keep its net asset value constant, but there's no guarantee
it will be able to do so.


                                       25
<PAGE>

The value of money market investments tends to fall when prevailing interest
rates rise, although they're generally less sensitive to interest rate changes
than longer-term securities.

Changes in a municipality's financial health may make it difficult for the
municipality to make interest and principal payments when due. A number of
municipalities have had significant financial problems recently. This could
decrease the Fund's income or hurt the its ability to preserve capital and
liquidity.

Some municipal obligations, including municipal lease obligations, carry
additional risk. Under some circumstances, municipal obligations do not pay
interest unless the municipality's legislature authorizes money for that
purpose.. They may be difficult to trade and interest payments may be tied only
to a specific stream of revenue.

Since some municipal obligations may be secured or guaranteed by banks and other
institutions, the risk to the Fund could increase if the municipalities have
problems with the banking or financial sector.

Interest on certain municipal obligations is subject to the federal alternate
minimum tax. Normally, up to 20% of the Fund's assets may be invested in
securities that are subject to this tax. Consult your tax professional for more
information.

The Fund may invest in municipal obligations backed by foreign institutions.
This could carry more risk that securities backed by U.S. institutions, in part,
because of political and economic instability, the imposition of government
controls, or regulations that don't match U.S. standards. In addition, more than
25% of the Fund's assets may be invested in securities which rely on similar
projects for their income stream. As a result, the Fund could be more
susceptible to developments which affect those projects.

The Fund is not diversified. It may invest a greater percentage of its assets in
a particular issuer or group of issuers than a diversified fund would. That
makes it more susceptible to economic problems among the institutions issuing
the securities.

Although the Fund seeks to be fully invested, it may at times hold some of its
assets in cash. This would hurt the Fund's performance.

[Sidenote:] An investment in the Fund isn't a bank deposit and it isn't insured
or guaranteed by the Federal Deposit Insurance Corporation, The Chase Manhattan
Bank, or any other government agency. Although the Tax Free Money Market Fund
seeks to preserve the value of your investment at $1.00 per share, it is
possible to lose money by investing in the Fund.


                                       26
<PAGE>

[Sidenote:] Securities in the Fund's portfolio may not earn as high a current
income as longer term or lower-quality securities.

The Fund's past performance

This section shows the Fund's performance record. The bar chart shows how the
performance of the Fund has varied since 1988. This provides some indication of
the risks of investing in the Fund.

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

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

Year-by-year returns

[bar chart goes here]


Best quarter:                       _____%, xth quarter, 19__
Worst quarter:                      _____%, xth quarter, 19__


Average annual total returns 
For the periods ending December 31, 1997:


<TABLE>
<CAPTION>
                            Past 1 year          Past 5 years      Past 10 years
<S>                         <C>                  <C>               <C>   
Institutional Shares        _____%               _____%            _____%
</TABLE>



Fees and expenses

You don't have to pay any sales charge when you buy or sell Institutional shares
of the Fund.

The Fund has a number of operating expenses that it pays out of its assets. You
don't pay any of these directly, but they have the effect of reducing the Fund's
overall returns. The table is based on expenses for the most recent fiscal year.


                                       27
<PAGE>

<TABLE>
<CAPTION>
                                                                                               
                                                                                               Total Fund
Class of shares             Investment        Distribution       Shareholder      Other        fees and  
                            advisory fee      (12b-1) fees       service fee      expenses     expenses  
<S>                         <C>               <C>                <C>              <C>          <C>  
Institutional Shares        0.10%             0.00%              0.10%            0.16%        0.36%
</TABLE>



The actual Shareholder Servicing Fee currently is expected to be 0.00% and the
total fees and expenses are not expected to exceed 0.26%. That's because The
Chase Manhattan and (Chase) and some of the other service providers have
volunteered not to collect a portion of their fees and to reimburse others.
Chase and these other service providers may terminate this arrangement at any
time.


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

Example

This example helps you compare the cost of investing in the Fund with the cost
of investing in other mutual funds. As with all other prospectuses, the example
assumes:

o  you invest $10,000

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

o  your investment has a 5% return each year, and

o  the Fund's operating expenses remain the same as shown above.

Your costs would be:


<TABLE>
<CAPTION>
Number of years:                           1          3           5          10
<S>                                       <C>        <C>        <C>         <C> 
Costs:                                    $37       $116        $202        $456
</TABLE>


This example is for comparison only. Your actual costs may be higher or lower,
depending on the amount you invest and the Fund's actual rate of return.


                                       28
<PAGE>

                             FINANCIAL HIGHLIGHTS

The table set forth below provides selected per share data and ratios for one
Institutional Share outstanding throughout each period shown. This information
is supplemented by financial statements and accompanying notes appearing in the
Fund's Annual Report to Shareholders for the period ended August 31, 1997,
which is incorporated by reference into the SAI. Shareholders may obtain a copy
of this annual report by contacting the Fund. The financial statements and
notes, as well as the financial information set forth in the table below, have
been audited by Price Waterhouse LLP, independent accountants, whose report
thereon is included in the Annual Report to Shareholders.

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


<TABLE>
<CAPTION>
                                                                     Year           Year        6/3/96*   
                                                                    ended          ended        through
                                                                   8/31/98        8/31/97       8/31/96
                                                                  ---------      --------      ---------
<S>                                                               <C>            <C>           <C>
PER SHARE OPERATING PERFORMANCE                                                
Net Asset Value, Beginning of Period  ........................                    $   1.00      $   1.00
 Income from Investment Operations:                                            
   Net Investment Income  ....................................                       0.051         0.012
 Less Distributions:                                                           
   Dividends from net investment income  .....................                       0.051      $   0.12
                                                                                 =========     =========
Net Asset Value, End of Period  ..............................                    $   1.00      $   1.00
TOTAL RETURN                                                                          5.20%         1.23%
                                                                                 =========     =========
Ratios/Supplemental Data:                                                      
 Net Assets, End of Period (000 omitted) .....................                    $ 81,273      $      1
 Ratio of Expenses to Average Net Assets#   ..................                        0.27%         0.21%
 Ratio of Net Investment Income to Average Net Assets#  ......                        5.06%         3.65%
 Ratio of Expenses without waivers and assumption of expenses                  
   to Average Net Assets# ....................................                        0.27%         0.21%
 Ratio of Net Investment Income without waivers and assumption                 
   of Expenses to Average Net Assets# ........................                        5.06%         3.65%
</TABLE>                                                       


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

<PAGE>

                             FINANCIAL HIGHLIGHTS

The table set forth below provides selected per share data and ratios for one
Institutional Share outstanding throughout each period shown. This information
is supplemented by financial statements and accompanying notes appearing in the
Fund's Annual Report to Shareholders for the fiscal year ended August 31, 1997,
which is incorporated by reference into the SAI. Shareholders may obtain a copy
of this annual report by contacting the Fund. The financial statements and
notes, as well as the financial information set forth in the table below, have
been audited by Price Waterhouse LLP, independent accountants, whose report
thereon is included in the Annual Report to Shareholders.

                     VISTA TREASURY PLUS MONEY MARKET FUND


<TABLE>
<CAPTION>
                                                             Year           Year           Year           Year       4/20/94*
                                                            ended           ended          ended         ended        through
                                                           8/31/98        8/31/97        8/31/96        8/31/95       8/31/95
                                                          ---------      ---------      ---------      --------      -------
<S>                                                       <C>            <C>            <C>            <C>           <C>
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  ..............................                    0.051          0.052         0.053         0.014
                                                                         --------       --------       -------       -------
 Less Distributions:                                                                                                
   Dividends from Net Investment Income  ...............                    0.051          0.052         0.053         0.014
                                                                         --------       --------       -------       -------
Net Asset Value, End of Period  ........................                 $   1.00       $   1.00       $  1.00       $  1.00
                                                                         ========       ========       =======       =======
TOTAL RETURN                                                                 5.24%          5.29%         5.36%         1.45%
Ratios/Supplemental Data:                                                                                           
 Net Assets, End of Period (000 omitted) ...............                 $291,546       $188,513       $17,636       $14,976
 Ratio of Expenses to Average Net Assets#   ............                     0.26%          0.30%         0.32%         0.32%
 Ratio of Net Investment Income to                                                                                  
   Average Net Assets# .................................                     5.16%          5.11%         5.21%         3.93%
 Ratio of Expenses without waivers and                                                                              
   assumption of expenses to Average Net Assets#  ......                     0.26%          0.38%         0.89%         0.53%
 Ratio of Net Investment Income without waivers and                                                                 
   assumption of Expenses to Average Net Assets#  ......                     5.16%          5.03%         4.64%         3.72%
</TABLE>


* Commencement of operations.
# Short periods have been annualized.

<PAGE>

                             FINANCIAL HIGHLIGHTS

The table set forth below provides selected per share data and ratios for one
Institutional Share outstanding throughout each period shown. This information
is supplemented by financial statements and accompanying notes appearing in the
Fund's Annual Report to Shareholders for the fiscal year ended August 31, 1997,
which is incorporated by reference into the SAI. Shareholders may obtain a copy
of this annual report by contacting the Fund. The financial statements and
notes, as well as the financial information set forth in the table below, have
been audited by Price Waterhouse LLP, independent accountants, whose report
thereon is included in the Annual Report to Shareholders.

                        VISTA FEDERAL MONEY MARKET FUND


<TABLE>
<CAPTION>
                                                         Year          Year         Year         Year       4/20/94*    
                                                        ended          ended        ended        ended      through
                                                       8/31/98       8/31/97      8/31/96      8/31/95      8/31/94
                                                      ---------     ---------    ---------    ---------    ---------
<S>                                                   <C>           <C>          <C>          <C>          <C>
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 ...........................                    0.052        0.052        0.054         0.015
                                                                    ---------    ---------    ---------    ----------
 Less Distributions:                                               
   Dividends from Net Investment Income ............                    0.052        0.052        0.054         0.015
                                                                    ---------    ---------    ---------    ----------
Net Asset Value, End of Period .....................                 $   1.00     $   1.00     $   1.00     $    1.00
                                                                    =========    =========    =========    ==========
TOTAL RETURN                                                             5.35%        5.35%        5.57%         1.54%
Ratios/Supplemental Data:                                          
 Net Assets, End of Period (000 omitted)   .........                 $130,659     $141,312     $113,591     $ 117,364
 Ratio of Expenses to Average Net Assets#  .........                     0.27%        0.30%        0.31%         0.30%
 Ratio of Net Investment Income to                                 
   Average Net Assets#   ...........................                     5.23%        5.20%        5.45%         4.26%
 Ratio of Expenses without waivers and                             
   assumption of expenses to Average Net Assets# ...                     0.27%        0.30%        0.37%         0.49%
 Ratio of Net Investment Income without waivers and                
   assumption of expenses to Average Net Assets# ...                     5.23%        5.20%        5.39%         4.06%
</TABLE>


* Commencement of operations.
# Short periods have been annualized.

<PAGE>

                             FINANCIAL HIGHLIGHTS

The table set forth below provides selected per share data and ratios for one
Institutional Share outstanding throughout each period shown. This information
is supplemented by financial statements and accompanying notes appearing in the
Fund's Annual Report to Shareholders for the fiscal year ended August 31, 1997,
which is incorporated by reference into the SAI. Shareholders may obtain obtain
a copy of this annual report by contacting the Fund. The financial statements
and notes, as well as the financial information set forth in the table below,
have been audited by Price Waterhouse LLP, independent accountants, whose
report thereon is included in the Annual Report to Shareholders.

                    VISTA U.S. GOVERNMENT MONEY MARKET FUND


<TABLE>
<CAPTION>
                                                        Year          Year           Year          Year       12/10/93* 
                                                       ended         ended          ended          ended        through
                                                      8/31/98       8/31/97        8/31/96       8/31/95       8/31/94+
                                                     ---------    -----------    -----------    ---------    -----------
<S>                                                  <C>          <C>            <C>            <C>          <C>
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   ........................                    0.053          0.053        0.055        0.026
                                                                  ----------     ----------     --------     --------
 Less Distributions:                                                                                       
   Dividends from net investment income   .........                    0.053          0.053        0.055        0.026
                                                                  ----------     ----------     --------     --------
Net Asset Value, End of Period   ..................               $     1.00     $     1.00     $   1.00     $   1.00
                                                                  ==========     ==========     ========     ========
TOTAL RETURN                                                            5.40%          5.45%        5.60%        2.61%
Ratios/Supplemental Data:                                                                                  
 Net Assets, End of Period (000 omitted)  .........               $2,955,206     $1,181,763     $466,083     $212,810
 Ratio of Expenses to Average Net Assets# .........                     0.24%          0.27%        0.27%        0.27%
 Ratio of Net Investment Income to                                                                         
   Average Net Asset#   ...........................                     5.29%          5.30%        5.58%        3.81%
 Ratio of Expenses without waivers and assumption                                                          
   of expenses to Average Net Assets#  ............                     0.24%          0.27%        0.28%        0.27%
 Ratio of Net Investment Income without waivers and                                                        
   assumption of Expenses to Average Net Assets#                        5.29%          5.30%        5.57%        3.81%
</TABLE>


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

<PAGE>

                             FINANCIAL HIGHLIGHTS

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

                          VISTA CASH MANAGEMENT FUND


<TABLE>
<CAPTION>
                                                                    Year          Year         5/6/96*  
                                                                   ended          ended        through
                                                                  8/31/98       8/31/97        8/31/96
                                                                 ---------     ---------      ---------
<S>                                                              <C>           <C>            <C>
PER SHARE OPERATING PERFORMANCE                                             
Net Asset Value, Beginning of Period  ........................                 $   1.00      $   1.00
 Income from Investment Operations:                                         
   Net Investment Income  ....................................                    0.053         0.017
 Less Distributions:                                                        
   Dividends from Net Investment Income  .....................                    0.053         0.017
Net Asset Value, End of Period  ..............................                 $   1.00      $   1.00
                                                                               ========      ========
TOTAL RETURN                                                                       5.45%         1.69%
Ratios/Supplemental Data:                                                   
 Net Assets, End of Period (000 omitted) .....................                 $924,099      $657,002
 Ratio of Expenses to Average Net Assets#   ..................                     0.24%         0.25%
 Ratio of Net Investment Income to Average Net Asset#   ......                     5.34%         5.22%
 Ratio of Expenses without waivers and assumption of expenses               
   to Average Net Assets# ....................................                     0.24%         0.25%
 Ratio of Net Investment Income without waivers and assumption              
   of Expenses to Average Net Assets# ........................                     5.34%         5.22%
</TABLE>                                                       


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

<PAGE>

                             FINANCIAL HIGHLIGHTS

The table set forth below provides selected per share data and ratios for one
Institutional Share outstanding throughout each period shown. This information
is supplemented by financial statements and accompanying notes appearing in the
Fund's Annual Report to Shareholders for the fiscal year ended August 31, 1997,
which is incorporated by reference into the SAI. Shareholders may obtain a copy
of this annual report by contacting the Fund. The financial statements and
notes, as well as the financial information set forth in the table below, have
been audited by Price Waterhouse LLP, independent accountants, whose report
thereon is included in the Annual Report to Shareholders.

                         VISTA PRIME MONEY MARKET FUND


<TABLE>
<CAPTION>

                                                             Year          Year           Year          Year       4/26/94*    
                                                            ended         ended           ended         ended       through
                                                           8/31/98       8/31/97        8/31/96       8/31/95       8/31/94+
                                                          ---------    -----------     ---------     ---------     -------
<S>                                                       <C>          <C>             <C>           <C>           <C>
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         0.054         0.055        0.014
  Net Gains or (Losses) in Securities                                
    (both realized and unrealized) .....................                       --            --        (0.003)          --
                                                                       ----------      --------      --------      -------
  Total from Investment Operations .....................                    0.054         0.054         0.052        0.014
                                                                       ----------      --------      --------      -------
 Voluntary Capital Contribution ........................                       --            --         0.003           --
                                                                       ----------      --------      --------      -------
 Less Distributions:                                                 
   Dividends from Net Investment Income  ...............                    0.054         0.054         0.055        0.014
                                                                       ----------      --------      --------      -------
Net Asset Value, End of Period  ........................               $     1.00      $   1.00      $   1.00      $  1.00
                                                                       ==========      ========      ========      =======
TOTAL RETURN                                                                 5.49%         5.51%         5.62%        1.50%
Ratios/Supplemental Data:                                            
 Net Assets, End of Period (000 omitted) ...............               $1,347,651      $724,544      $185,640      $57,961
 Ratio of Expenses to Average Net Assets#   ............                     0.25%         0.26%         0.27%        0.27%
 Ratio of Net Investment Income to                                   
   Average Net Assets# .................................                     5.37%         5.33%         5.57%        4.21%
 Ratio of Expenses without waivers and assumption                    
   of expenses to Average Net Assets# ..................                     0.25%         0.26%         0.35%        0.37%
 Ratio of Net Investment Income without waivers and                  
   assumption of expenses to Average Net Assets#  ......                     5.37%         5.33%         5.49%        4.11%
</TABLE>                                                 


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

<PAGE>

                             FINANCIAL HIGHLIGHTS

The table set forth below provides selected per share data and ratios for one
Institutional Share outstanding throughout each period shown. This information
is supplemented by financial statements and accompanying notes appearing in the
Fund's Annual Report to Shareholders for the fiscal year ended August 31, 1997,
which is incorporated by reference into the SAI. Shareholders may obtain a copy
of this annual report by contacting the Fund. The financial statements and
notes, as well as the financial information set forth in the table below, have
been audited by Price Waterhouse LLP, independent accountants, whose report
thereon is included in the Annual Report to Shareholders.

                       VISTA TAX FREE MONEY MARKET FUND


<TABLE>
<CAPTION>
                                                          Year         Year        Year        Year      11/1/93*
                                                         ended         ended       ended       ended     through
                                                        8/31/98      8/31/97     8/31/96     8/31/95     8/31/94
                                                       ---------    ---------   ---------   ---------   ---------
<S>                                                    <C>          <C>         <C>         <C>         <C>
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 ...........................                   0.036       0.034       0.035       0.019
                                                                    --------    --------    --------    --------
 Less Distributions:                                               
   Dividends from Net Investment Income ............                   0.036       0.034       0.035       0.019
                                                                    --------    --------    --------    --------
Net Asset Value, End of Period .....................                $   1.00    $   1.00    $   1.00    $   1.00
                                                                    ========    ========    ========    ========
TOTAL RETURN                                                            3.45%       3.40%       3.53%       1.95%
Ratios/Supplemental Data:                                          
 Net Assets, End of Period (000 omitted)   .........                $286,204    $148,536    $108,494    $110,332
 Ratio of Expenses to Average Net Assets#  .........                    0.26%       0.31%       0.33%       0.34%
 Ratio of Net Investment Income to                                 
   Average Net Assets#   ...........................                    3.41%       3.33%       3.46%       2.38%
 Ratio of Expenses without waivers and assumption                  
   of expenses to Average Net Assets#   ............                    0.26%       0.31%       0.34%       0.34%
 Ratio of Net Investment Income without waivers and                
   assumption of expenses to Average Net Assets# ...                    3.41%       3.33%       3.45%       2.38%
</TABLE>                                            

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

<PAGE>

The Fund's investment adviser

The Chase Manhattan Bank (Chase) is the investment adviser to the Fund. Chase is
a wholly owned subsidiary of The Chase Manhattan Corporation (CMC), a bank
holding company. Chase and its predecessors have more than a century of money
management experience.


For the fiscal year ended August 31, 1998, Chase was paid an advisory fee of 
0.10% of the average daily net assets of each Fund.


Chase Asset Management Inc. is the sub-adviser to every Fund except the Cash
Management Fund and the Tax Free Money Market Fund. Chase Asset Management is a
wholly-owned subsidiary of Chase. It makes the day-to-day investment decisions
for the Funds.

Chase Bank of Texas, National Association (Chase Texas) is the sub-adviser to
the Cash Management Fund and the Tax-Free Money Market Fund. Chase Texas and its
predecessor has been in the investment counseling business since 1987 and is a
wholly-owned subsidiary of The Chase Manhattan Corporation. It makes the
day-to-day investment decisions for the Funds.

[Sidenote:]

The Year 2000

The Fund, like any business, could be affected if the computer systems on which
it relies fail to properly process information beginning on January 1, 2000. The
Fund's advisers are updating their own systems and encouraging service providers
to do the same, but there's no guarantee these systems will work properly.


                                       30
<PAGE>

How your account works

Buying Fund shares

You don't pay any sales charge (sometimes called a load) when you buy shares in
these funds. The price you pay for your shares is the net asset value per share
(NAV). NAV is the value of everything the Fund owns, minus everything it owes,
divided by the number of shares held by investors. All of these Funds seek to
maintain a stable NAV of $1.00. Each fund uses the amortized cost to value its
portfolio of securities. This method provides more stability in valuations.
However, it may also result in periods during which the stated value of a
security is different than the price the Fund would receive if it sold the
investment.

The NAV of each class of shares is generally calculated as of 4:00 p.m. Eastern
time, each day the Funds are accepting purchase orders. When certain automated
share purchase programs are introduced, we'll also calculate the NAV at 6:00
p.m. for Funds available through those programs. You'll pay the next NAV
calculated after the Chase Vista Funds Service Center receives your order in
proper form. An order is in proper form only after funds are converted into
federal funds.

Only qualified investors can buy these shares. The list of qualified investors
includes institutions, trusts, partnerships, corporations, retirement plans and
fiduciary accounts opened by banks, trust companies or thrift institutions which
exercise investment authority over such accounts.

You can buy shares only through financial service firms, such as broker-dealers
and banks that have an agreement with the Funds. Shares are available on any
business day the Federal Reserve Bank of New York and the New York Stock
Exchange are open. If we receive your order by the Fund's cut-off time, we'll
process your order at that day's price and you'll be entitled to all dividends
declared that day. If we receive your order after the cut-off time, we'll
generally process it at the next day's price, but we may process it that day.
Normally, the cut-off (in Eastern time) is:

100% U.S. Treasury Securities Money Market Fund                        Noon
Tax Free Money Market Fund                                             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.

If you buy through an agent and not directly from the Chase Vista Funds Service
Center, the agent could set earlier cut-off times. The Funds may close earlier a
few days each year 



                                       31
<PAGE>

if the Public Securities Association recommends that the U.S. Government
securities market close trading early.

All purchases of Institutional shares must be paid for by federal funds wire. If
the Chase Vista Funds Service Center does not receive federal funds by 4:00 p.m.
Eastern time on the day of the order, the order will be canceled. Any funds
received in connection with late orders will be invested on the following
business day.

You must provide a Taxpayer Identification Number when you open an account.

The Funds have the right to reject any purchase order.

Box:
To open an account, buy or sell shares or get Fund information, call:
The Chase Vista Funds Service Center
1-800-62- CHASE
End box

Minimum investments

Investors must buy a minimum $1,000,000 worth of Institutional Shares in a Fund
to open an account. There are no minimum levels for subsequent purchases, but
you must always have an average of $1,000,000 in your account.

Your financial service firm may charge you a fee and may offer additional
services, such as special purchase redemption programs, "sweep" programs, cash
advances and redemption checks. Your firm may set different minimum investments
and earlier cut-off times.

Selling Fund shares

When you sell your shares you'll receive the next NAV calculated after the Chase
Funds Service Center accepts your order in proper form. We ask that you tell us
early in the day if you plan to sell your shares so we can effectively manage
the Funds.

We will need the names of the registered shareholders and the your account
number before we can sell your shares. We will wire the proceeds from the sale
to your bank account on the same day if we receive your request before the later
of the Fund's cut-off time or 2:00 p.m. Eastern time. The money will be wired
the next day for requests we receive after this deadline. Federal law allows the
Funds to suspend a sale or postpone payment for more than seven business days
under unusual circumstances.


                                       32
<PAGE>

Selling shares

- --------------------------------------------------------------------------------
Through your financial        Tell your firm which Funds you want to sell.      
service firms                 They'll send all necessary documents to the Chase 
                              Tell your firm which Funds you want to sell.
                              They'll send all necessary documents to the Chase
                              Vista Funds Service Center.

- --------------------------------------------------------------------------------
Through the Vista Service     Call 1-800-62-CHASE. We'll send the proceeds by  
Center                        wire only to the bank account on our records. We 
                              charge $10 for each transaction by wire.         

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

Other information concerning the funds

We may close you account if the balance falls below $1,000,000. We'll give you
60 days notice before closing your account.

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

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

Vista Fund Distributors Inc. is the distributor for the Funds. It is a
subsidiary of The BISYS Group, Inc. and is not affiliated with The Chase
Manhattan Bank.

The Trust has agreements with certain shareholder servicing agents (including
Chase) under which the shareholder servicing agents have agreed to provide
certain support services to their customers. For performing these services, each
shareholder servicing agent receives an annual fee of up to 0.10% of the average
daily net assets of the Institutional Shares of each Fund held by investors
serviced by the shareholder servicing agent.

Chase and/or VFD may, at their own expense, make additional payments to certain
selected dealers or other shareholder servicing agents for performing
administrative 


                                       33
<PAGE>

services for their customers. The amount may be up to an additional 0.10%
annually of the average net assets of the fund attributable to shares of the
Fund held by customers of those shareholder servicing agents.

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


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



                                       34
<PAGE>

Distributions and taxes

The Funds can make money two ways. They can earn income and they can realize
capital gains by selling investments for more than they paid. The fund deducts
any expenses then pays out these earnings to shareholders as distributions.

The Funds declare dividends daily, so your shares can start earning dividends on
the day you buy them. We distribute the dividends monthly in the form of
additional shares, unless you tell us that you want payment in cash or deposited
in a pre-assigned bank account. The taxation of dividends won't be affected by
the form in which you receive them. We distribute any short-term capital gains
at least annually. The Funds do not expect to make long-term capital gains.

Dividends are usually taxable as ordinary income at the federal, state and local
levels. There are exceptions. Dividends of tax-exempt interest income by the Tax
Free Funds are not subject to federal income taxes but will generally be subject
to state and local taxes. The state or municipality where you live may not
charge you state and local taxes on dividends earned on certain bonds. Dividends
earned on bonds issued by the U.S. government and its agencies may also be
exempt from some types of state and local taxes.

Distributions of capital gains are taxable as long term gains no matter how long
you held your shares. This is true whether you receive the payments in cash or
reinvest them in shares of the fund.

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

The above is only a general summary of tax implications of investing in these
Funds. Please consult your tax advisor to see how investing in the Funds will
affect your own tax situation.


                                       35
<PAGE>

Shareholder services

Exchange privileges

You can exchange your Institutional shares for shares in certain other Vista
funds. We'll sell your funds at the current net asset value and use the proceeds
to buy your new shares. Carefully read the prospectus of the fund you want to
buy before making an exchange. You'll need to meet any minimum investment
requirements and may have to pay a sales commission. Call 1-800-62- CHASE for
details.

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

Exchange by phone

You may also use our Telephone Exchange Privilege. You can get information by
contacting the Chase Vista Funds Service Center or your investment
representative.


                                       36
<PAGE>

What the terms mean

Commercial paper: Short-term securities with maturities of 1 to 270 days which
are issued by banks, corporations and others.

Demand notes: A debt security with no set maturity date. The investor can
generally demand payment of the principal at any time.

Distribution fee: covers the cost of the distribution system used to sell shares
to the public.

Dollar weighted average maturity: The average maturity of the Fund is the
average amount of time until the organizations that issued the debt securities
in the Fund's portfolio must pay off the principal amount of the debt. "Dollar
weighted" means the larger the dollar value of debt security in the Fund, the
more weight it gets in calculating this average.

Floating rate securities: Securities whose interest rates adjust automatically
whenever a particular interest rate changes.

Investment advisory fee: a fee paid to the investment advisor to manage the Fund
and make decisions about buying and selling the Fund's investments.

Liquidity: Liquidity is the ability to easily convert investments into cash
without losing a significant amount of money in the process.

Municipal lease obligations: These provide participation in municipal lease
agreements and installment purchase contracts, but are not part of the general
obligations of the municipality

Municipal obligations: Debt securities issued by or on behalf of states,
territories and possessions or by their agencies or other groups with authority
to act for them. For securities to qualify as municipal obligations, the
municipality's lawyers must give an opinion that the interest on them is not
considered gross income for federal income tax

Other expenses: miscellaneous items, including transfer agency, custody and
registration fees.

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


                                       37
<PAGE>

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

Variable rate securities: Securities whose interest rates are periodically
adjusted.


                                       38
<PAGE>

[Back Cover Page]

More information

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

Annual and semi-annual reports

Our annual and semi-annual reports contain more information about each Fund's
investments and performance.

Statement of Additional Information (SAI)

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

You can get a free copy of these documents and other information, or ask us any
questions, by calling us at 1-800-62- CHASE or writing to:

Chase Vista Funds Service Center
P.O. Box 419392
Kansas City, MO 64141-6392

If you buy your shares through an institution, you may contact your institution
for more information.

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

Public Reference Section of the SEC Washington, DC 20549-6009.

1-800-SEC-0330

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


The Fund's Investment Company Act File No. is 811-8358




<PAGE>

Chase Vista Funds
Fixed Income Funds prospectus

[Front cover page]

Chase Vista Funds

Prospectus
December 29, 1998

Tax Free Income Fund
New York Income Fund
California Tax Free Income Fund

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of shares of this Fund as an investment
or determined if this prospectus is accurate or complete. It is a crime to state
otherwise.


<PAGE>



Contents

Information about the Fund                                x
        Tax Free Fund
        New York Tax Free Fund
        California Tax Free Fund

How your account works                                    x

        About sales charges                               x

        Buying Fund shares                                x
        Selling Fund shares                               x
        Other information concerning the Funds            x

Distributions and taxes                                   x

Shareholder services                                      x

Financial highlights of the Funds                         x


<PAGE>




Information about the Fund

Tax Free Income Fund

The Fund's objective

The Fund seeks to provide monthly dividends which are excluded from gross income
and to protect the value of your investment by investing primarily in municipal
obligations.

The Fund's approach

As a fundamental policy, the Fund normally invests at least 80% of its assets in
municipal obligations the interest on which is excluded from gross income and
which is also excluded from the federal alternative minimum tax on individuals.

The Fund invests in securities that are rated as investment grade by Moody's
Investors Service, Inc., Standard & Poor's Corporation or Fitch Investors
Service Inc. It may also invest in securities that haven't been rated but which
the advisers believe have the characteristics of investment grade securities.

The Fund may also invest in derivatives, inverse floaters and interest rate
caps, zero coupon securities and forward contracts.

The fund seeks to develop an appropriate portfolio by considering the credit
quality and rates paid by securities of different municipalities and examining
structural changes in the yield curve in an attempt to anticipate demand along
the yield curve.

There is no restriction on the maturity of the Fund's portfolio or on any
individual security in the portfolio.

Under normal market conditions, the fund may invest up to 20% of its total
assets in securities that pay dividends subject to federal income tax or the
federal alternative minimum tax on individuals. To temporarily defend the value
of its assets during unusual market conditions, the Fund may exceed this limit.

No more than 15 % of the Fund's net assets will be invested in securities which
the adviser believes can't be sold within three business days and no more than
25% of total assets may be invested in any one industry, other than governments
and public authorities. The fund may invest in money market funds to increase
its ability to easily


<PAGE>

convert investments into cash without losing a significant amount of money in
the process. 

The Fund may also invest in municipal lease obligations. These
provide participations in municipal lease agreements or installments purchase
contracts.

The Fund may invest up to 25% of its total assets in municipal obligations
backed by letters of credit or guarantees from U.S. and foreign banks and other
foreign institutions.

There may be times when there are not enough securities available to meet the
Fund's needs. On these occasions, the Fund may invest in repurchase agreements
or Treasury securities which may be subject to federal income tax.


Instead of investing directly in underlying securities, the Fund may invest all
of its assets in another investment company having substantially the same
investment objectives and policies.

The Fund may change any of its non-fundamental investment policies (except its
investment objective) without shareholder approval.

[Sidenote] Frequency of trading

How frequently the Fund buys and sells securities will vary from year to year,
depending on market conditions.

The main investment risks

All mutual funds carry a certain amount of risk. You will lose money if you sell
your shares for less than your bought them. Here are some specific risks of
investing in the Tax Free Income Fund.

The principal value of fixed income investments tends to fall when prevailing
interest rates rise.

A municipality that gets into financial trouble could find it difficult to make
interest and principal payments, which would hurt the Fund's returns and its
ability to preserve capital and liquidity. A number of issuers have a recent
history of significant financial difficulties. More than 5% of the Fund's assets
may be invested in any one municipality which could increase this risk.

Under some circumstances, municipal obligations do not pay interest unless the
municipal legislature authorizes money for that purpose. Some securities,
including municipal lease obligations, carry additional risks. They may be
difficult to trade and interest payments may be tied only to a specific stream
of revenue.

Normally, the fund may invest up to 20% of its total assets in securities whose
interest is subject to the federal alternative minimum tax. Consult your tax
professional for more information.


<PAGE>

Since some municipal obligations may be secured or guaranteed by banks and other
institutions, the risk to the Fund could increase if the banking or financial
sector suffers an economic downturn.

The Fund may invest in municipal obligations backed by foreign institutions.
This could carry more risk than securities backed by U.S. institutions, because
of political or economic instability, the imposition of government controls, or
regulations that don't match US standards.

The value of zero coupon securities and inverse floaters tends to fluctuate
according to interest rate changes significantly more than the value of ordinary
interest-paying debt securities. The price of a security with an interest rate
cap will be more volatile than a municipal security without it.

A forward commitment could lose value if the underlying security falls in value
before the settlement date or if the other party defaults on its obligation to
complete the transaction.

Derivatives may have speculative characteristics, may involve leverage and could
cause losses that exceed the Fund's original investment.

The Fund is not diversified. It may invest a greater percentage of its assets in
a particular issuer or group of issuers than a diversified fund would. That
makes it more susceptible to economic problems among the institutions issuing
the securities. In addition, more than 25% of the Fund's assets may be invested
in securities which rely on similar projects for their income stream. As a
result, the Fund could be more susceptible to developments which affect those
projects.

[Sidenote:] An investment in the Fund isn't a bank deposit and it isn't insured
or guaranteed by the Federal Deposit Insurance Corporation or any other
government agency.

The Fund's past performance

This section shows the Fund's performance record. The bar chart shows how the
performance of the Fund's Class A shares has varied from year to year since
1988. This provides some indication of the risk of investing in the Fund. The
table shows the average annual return over the past one, five and 10 years. It
compares that performance to [Index], a widely recognized benchmark for income
funds.

The calculations assume that all dividends and distributions are reinvested in
the Fund.

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


<PAGE>

Year-by-year returns

[bar chart goes here]


Best quarter:               _____%, xth quarter, 19__
Worst quarter:              _____%, xth quarter, 19__


Average annual total returns For the periods ending December 31, 1997:


                        Past 1 year           Past 5 years      Past 10 years
Class A shares          _____%                _____%            _____%
Class B shares          _____%                _____%            _____%
Index                   _____%                _____%            _____%



Fees and expenses

The following tables show the fees and expenses charged when you own shares of
the Fund.

Fees you pay directly

                   Maximum sales charge      Maximum deferred
                   (load) when you buy       sales charge (load)
                   shares, shown as % of     shown as lower of
                   the offering price1       original purchase
                                             price or redemption
                                             proceeds

Class A Shares     4.5%                      None
Class B Shares     None                      5.00%

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

The Fund has a number of operating expenses that it pays out of its net assets.
You don't pay any of these directly, but they have the effect of reducing the
Fund's overall returns. The table below is based on expenses incurred in the
most recent fiscal year.

Annual operating expenses deducted from the Fund's assets

<PAGE>

<TABLE>
<CAPTION>
                                                                               Total
                                                                               Fund
Class of shares        Investment     Distribution   Shareholder   Other       fees and
                       advisory fee   (12b-1) fees   service fee   expenses    expenses
<S>                    <C>            <C>            <C>           <C>         <C>  
Class A                0.30%          0.25%          0.25%         0.54%       1.34%
Class B                0.30%          0.75%          0.25%         0.54%       1.84%
</TABLE>

[Sidenote]


The actual investment advisory fee is currently expected to be 0.10%, the actual
12b-1 fee for this fiscal year is expected to be 0.00% for Class A Shares, the
shareholder service fee is expected to be 0.11% for Class A shares, other
expenses are estimated at 0.54% and the total fees and expenses are not expected
to exceed 0.75% for Class A shares and 1.64% for Class B shares. That's because
The Chase Manhattan Bank (Chase) and some of the Fund's other service providers
have volunteered not to collect a portion of their fees and to reimburse others.
Chase and these other service providers may end this arrangement at any time.
The table does not reflect charges or credits which an investor might incur if
they invest through a financial institution.


Example

This example helps you compare the cost of investing in the Fund with the cost
of investing in other mutual funds. As with all other prospectuses, the example
assumes:

   o  you invest $10,000
   o  you sell all your shares at the end of the period
   o  your investment has a 5% return each year, and
   o  the Fund's operating expenses remain the same as shown above.

If you sell your shares...

<TABLE>
<CAPTION>
                                             1 year    3 years    5 years     10 years
<S>                                          <C>       <C>        <C>         <C>   
Class A Shares                               $580      $855       $1,151      $1,990
Class B Shares                               $703      $908       $1,229      $2,028
</TABLE>


If you don't sell your shares...

<TABLE>
<CAPTION>
                                             1 year    3 years    5 years     10 years
<S>                                          <C>       <C>        <C>         <C>   
Class B Shares                               $187      $579       $995        $2,028
</TABLE>


This example is for comparison only. Your actual costs may be higher or lower,
depending on the amount you invest and the Fund's actual rate of return.


<PAGE>


New York Tax Free Income Fund

The Fund's objective


The Fund seeks to provide monthly dividends that are excluded from gross income
and exempt from New York State and New York City personal income taxes. It also
seeks to protect the value of your investment. The Fund may change its objective
without shareholder approval.


The Fund's approach

As a fundamental policy, the Fund normally invests at least 80% of its assets in
New York municipal obligations. These investments generate interest that is
excluded from gross income and exempt from New York State and New York City
income taxes, and from the federal alternative minimum tax on individuals.

New York municipal obligations are those issued by New York State, its political
subsidiaries, as well as Puerto Rico, other U.S. territories and their political
subdivisions.

The Fund invests in securities that are rated as investment grade by Moody's
Investors Service, Inc., Standard & Poor's Corporation or Fitch Investors
Service Inc. It may also invest in unrated securities that are, in the adviser's
opinion, of comparable quality.

The Fund may also invest in derivatives, inverse floaters and interest rate
caps, zero coupon securities and forward commitments.

The Fund seeks to develop an appropriate portfolio by comparing credit quality
and yields of securities of different municipalities and examining structural
changes in the yield curve in an attempt to anticipate demand along the yield
curve.

There is no restriction on the maturity of the Fund's portfolio or on any
individual security in the portfolio.

Under normal market conditions, the Fund may invest up to 20% of its total
assets in securities that pay dividends subject to federal income tax or the
federal alternative minimum tax on individuals. To temporarily defend the value
of its assets during unusual market conditions, the Fund may exceed this limit.

No more than 15 % of the Fund's net assets will be invested in securities which,
in the adviser's view, will take more than three days to sell. No more than 25%
of total assets may be invested in any one industry, other than governments and
public authorities. The Fund may invest in money market funds to increase its
ability to easily convert investments into cash without losing a significant
amount of money in the process.

The Fund may also invest in municipal lease obligations. These provide
participations in municipal lease agreements or installment purchase contracts.

The Fund may invest up to 25% of its total assets in municipal obligations
backed by letters of credit or guarantees from U.S. and foreign banks and other
financial institutions.

There may be times when there are not enough securities available to meet the
Fund's needs. On these occasions, the Fund may invest in repurchase agreements
or Treasury securities which may be subject to federal income tax.


Instead of investing directly in underlying securities, the Fund may invest all
of its assets in another investment company having substantially the same
investment objectives and policies.

The Fund may change any of its non-fundamental investment policies (including
its investment objective) without shareholder approval.


<PAGE>

[Sidenote] Frequency of trading

How frequently the Fund buys and sells securities will vary from year to year,
depending on market conditions.

The main investment risks

All mutual funds carry a certain amount of risk. You will lose money if you sell
your shares for less than your bought them. Here are some specific risks of
investing in the New York Tax Free Income Fund.

The principal value of fixed income investments tends to fall when prevailing
interest rates rise.

The Fund invests primarily in New York State and its municipalities and public
authorities. A number of municipal issuers, including the State of New York and
New York City, have a recent history of financial problems. If the state, or any
of the local government bodies, gets into financial trouble, it could have
trouble paying interest and principal. This would hurt the Fund's returns and
its ability to preserve capital and liquidity. If more than 5% of the Fund's
assets are invested in any one municipality, this risk could increase.

Some securities, such as municipal lease obligations, carry additional risks.
Under some circumstances, they do not pay interest unless the municipal
legislature authorizes money for this purpose. They may be difficult to trade,
and interest payments may be tied only to a specific stream of revenue.

Normally, the Fund may invest up to 20% of its total assets in securities whose
interest is subject to the federal alternative minimum tax. Consult your tax
professional for more information.

Since some municipal obligations may be secured or guaranteed by banks and other
institutions, the risk to the Fund could increase if the banking or financial
sector suffers an economic downturn.

The Fund may invest in municipal obligations backed by foreign institutions.
This could carry more risk than securities backed by U.S. institutions, because
of political or economic instability, the imposition of government controls, or
regulations that don't match US standards.

The value of zero coupon securities and inverse floaters caps tends to fluctuate
according to changes in interest rates significantly more than the value of
ordinary interest-paying debt securities. The price of a security with an
interest rate cap will be more volatile than a municipal security without one.

A forward commitment could lose money if the value of the security declines
before the settlement date or if the other party defaults on its obligations to
complete the transaction.

Derivatives may have speculative characteristics, may involve leverage and could
cause losses that exceed the Fund's original investment.

The Fund is not diversified. It may invest a greater percentage of its assets in
a particular issuer or group of issuers than a diversified fund would. That
makes it more susceptible to


<PAGE>

economic problems of the institutions issuing the securities. In addition, more
than 25% of the Fund's assets may be invested in securities which rely on
similar projects for their income stream. As a result, the Fund could be more
susceptible to developments which affect those projects.

[Sidenote:] An investment in the Fund isn't a bank deposit and it isn't insured
or guaranteed by the Federal Deposit Insurance Corporation or any other
government agency.

The Fund's past performance

This section shows the Fund's performance record. The bar chart shows how the
performance of the Fund's Class A shares has varied from year to year since
1988. This provides some indication of the risk of investing in the Fund. The
table shows the average annual return over the past one, five and 10 years. It
compares that performance to [Index], a widely recognized benchmark for income
funds.

The calculations assume that all dividends and distributions are reinvested in
the Fund.

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

Year-by-year returns

[bar chart goes here]


Best quarter:  _____%, xth quarter, 19__
Worst quarter: _____%, xth quarter, 19__


Average annual total returns 
For the periods ending December 31, 1997:


<TABLE>
<CAPTION>
                       Past 1 year     Past 5 years    Past 10 years
<S>                    <C>             <C>             <C>   
Class A Shares         _____%          _____%          _____%
Class B Shares         _____%          _____%          _____%
Index                  _____%          _____%          _____%
</TABLE>



Fees and expenses

The following tables show the fees and expenses you will pay when you own shares
of the Fund.

Fees you pay directly

<TABLE>
<CAPTION>
                       Maximum sales charge (load)          Maximum deferred sales charge
                       when you buy shares, shown as %      (load) shown as lower of
                       of the offering price 1              original purchase price or
                                                            redemption proceeds
<S>                    <C>                                  <C>
Class A Shares         4.5%                                 None
Class B Shares         None                                 5.00%
</TABLE>


<PAGE>

The Fund pays a number of operating expenses out of its assets. You don't pay
any of these directly, but they have the effect of reducing the Fund's overall
returns. The table below is based on expenses incurred in the most recent fiscal
year.

Annual operating expenses deducted from the Fund's assets

<TABLE>
<CAPTION>
                                                                               Total
                                                                               Fund
Class of shares        Investment     Distribution   Shareholder   Other       fees and
                       advisory fee   (12b-1) fees   service fee   expenses    expenses
<S>                    <C>            <C>            <C>           <C>         <C>  
Class A                0.30%          0.25%          0.25%         0.39%       1.19%
Class B                0.30%          0.75%          0.25%         0.39%       1.69%
</TABLE>


[Sidenote] Some of the actual figures differ from the numbers in the chart
above. The investment advisory fee is currently expected to be 0.25%. The actual
12b-1 fee for this fiscal year is estimated at 0.00% for Class A shares. The
shareholder service fee is currently expected to be 0.11% for Class A shares.
The total fees and expenses are not expected to exceed 0.75% for Class A shares
and 1.64% for Class B shares. This is because The Chase Manhattan Bank (Chase)
and some of the Fund's other service providers have volunteered not to collect
part of their fees and to reimburse others. They can terminate this arrangement
at any time. The table does not reflect charges or credits which an investor
might incur if they invest through a financial institution.


Example

This example helps you compare the cost of investing in the Fund with the cost
of investing in other mutual funds. As with all other prospectuses, the example
assumes:

  o  you invest $10,000
  o  you sell all your shares at the end of the period 
  o  your investment has a 5% return each year, and 
  o  the Fund's operating expenses remain the same as shown above.

If you sell your shares...

<TABLE>
<CAPTION>
                                             1 year    3 years    5 years     10 years
<S>                                          <C>       <C>        <C>         <C>   
Class A Shares                               $566      $811       $1,075      $1,828
Class B Shares                               $688      $863       $1,153      $1,865
</TABLE>

If you don't sell your shares...

<TABLE>
<CAPTION>
                                             1 year    3 years    5 years     10 years
<S>                                          <C>       <C>        <C>         <C>   
Class B Shares                               $172      $533       $918        $1,865
</TABLE>


<PAGE>

This example is for comparison only. Your actual costs may be higher or lower,
depending on the amount you invest and the Fund's actual rate of return.

<PAGE>

California Intermediate Tax Free Income Fund

The Fund's objective


The Fund seeks to provide current income which is exempt from federal and
California personal income taxes. The Fund may change its objective without
shareholder approval.


The Fund's approach

As a fundamental policy, the Fund normally invests at least 80% of its assets in
California municipal obligations and other securities which generate interest
that is exempt from federal, California and local income taxes, and from federal
alternative minimum tax on individuals.

California obligations are those issued by the State of California, its
political subdivisions, authorities and corporations.

The Fund invests in securities that are rated as investment grade by Moody's
Investors Service, Inc., Standard & Poor's Corporation or Fitch Investors
Service Inc. It may also invest in unrated securities that are, in the adviser's
opinion, of comparable quality.

The Fund may also invest in derivatives, inverse floaters and interest rate
caps, zero coupon securities and forward commitments.

The Fund seeks to develop an appropriate portfolio by comparing credit quality
and yields of securities of different municipalities and examining structural
changes in the yield curve in an attempt to anticipate demand along the yield
curve.

The Fund's portfolio has an average maturity of 10 years or less.

Under normal market conditions, the fund may invest up to 20% of its total
assets in securities that pay dividends subject to federal and California
personal income tax or the federal alternative minimum tax on individuals. To
temporarily defend the value of its assets during unusual market conditions, the
Fund may exceed this limit.

No more than 15 % of the Fund's net assets will be invested in securities which,
in the adviser's view, may take more than three days to sell. No more than 25%
of total assets may be invested in any one industry, other than governments and
public authorities. The Fund may invest in money market funds to increase its
ability to easily convert investments into cash without losing a significant
amount of money in the process.


<PAGE>

The Fund may also invest in municipal lease obligations. These provide
participation in municipal lease agreements or installment purchase contracts.

The Fund may invest up to 25% of its total assets in municipal obligations
backed by letters of credit or guarantees from U.S. and foreign banks and other
foreign institutions.

There may be times when there are not enough securities available to meet the
Fund's needs. On these occasions, the Fund may invest in repurchase agreements
or Treasury securities which may be subject to federal income tax.


Instead of investing directly in underlying securities, the Fund may invest all
of its assets in another investment company having substantially the same
investment objectives and policies.

The Fund may change any of its non-fundamental investment policies (including
its investment objective) without shareholder approval.

[Sidenote] Frequency of trading

How frequently the Fund will buy and sell securities will vary from year to
year, depending on the market conditions.

The main investment risks

All mutual funds carry a certain amount of risk. You will lose money if you sell
your shares for less than your bought them. Here are some specific risks of
investing in the California Intermediate Tax Free Income Fund.

The principal value of fixed income investments tends to fall when prevailing
interest rates rise.

The Fund invests primarily in the State of California and its municipalities and
public authorities. If the state or any of these local government bodies gets
into financial difficulties, it could have trouble making interest and principal
payments. This would diminish the Fund's returns and its ability to preserve
capital and liquidity. Some Californian municipalities, as well as the State of
California and certain counties, have recently encountered financial
difficulties. Orange County, for instance, recently defaulted on its debt. If
the Fund invests more than 5% of its assets in any one in any one municipality,
this risk could increase.

Some securities, such as municipal lease obligations, carry additional risks.
Under some circumstances, they do not pay interest unless the municipal
legislature authorizes money for this purpose. They may be difficult to trade
and interest payments may be tied only to a specific stream of revenue.

Normally, the Fund may invest up to 20% of its total assets in securities whose
interest is subject to the federal alternative minimum tax. Consult your tax
professional for more information.


<PAGE>

Since some municipal obligations may be secured or guaranteed by banks and other
institutions, the risk to the Fund could increase if the banking or financial
sector suffers an economic downturn.

The Fund may invest in municipal obligations backed by foreign institutions.
This could carry more risk than securities backed by U.S. institutions, because
of political or economic instability, the imposition of government controls, or
regulations that don't match US standards.

The value of zero coupon securities and inverse floaters caps tends to fluctuate
according to changes in interest rates significantly more than the value of
ordinary interest-paying debt securities. The price of a security with an
interest rate cap will be more volatile than a municipal security without one.

A forward commitment could lose money if the value of the security declines
before the settlement date or if the other party defaults on its obligations to
complete the transaction.

Derivatives may have speculative characteristics, may involve leverage and could
cause losses that exceed the Fund's original investment.

The Fund is not diversified. It may invest a greater percentage of its assets in
a particular issuer or group of issuers than a diversified fund would. That
makes it more susceptible to economic problems of the institutions issuing the
securities. In addition, more than 25% of the Fund's assets may be invested in
securities which rely on similar projects for their income stream. As a result,
the Fund could be more susceptible to developments which affect those projects.

[Sidenote:] An investment in the Fund isn't a bank deposit and it isn't insured
or guaranteed by the Federal Deposit Insurance Corporation or any other
government agency.

The Fund's past performance

This section shows the Fund's performance record. The bar chart shows how the
performance of the Fund's shares has varied year-by-year for each year since the
Fund was launched in 1993. This provides some indication of the risk of
investing in the Fund. The table shows the average annual return over the past
year and since the Fund began. It compares that performance to [Index], a widely
recognized benchmark for income funds.

The calculations assume that all dividends and distributions are reinvested in
the Fund.


<PAGE>

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

Year-by-year returns

[bar chart goes here]


Best quarter:                _____%, xth quarter, 19__
Worst quarter:               _____%, xth quarter, 19__


Average annual total returns For the periods ending December 31, 1997:


                                                          Since inception,
                                   Past 1 year            11/1/93
California Intermediate Tax Free   _____%                 _____%
Index                              _____%                 _____%



Fees and expenses

The following tables show the fees and expenses you will pay when you own shares
of the Fund.

Fees you pay directly

Maximum sales charge       Maximum deferred
(load)  when you buy       sales charge (load)
shares, shown as % of      when you sell shares
the offering price(1)
4.5%                       None

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

The fund pays a number of operating expenses out of its assets. You don't pay
any of these directly, but they have the effect of reducing the Fund's overall
returns. The table below is based on expenses incurred in the most recent fiscal
year.

Annual operating expenses deducted from the Fund's assets


<TABLE>
<CAPTION>
                                                         Total
                                                         Fund
Investment       Distribution   Shareholder   Other      fees and
advisory fee     (12b-1) fees   service fee   expenses   expenses
<S>              <C>            <C>           <C>        <C>  
0.30%            0.25%          0.25%         0.65%      1.45%
</TABLE>


<PAGE>


[Sidenote]
The actual advisory fee is expected to be 0.00%, the actual 12b-1 fee for this
fiscal year is estimated at 00.00%. The shareholder service fee is currently
expected to be 0.00%, while other expenses are expected to be 0.60%. The total
fees and expenses are expected not to exceed 0.60% because The Chase Manhattan
Bank (Chase) and some of the Fund's other service providers have volunteered not
to collect part of their fees and to reimburse others. They can terminate this
arrangement at any time. The table does not reflect charges or credits which an
investor might incur if they invest through a financial institution.



<PAGE>

Example

This example helps you compare the cost of investing in the Fund with the cost
of investing in other mutual funds. As with all other prospectuses, the example
assumes:

  o  you invest $10,000
  o  you sell all your shares at the end of the period 
  o  your investment has a 5% return each year, and 
  o  the Fund's operating expenses remain the same as shown above.


<TABLE>
<CAPTION>
                                             1 year    3 years    5 years     10 years
<S>                                          <C>       <C>        <C>         <C>   
California Intermediate Tax Free Fund        $591      $888       $1,207      $2,107
</TABLE>



This example is for comparison only. Your actual costs may be higher or lower,
depending on the amount you invest and the Fund's actual rate of return.


<PAGE>


                              FINANCIAL HIGHLIGHTS

The table set forth below provides selected per share data and ratios for one
Class A Share and one Class B Share. This information is supplemented by
financial statements and accompanying notes appearing in the Fund's Annual
Report to Shareholders for the period ended August 31, 1997, which is
incorporated by reference into the SAI. Shareholders may obtain a copy of this
annual report by contacting the Fund or their Shareholder Servicing Agent. The
financial statements and notes, as well as the financial information in the
table below, have been audited by Price Waterhouse LLP, independent
accountants, whose report is included in the Annual Report to Shareholders.


                          VISTA TAX FREE INCOME FUND
- --------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                                                                           Class A
                                                    ------------------------------------------------------------------------
                                                       Year         Year        Year         Year       11/1/93       Year
                                                      ended        ended        Ended       ended      through      ended
                                                     8/31/98      8/31/97      8/31/96     8/31/95     8/31/94+     10/31/93
                                                    --------      -------      --------    --------    ---------    --------
<S>                                                 <C>          <C>          <C>         <C>          <C>          <C>
PER SHARE OPERATING PERFORMANCE                                  
Net Asset Value, Beginning of Period   ............  $            $   11.84    $  11.85    $   11.70    $ 12.70     $   11.52
                                                    ----------   ----------   ---------   ----------   ---------    ---------
 Income from Investment Operations:                              
   Net Investment Income   ........................                   0.579       0.580        0.585      0.475         0.662
  Net Gains or Losses in Securities                              
   (both realized and unrealized)   ...............                   0.484      (0.007)       0.147     (0.847)        1.412
                                                    ----------   ----------   ---------   ----------   ---------    ---------
  Total from Investment Operations  ...............                   1.063       0.573        0.732     (0.372)        2.074
                                                    ----------   ----------   ---------   ----------   ---------    ---------
 Less Distributions:                                             
   Dividends from net investment income   .........                   0.583       0.583        0.582      0.475         0.662
  Distributions from capital gains  ...............                      --          --           --      0.153         0.237
                                                    ----------   ----------   ---------   ----------   ---------    ---------
  Total Distributions   ...........................                   0.583       0.583        0.582      0.628         0.899
                                                    ----------   ----------   ---------   ----------   ---------    ---------
Net Asset Value, End of Period   ..................  $            $   12.32    $  11.84    $   11.85    $ 11.70     $   12.70
                                                    ==========   ==========   =========   ==========   =========    =========
Total Return(1)   .................................                    9.14%       4.88%        6.53%     (2.99%)       18.72%
Ratios/Supplemental Data                                         
 Net Assets, End of Period (000 omitted)  .........  $            $  62,729    $ 70,480    $  88,783    $98,054     $  83,672
 Ratio of Expenses to Average Net Assets# .........                    0.90%       0.90%        0.85%      0.58%         0.23%
 Ratio of Net Income to Average Net Assets#  ......                    4.78%       4.83%        5.07%      4.75%         5.25%
 Ratio of Expenses without waivers                               
  and assumption of expenses to                                  
  Average Net Assets#   ...........................                    1.29%       1.46%        1.47%      1.29%         1.20%
 Ratio of Net Investments Income without                         
  waivers and assumption of expenses to                          
  Average Net Assets#   ...........................                    4.39%       4.27%        4.45%      4.04%         4.28%
Portfolio Turnover Rate ...........................                     147%        210%         233%       258%          149%
                                                                 
                                       6            


<CAPTION>
                                                                 Class B
                                                    ----------------------------------
                                                      Year          Year       Year       11/4/93**
                                                      ended        ended       ended      through
                                                     8/31/97      8/31/96     8/31/95     8/31/94
                                                    --------      -------     --------    --------
<S>                                                 <C>          <C>         <C>          <C>
PER SHARE OPERATING PERFORMANCE
Net Asset Value, Beginning of Period   ............  $   11.76    $  11.77    $   11.65    $  12.51
                                                    ----------   ---------   ----------   ---------
 Income from Investment Operations:
   Net Investment Income   ........................      0.484       0.486        0.498       0.423
  Net Gains or Losses in Securities
   (both realized and unrealized)   ...............      0.478      (0.006)       0.140      (0.707)
                                                    ----------   ---------   ----------   ---------
  Total from Investment Operations  ...............      0.962       0.480        0.638      (0.284)
                                                    ----------   ---------   ----------   ---------
 Less Distributions:
   Dividends from net investment income   .........      0.472       0.490        0.518       0.423
  Distributions from capital gains  ...............         --          --           --       0.153
                                                    ----------   ---------   ----------   ---------
  Total Distributions   ...........................      0.472       0.490        0.518       0.576
                                                    ----------   ---------   ----------   ---------
Net Asset Value, End of Period   ..................  $   12.25    $  11.76    $   11.77    $  11.65
                                                    ==========   =========   ==========   =========
Total Return(1)   .................................       8.30%       4.10%        5.70%      (2.35%)
Ratios/Supplemental Data
 Net Assets, End of Period (000 omitted)  .........  $  13,610    $ 14,329    $  14,265    $ 11,652
 Ratio of Expenses to Average Net Assets# .........       1.64%       1.65%        1.61%       1.47%
 Ratio of Net Income to Average Net Assets#  ......       4.04%       4.08%        4.31%       3.95%
 Ratio of Expenses without waivers
  and assumption of expenses to
  Average Net Assets#   ...........................       1.79%       1.95%        1.97%       1.81%
 Ratio of Net Investments Income without
  waivers and assumption of expenses to
  Average Net Assets#   ...........................       3.89%       3.78%        3.95%       3.61%
Portfolio Turnover Rate ...........................        147%        210%         233%        258%
</TABLE>



  **   Commencement of offering shares.

   +   In 1994 the Tax Free Income Fund changed ifs fiscal year-end from
       October 31 to August 31.

 (1)   Total returns are calculated before taking into account effect of 4.50%
       sales charge.
  #    Short periods have been annualized.

                                       7

<PAGE>


                             FINANCIAL HIGHLIGHTS

The table set forth below provides selected per share data and ratios for one
Class A Share and one Class B Share. This information is supplemented by
financial statements and accompanying notes appearing in the Fund's Annual
Report to Shareholders for the period ended August 31, 1997, which is
incorporated by reference into the SAI. Shareholders may obtain a copy of this
annual report by contacting the Fund or their Shareholder Servicing Agent. The
financial statements and notes, as well as the financial information in the
table below, have been audited by Price Waterhouse LLP, independent
accountants, whose report is included in the Annual Report to Shareholders.


                      VISTA NEW YORK TAX FREE INCOME FUND
                                        
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                               Class A
                                            --------------------------------------------------------------------------
                                                                  Year ended                                      
                                            -----------------------------------------------   11/1/93       
                                                                                              through       Year ended
                                             8/31/98    8/31/97     8/31/96      8/31/95      8/31/94+       10/31/93   
                                            --------   --------    -------      --------      ---------     ---------   
<S>                                         <C>        <C>         <C>          <C>           <C>           <C>         
PER SHARE OPERATING PERFORMANCE                        
Net Asset Value, Beginning of Period ......  $          $  11.39    $   11.47     $  11.30      $  12.27     $   11.18  
                                             --------   --------    ---------     --------      --------     ---------  
Income from Investment Operations:                     
 Net Investment Income   ..................                0.555        0.555        0.570         0.473         0.592  
 Net Gains or (Losses) in Securities                   
  (both realized and unrealized)  .........                0.432       (0.077)       0.167        (0.688)        1.281  
                                             --------   --------    ---------     ---------     --------     ---------  
 Total from Investment Operations .........                0.987        0.478        0.737        (0.215)        1.873  
Less Distributions:                                    
 Dividends from Net Investment Income   ...                0.554        0.558        0.567         0.472         0.591  
 Distributions from Capital Gains .........                0.023           --           --         0.283         0.194  
                                             --------   --------    ---------     ---------     --------     ---------  
 Total Distributions  .....................                0.577        0.558        0.567         0.755         0.785  
                                             --------   --------    ---------     ---------     --------     ---------  
Net Asset Value, End of Period ............  $          $  11.80    $   11.39     $  11.47      $  11.30     $   12.27  
                                             ========   ========    =========     =========     ========     =========  
Total Return(1) ...........................          %      8.85%        4.20%        6.82%        (1.81%)       17.31% 
Ratios/Supplemental Data Net Assets,                   
 End of Period (000 omitted)   ............  $          $ 83,208    $  96,102     $104,168      $103,113     $ 120,809  
 Ratio of Expenses to Average Net Assets#..          %      0.90%        0.90%        0.85%         0.76%         0.75% 
 Ratio of Net Investment Income to                                                               
 Average# .................................          %      4.77%        4.76%        5.11%         4.89%         4.86% 
 Net Assets Ratio of Expenses without                                                            
  waivers and assumption of expenses to                                                          
  Average Net Assets# .....................          %      1.18%        1.27%        1.37%         1.25%         1.11% 
 Ratio of Net Investment Income without                                                          
  waivers and assumption of expenses to                                                          
  Average Net Assets# .....................          %      4.49%        4.39%        4.59%         4.40%         4.50% 
Portfolio Turnover Rate  ..................          %       107%         156%         122%          162%          150% 
</TABLE>                                                                    
                                                                        


<PAGE>


<TABLE>
<CAPTION>
                      Class B
   --------------------------------------------------
                 Year ended
   ------------------------------------   11/4/93**
                                            through
    8/31/97     8/31/96      8/31/95       8/31/94
   --------    ---------    ----------    ---------
   <S>         <C>          <C>           <C>
    $  11.33    $   11.41     $   11.27    $  12.11
    --------    --------      --------     --------
       0.465        0.469         0.485       0.419
       0.430       (0.086)        0.162      (0.543)
    --------    ---------     ---------    --------
       0.895        0.383         0.647      (0.124)
       0.442        0.463         0.507       0.433
       0.023           --            --       0.283
    --------    ---------     ---------    --------
       0.465        0.463         0.507       0.716
    --------    ---------     ---------    --------
    $  11.76    $   11.33     $   11.41    $  11.27
    ========    =========     =========    ========
        8.03%        3.46%         5.99%      (1.11%)
    $ 13,501    $  13,657     $  10,633    $  7,234
        1.64%        1.65%         1.61%       1.51%
        4.03%        4.01%         4.35%       4.28%
        1.68%        1.76%         1.87%       1.76%
        3.99%        3.90%         4.09%       4.03%
         107%         156%          122%        162%
</TABLE>


**  Commencement of offering shares.
+   In 1994 the New York Tax Free Income Fund changed its fiscal year-end from
    October 31 to August 31.
(1) Total return figures are calculated before taking into account effect of
    4.50% sales charge.
#   Short periods have been annualized.


<PAGE>



                             FINANCIAL HIGHLIGHTS


The table set forth below provides selected per share data and ratios for one
Share outstanding throughout each period shown. This information is
supplemented by financial statements and accompanying notes appearing in the
Fund's Annual Report to Shareholders for the period ended August 31, 1997,
which is incorporated by reference into the SAI. Shareholders may obtain a copy
of this annual report by contacting the Fund or their Shareholder Servicing
Agent. The financial statements and notes, as well as the financial information
in the table below, have been audited by Price Waterhouse LLP, independent
accountants, whose report is included in the Annual Report to Shareholders.



               VISTA CALIFORNIA INTERMEDIATE TAX FREE INCOME FUND



<TABLE>
<CAPTION>
                                                                              Year ended
                                                     -----------------------------------------------   11/1/93      7/15/93*
                                                                                                        through     through
                                                      8/31/98     8/31/97     8/31/96      8/31/95     8/31/94+      10/31/93
                                                     --------    --------    -------      -------      --------     ----------
<S>                                                  <C>         <C>         <C>          <C>          <C>          <C>
PER SHARE OPERATING PERFORMANCE:                                 
Net Asset Value, Beginning of Period ...............  $           $   9.81    $   9.89     $   9.69     $ 10.30      $   10.22
                                                     ---------   ---------   ---------    ---------    --------     ----------
 Income From Investment Operations:                              
  Net Investment Income  ...........................                 0.461       0.473        0.505       0.320          0.166
  Net Gains or (Losses) in Securities                            
    (both realized and unrealized)   ...............                 0.256       0.013        0.200      (0.408)         0.081
                                                     ---------   ---------   ----------   ----------   --------     ----------
  Total from Investment Operations   ...............                 0.717       0.486        0.705      (0.088)         0.247
                                                     ---------   ---------   ----------   ----------   --------     ----------
 Less Distributions:                                             
  Dividends from Net Investment Income  ............                 0.458       0.476        0.505       0.404          0.165
  Distributions from Capital Gains   ...............                    --       0.090           --       0.118             --
                                                     ---------   ---------   ----------   ----------   --------     ----------
  Total distributions ..............................                 0.458       0.566        0.505       0.522          0.165
                                                     ---------   ---------   ----------   ----------   --------     ----------
Net Asset Value, End of Period .....................  $           $  10.07    $   9.81     $   9.89     $  9.69      $   10.30
                                                     =========   =========   ==========   ==========   ========     ==========
Total Return(1) ....................................          %       7.46%       5.00%        7.55%      (0.86%)         2.42%
Ratios/Supplemental Data                                         
  Net Assets, End of Period (000 omitted)  .........  $           $ 25,525    $ 28,298     $ 32,746     $36,264      $  41,728
 Ratio of Expenses to Average Net Assets#  .........          %       0.60%       0.60%        0.52%       0.52%          0.52%
 Ratio of Net Investment Income to Average                       
   Net Assets#  ....................................          %       4.65%       4.77%        5.24%       4.88%          4.83%
 Ratio of Expenses without waivers and                           
   assumption of expenses to Average Net Assets# ...          %       1.33%       1.47%        1.40%       1.37%          1.33%
 Ratio of Net Investment Income without waivers                  
   and assumption of expenses to Average                         
   Net Assets#  ....................................          %       3.92%       3.90%        4.36%       4.03%          4.02%
Portfolio Turnover Rate  ...........................          %         66%        188%          94%         93%            40%
</TABLE>                                             


*     Commencement of offering shares.
+     In 1994 the California Intermediate Tax Free Income Fund changed its
         fiscal year-end from October 31 to August 31.
(1)   Total returns are calculated before taking into account effect of 4.50%
         sales charge.
#     Short periods have been annualized.
      

<PAGE>

The Funds' investment adviser

The Chase Manhattan Bank (Chase) is the investment adviser to the Funds. Chase
is a wholly owned subsidiary of The Chase Manhattan Corporation (CMC), a bank
holding company. Chase and its predecessors have more than a century of money
management experience.

For the fiscal year ending August 31, 1998, Chase received advisory fees at the
annual rate of 0.13%, 0.23% and 0.01% of the average daily net assets of the Tax
Free Income Fund, New York Tax Free Income Fund and California Tax Free Income
Fund.

Chase Asset Management, is the sub-adviser to the Funds. Chase Asset Management
is a wholly-owned subsidiary of Chase. It makes the day-to-day investment
decisions for the Funds.

Pamela Hunter has been responsible for the day-to-day management of each of the
Funds since they began. Ms. Hunter is a Managing Director of Chase and heads the
team providing fixed income strategy and product development. She has worked for
Chase and its predecessors since 1980.

[Sidenote:]

The Year 2000

The Funds, like any business, could be affected if the computer systems on which
it relies fail to properly process information beginning on January 1, 2000. The
Funds' advisers are updating their own systems and encouraging service providers
to do the same, but there's no guarantee these systems will work properly.


<PAGE>

How your account works

About sales charges

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

For the Tax Free Income Fund and the New York Tax Free Income Fund, you have a
choice of two different kinds of charges. Class A shares have a charge you pay
when you invest. Class B shares have a deferred sales charge. You don't pay any
charge when you buy the Class B shares, but you may have to pay a charge when
you sell them, depending on how long you hold them. Shares of the California Tax
Free Income Fund are treated like Class A shares.

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

This section explains how the two sales charges work.

Class A Shares

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

The Fund receives the net asset value.

<TABLE>
<CAPTION>
                                           Total sales charge
Amount of investment              As % of the         As % of net
in a Fund                         offering price      amount invested
                                  per share
<S>                               <C>                 <C>  
Less than $100,000                4.5%                4.71%
$100,000 but under $250,000       3.75%               3.90%
$250,000 but under $500,000       2.50%               2.56%
$500,000 but under                2.00%               2.04%
 $1 million
</TABLE>


There is no initial sales charge for investments of $1 million or more in a
Fund.

<PAGE>

Class B Shares

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

<TABLE>
<CAPTION>

Year                        Deferred sales charge
<S>                         <C>
1                           5%
2                           4%
3                           3%
4                           3%
5                           2 %
6                           1%
7                           None
</TABLE>

We calculate the deferred sales charge from the month you buy your shares. We
always sell the shares with the lowest deferred sales charge first.


Vista Fund Distributors Inc. (VFD) is the distributor for the Funds. It's a
subsidiary of The BISYS Group, Inc. and is not affiliated with Chase Manhattan
Bank. The Tax Free Income Fund and New York Tax Free Income Fund have each
adopted Rule 12b-1 distribution plans under which they pay annual distribution
fees of up to 0.25% of the average daily net assets attributed to Class A shares
and up to 0.75% of the average daily net assets attributed to Class B shares.
The California Tax Free Income Fund has adopted a Rule 12b-1 distribution plan
under which it pays annual distribution fees of up to 0.25% of the Fund's
average daily net assets. This payment covers such things as compensation for
services provided by broker-dealers and expenses connected to the sale of
shares. Payments are not tied to actual expenses incurred. Because 12b-1
expenses are paid out of a fund's assets on an ongoing basis, over time these
fees will increase the cost of your investment and may cost you more than other
types of sales charges.


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 spring
event or to the theater to entertain broker dealers and their guests; and
reimbursement for travel expenses, including hotel and meals, for educational
meetings inside and outside the U.S.

VFD may, in accordance with objective criteria, pay more to some broker dealers
for certain services or activities promoting the sale of Fund shares. Sometimes
these payments are made only to those broker dealers whose employees have sold
or may sell significant amounts of shares of the Fund or other Chase Vista
Funds. VFD pays these amounts out of compensation it receives from the funds.

Class A or Class B: Which is best?

<PAGE>

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

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

You should also consider the distribution and service fees, which are lower for
Class A shares. These fees appear in the table called Annual operating expenses
deducted from the Fund's assets on page x.

Your investment representative should be able to advise you about the best class
of shares for you.

Buying Fund shares

You can buy shares three ways:

<TABLE>
<S>                              <C>
Through your investment          Tell your representative which Funds you want to buy
representative                   and he or she will contact us. Your representative may
                                 charge you a fee and may offer additional services,
                                 such as special purchase and redemption programs,
                                 "sweep" programs, cash advances and redemption checks.
                                 Your representative may set different minimum
                                 investments and earlier deadlines to buy and sell
                                 shares.

Through the Chase Vista Funds    Complete the enclosed application form and mail it
Service Center                   along with a check for the amount you want to invest
                                 to:
                                 Chase Vista Funds Service Center,
                                 P.O. Box 419392
                                 Kansas City, MO 64141-6392

Through a Systematic             You can make regular automatic purchases of at least
Investment Plan                  $100. There's more on the Systematic Investment Plan
                                 later.
</TABLE>


Whether you choose Class A or Class B shares, the price of the shares is based
on the net asset value per share (NAV). NAV is the value of everything the Fund
owns, minus everything it owes, divided by the number of shares held by
investors. You'll pay the


<PAGE>

public offering price which is based on the next NAV calculated after the Chase
Vista Service Center accepts your instructions. Each Fund calculates its NAV
once each day based on prices at the close of regular trading on the New York
Stock Exchange. Each Fund generally values its assets at their market value but
may use fair value if market prices are unavailable. The Chase Vista Service
Center will not accept your order until it is in proper form. An order is in
proper form only after payment is converted into federal funds.

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

You must provide a Taxpayer Identification Number when you open an account.

Each Fund has the right to refuse any purchase order or to stop offering shares
for sale at any time.

Box:
To open an account, buy or sell shares or get Fund information, call:
The Chase Vista Funds Service Center
1-800-34-VISTA
End box

<TABLE>
<CAPTION>
Minimum investments
Type of account                 Initial investment           Additional investments
<S>                             <C>                          <C>
Regular account                 $2,500                       $100
Systematic Investment Plan      $1,000                       $100
IRAs                            $1,000                       $100
SEP-IRAs                        $1,000                       $100
Education IRAs                  $500                         $100
</TABLE>


Make your check out to Chase Vista Funds in U.S. dollars. We won't accept credit
cards, cash, or checks from a third party. You cannot sell shares you bought by
check for could 15 calendar days. If you buy through an Automated Clearing
House, you can't sell your shares until the payment clears. This could take more
than seven business days. Your purchase will be canceled if your check doesn't
clear and you'll be responsible for any expenses and losses to the Funds. Orders
by wire will be canceled if the Chase Vista Funds Service Center doesn't receive
payment by 4:00 pm Eastern time on the day you buy.


<PAGE>

If you're planning to exchange, sell or transfer shares to another person
shortly after buying the shares, you should pay by certified check to avoid
delays. The Funds will not issue certificates for Class A shares unless you
request them and they will not issue certificates for Class B shares.


<PAGE>




Selling Fund shares

You can sell your shares three ways:

<TABLE>
<CAPTION>
<S>                              <C>
Through your investment          Tell your representative which Funds you want to sell.
representative                   He or she will send the necessary documents to the
                                 Chase Vista Funds Service Center. Your representative
                                 might charge you for this service.

Through the Chase Vista Funds    Call 1-800-34-VISTA. We will mail you a check or send
Service Center                   the proceeds via electronic transfer or wire.  If you
                                 have changed your address of record within the
                                 previous 30 days, or if you sell $25,000 or
                                 more worth of Fund shares by phone, we'll send
                                 the proceeds via electronic transfer or by wire
                                 only to a bank account on our records. We
                                 charge $10 for each transaction by wire.

                                 Or

                                 Send a signed letter with your instructions to :
                                 Chase Vista Funds Service Center,
                                 P.O. Box 419392
                                 Kansas City, MO 64141-6392

Through a Systematic             You can automatically sell as little as $50 worth of
Withdrawal Plan                  shares. See Shareholder Services, page x for details.
</TABLE>


You can sell your shares on any day the Chase Vista Funds Service Center is
accepting orders, either directly or through your investment representative.
You'll receive the next NAV calculated after the Chase Vista Funds Service
Center accepts your order, less any applicable sales charges.

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

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

  o  you want to sell shares with a net asset value of $100,000 or more 
  o  you want your payment sent to an address other than the one we have in our 
     records.


<PAGE>

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

Exchanging Fund shares

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

You can exchange your shares three ways:

<TABLE>
<CAPTION>
<S>                              <C>
Through your investment          Tell your representative which Funds you want to
representative                   exchange from and to. He or she will send the
                                 necessary documents to the Chase Vista Funds Service
                                 Center. Your representative might charge you for this
                                 service.

Through the Chase Vista          Call 1-800-34-VISTA to ask for details.
Funds  Service Center

Through a Systematic Exchange    You can automatically exchange money from one Chase
Plan                             Vista account to another of the same class. Call the
                                 Chase Vista Service Center for details.
</TABLE>



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

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

Other information concerning the Funds

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


<PAGE>

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

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


The Trust has agreements with certain shareholder servicing agents (including
Chase) under which the shareholder servicing agents have agreed to provide
certain support services to their customers. For performing these services, each
shareholder servicing agent receives an annual fee of up to 0.25% of the average
daily net assets of the Class A and Class B shares of a Fund held by customers
of the shareholder servicing agent.


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

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


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

<PAGE>


Distributions and taxes

The Funds can make money two ways. They can earn income and they can realize
capital gains. The Funds deduct any expenses then pays out these earnings to
shareholders as distributions.

The Funds declare dividends daily and distribute the net investment income
monthly. Net capital gain is distributed annually. You have three options for
your distributions.

  o  Reinvest all of them in additional Fund shares without a sales charge; 
  o  Take distributions of net investment income in cash or as a deposit in a
     pre-assigned bank account and reinvest distributions of net capital gain in
     additional shares; or
  o  Take all distributions in cash or as a deposit in a pre-assigned
     bank account.

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

Dividends of net investment income are usually taxable as ordinary income at the
federal, state and local levels. There are exceptions. Dividends of tax-exempt
interest income are not subject to federal income taxes but will generally be
subject to state and local taxes. However, for the New York Tax Free Income
Fund, New York residents will not have to pay New York State or New York City
personal income taxes on tax-exempt income from New York municipal obligations.
Similarly, for the California Tax Free Income Fund, California residents will
not have to pay California personal income taxes on tax-exempt income from
California municipal obligations. The state or municipality where you live may
not charge you state and local taxes on dividends earned on certain bonds.
Dividends earned on bonds issued by the U.S. government and its agencies may
also be exempt from some types of state and local taxes.

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

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

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


<PAGE>

Shareholder services

Systematic Investment Plan
Regularly invest $100 or more in the first or third week of any month. The money
is automatically debited from your checking or savings account.

You can set up a plan when you open an account by completing the appropriate
section of the application. Current shareholders can join by sending a signed
letter and a deposit slip or void check to the Chase Vista Funds Service Center.
Call 1-800-34-VISTA for complete instructions.

Systematic Withdrawal Plan
Make regular withdrawals of $50 or more ($100 or more for Class B accounts). You
can have automatic withdrawals made monthly, quarterly or semiannually. Your
account must contain at least $5,000 of Class A shares or $20,000 of Class B
shares to start the plan. Call 1-800-34-VISTA for complete instructions.

Systematic Exchange
Transfer assets automatically from one Vista account to another on a regular
basis. It's a free service.


<PAGE>



What the terms mean

Distribution fee: covers the cost of the distribution system used to sell shares
to the public.

Forward commitments: A type of investment where the Fund buys securities to be
delivered in the future.

Interest rate caps: Financial instruments where payment occurs if an interest
rate index exceeds the cap rate. The cap rate is set ahead of time and is tied
to a specific index.

Inverse floaters: Instruments whose interest rates move in the opposite
direction from the interest rate on another security or the value of an index.

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

Liquidity: Liquidity is the ability to easily convert investments into cash
without losing a significant amount of money in the process.

Maturity: Maturity is the length of time until the issuer who sold a debt
security must pay back the principal amount of the debt.

Municipal lease obligations: These provide participation in municipal lease
agreements and installment purchase contracts, but are not part of the general
obligations of the municipality.

Municipal obligations: Debt securities issued by or on behalf of states,
territories and possessions or by their agencies or other groups with authority
to act for them. For these securities to qualify as municipal obligations, the
municipality's lawyers must give an opinion that the interest on them is not
subject to federal income taxes.

Other expenses: miscellaneous items, including transfer agency, custody and
registration fees.

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

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


<PAGE>

Zero coupon securities: Debt securities which do not pay regular interest
payments. Instead, they are sold at substantial discounts from their value at
maturity.


<PAGE>

More information

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

Annual and semi-annual reports

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

Statement of Additional Information (SAI)

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

You can get a free copy of these documents and other information, or ask us any
questions, by calling us at 1-800-34-VISTA or writing to:

Chase Vista Funds Service Center
P.O. Box 419392
Kansas City, MO 64141-6392

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

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

Public Reference Section of the SEC 
Washington, DC 20549-6009.

1-800-SEC-0330

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


The Fund's Investment Company Act File No. is 811-8358



<PAGE>

Vista Mutual Funds offered
through the Gintel Group


Tax Free Income Fund


Prospectus Enclosed


Gintel & Co.
6 Greenwich Office Park
Greenwich, CT 06831
203-622-6400

Chase Global Funds Services Co.
P.O. Box 2798
Boston, MA 02208-2798
800-344-3092


<PAGE>


Tax Free Income Fund

Prospectus

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of shares of any of the Funds as an
investment or determined if this prospectus is accurate or complete. It is a
crime to state otherwise.


<PAGE>




Contents

Information about the Fund                                x

How your account works                                    x
        About sales charges                               x
        Buying Fund shares                                x
        Selling Fund shares                               x
        Other information concerning the Fund             x

Distributions and taxes                                   x

Shareholder services                                      x

Financial highlights of the Fund                          x




<PAGE>



Information about the Fund

Tax Free Income Fund

The Fund's objective

The Fund seeks to provide monthly dividends which are excluded from gross income
and to protect the value of your investment by investing primarily in municipal
obligations.

The Fund's approach

As a fundamental policy, the Fund normally invests at least 80% of its assets in
municipal obligations the interest on which is excluded from gross income and
which is also excluded from the federal alternative minimum tax on individuals.

The Fund invests in securities that are rated as investment grade by Moody's
Investors Service, Inc., Standard & Poor's Corporation or Fitch Investors
Service Inc. It may also invest in securities that haven't been rated but which
the advisers believe have the characteristics of investment grade securities.

The Fund may also invest in derivatives, inverse floaters and interest rate
caps, zero coupon securities and forward contracts.

The fund seeks to develop an appropriate portfolio by considering the credit
quality and rates paid by securities of different municipalities and examining
structural changes in the yield curve in an attempt to anticipate demand along
the yield curve.

There is no restriction on the maturity of the Fund's portfolio or on any
individual security in the portfolio.

Under normal market conditions, the fund may invest up to 20% of its total
assets in securities that pay dividends subject to federal income tax or the
federal alternative minimum tax on individuals. To temporarily defend the value
of its assets during unusual market conditions, the Fund may exceed this limit.

No more than 15% of the Fund's net assets will be invested in securities which
the adviser believes can't be sold within three business days and no more than
25% of total assets may be invested in any one industry, other than governments
and public authorities. The fund may invest in money market funds to increase
its ability to easily convert investments into cash without losing a significant
amount of money in the process.


<PAGE>

The Fund may also invest in municipal lease obligations. These provide
participation in municipal lease agreements or installment purchase contracts.

The Fund may invest up to 25% of its total assets in municipal obligations
backed by letters of credit or guarantees from U.S. and foreign banks and other
foreign institutions.

There may be times when there are not enough securities available to meet the
Fund's needs. On these occasions, the Fund may invest in repurchase agreements
or Treasury securities which may be subject to federal income tax.


Instead of investing directly in underlying securities, the Fund may invest all
of its assets in another investment company having substantially the same
investment objectives and policies.

The Fund may change any of its non-fundamental investment policies (except its
investment objective) without shareholder approval.

[Sidenote] Frequency of trading

How frequently the Fund buys and sells securities will vary from year to year,
depending on market conditions.

The main investment risks

All mutual funds carry a certain amount of risk. You will lose money if you sell
your shares for less than your bought them. Here are some specific risks of
investing in the Tax Free Income Fund.

The principal value of fixed income investments tends to fall when prevailing
interest rates rise.

A municipality that gets into financial trouble could find it difficult to make
interest and principal payments, which would hurt the Fund's returns and its
ability to preserve capital and liquidity. A number of issuers have a recent
history of significant financial difficulties. More than 5% of the Fund's assets
may be invested in any one municipality which could increase this risk.

Under some circumstances, municipal obligations do not pay interest unless the
municipal legislature authorizes money for that purpose. Some securities,
including municipal lease obligations, carry additional risks. They may be
difficult to trade and interest payments may be tied only to a specific stream
of revenue.

Normally, the fund may invest up to 20% of its total assets in securities whose
interest is subject to the federal alternative minimum tax. Consult your tax
professional for more information.


<PAGE>

Since some municipal obligations may be secured or guaranteed by banks and other
institutions, the risk to the Fund could increase if the banking or financial
sector suffers an economic downturn.

The Fund may invest in municipal obligations backed by foreign institutions.
This could carry more risk than securities backed by U.S. institutions, because
of political or economic instability, the imposition of government controls, or
regulations that don't match US standards.

The value of zero coupon securities and inverse floaters tends to fluctuate
according to interest rate changes significantly more than the value of ordinary
interest-paying debt securities. The price of a security with an interest rate
cap will be more volatile than a municipal security without it.

A forward commitment could lose value if the underlying security falls in value
before the settlement date or if the other party defaults on its obligation to
complete the transaction.

Derivatives may have speculative characteristics, may involve leverage and could
cause losses that exceed the Fund's original investment.

The Fund is not diversified. It may invest a greater percentage of its assets in
a particular issuer or group of issuers than a diversified fund would. That
makes it more susceptible to economic problems among the institutions issuing
the securities. In addition, more than 25% of the Fund's assets may be invested
in securities which rely on similar projects for their income stream. As a
result, the Fund could be more susceptible to developments which affect those
projects.

[Sidenote:] An investment in the Fund isn't a bank deposit and it isn't insured
or guaranteed by the Federal Deposit Insurance Corporation or any other
government agency.

The Fund's past performance

This section shows the Fund's performance record. The bar chart shows how the
performance of the Fund's Class A shares has varied from year to year since
1988. This provides some indication of the risk of investing in the Fund. The
table shows the average annual return over the past one, five and 10 years. It
compares that performance to [Index], a widely recognized benchmark for income
funds.

The calculations assume that all dividends and distributions are reinvested in
the Fund.

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


<PAGE>

Year-by-year returns

[bar chart goes here]

Best quarter:                00.00%, xth quarter, 1900
Worst quarter:               00.00%, xth quarter, 1900

Average annual total returns For the periods ending December 31, 1997:

                        Past 1 year           Past 5 years      Past 10 years
Class A shares          00.00%                00.00%            00.00%
Index                   00.00%                00.00%            00.00%



Fees and expenses

The following tables show the fees and expenses charged when you own shares of
the Fund.

Fees you pay directly

                   Maximum sales charge      Maximum deferred
                   (load) when you buy       sales charge (load)
                   shares, shown as % of     shown as lower of
                   the offering price1       original purchase
                                             price or redemption
                                             proceeds

Class A Shares     4.5%                      None

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

The Fund has a number of operating expenses that it pays out of its net assets.
You don't pay any of these directly, but they have the effect of reducing the
Fund's overall returns. The table below is based on expenses incurred in the
most recent fiscal year.

Annual operating expenses deducted from the Fund's assets


<PAGE>

<TABLE>
<CAPTION>
                                                                               Total
                                                                               Fund
Class of shares        Investment     Distribution   Shareholder   Other       fees and
                       advisory fee   (12b-1) fees   service fee   expenses    expenses

<S>                    <C>            <C>            <C>           <C>         <C>  
Class A                0.30%          0.25%          0.25%         0.54%       1.34%

</TABLE>

[Sidenote]


The actual investment advisory fee is currently expected to be 0.10%, the
shareholder service fee is expected to be 0.11% other expenses are estimated at
0.54% and the total fees and expenses are not expected to exceed 0.75% for Class
A shares. That's because The Chase Manhattan Bank (Chase) and some of the Fund's
other service providers have volunteered not to collect a portion of their fees
and to reimburse others. Chase and these other service providers may end this
arrangement at any time. The table does not reflect charges or credits which an
investor might incur if they invest through a financial institution.


Example

This example helps you compare the cost of investing in the Fund with the cost
of investing in other mutual funds. As with all other prospectuses, the example
assumes:

  o  you invest $10,000
  o  you sell all your shares at the end of the period
  o  your investment has a 5% return each year, and 
  o  the Fund's operating expenses remain the same as shown above.

<TABLE>
<CAPTION>
                                             1 year    3 years    5 years     10 years
<S>                                          <C>       <C>        <C>         <C>   
Class A Shares                               $580      $855       $1,151      $1,990
</TABLE>


This example is for comparison only. Your actual costs may be higher or lower,
depending on the amount you invest and the Fund's actual rate of return.


<PAGE>


                              FINANCIAL HIGHLIGHTS

The table set forth below provides selected per share data and ratios for one
Class A Share and one Class B Share. This information is supplemented by
financial statements and accompanying notes appearing in the Fund's Annual
Report to Shareholders for the period ended August 31, 1997, which is
incorporated by reference into the SAI. Shareholders may obtain a copy of this
annual report by contacting the Fund or their Shareholder Servicing Agent. The
financial statements and notes, as well as the financial information in the
table below, have been audited by Price Waterhouse LLP, independent
accountants, whose report is included in the Annual Report to Shareholders.


                          VISTA TAX FREE INCOME FUND
- --------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                                                                           Class A
                                                    ------------------------------------------------------------------------
                                                       Year         Year        Year         Year       11/1/93       Year
                                                      ended        ended        Ended       ended      through      ended
                                                     8/31/98      8/31/97      8/31/96     8/31/95     8/31/94+     10/31/93
                                                    --------      -------      --------    --------    ---------    --------
<S>                                                 <C>          <C>          <C>         <C>          <C>          <C>
PER SHARE OPERATING PERFORMANCE                                  
Net Asset Value, Beginning of Period   ............  $            $   11.84    $  11.85    $   11.70    $ 12.70     $   11.52
                                                    ----------   ----------   ---------   ----------   ---------    ---------
 Income from Investment Operations:                              
   Net Investment Income   ........................                   0.579       0.580        0.585      0.475         0.662
  Net Gains or Losses in Securities                              
   (both realized and unrealized)   ...............                   0.484      (0.007)       0.147     (0.847)        1.412
                                                    ----------   ----------   ---------   ----------   ---------    ---------
  Total from Investment Operations  ...............                   1.063       0.573        0.732     (0.372)        2.074
                                                    ----------   ----------   ---------   ----------   ---------    ---------
 Less Distributions:                                             
   Dividends from net investment income   .........                   0.583       0.583        0.582      0.475         0.662
  Distributions from capital gains  ...............                      --          --           --      0.153         0.237
                                                    ----------   ----------   ---------   ----------   ---------    ---------
  Total Distributions   ...........................                   0.583       0.583        0.582      0.628         0.899
                                                    ----------   ----------   ---------   ----------   ---------    ---------
Net Asset Value, End of Period   ..................  $            $   12.32    $  11.84    $   11.85    $ 11.70     $   12.70
                                                    ==========   ==========   =========   ==========   =========    =========
Total Return(1)   .................................                    9.14%       4.88%        6.53%     (2.99%)       18.72%
Ratios/Supplemental Data                                         
 Net Assets, End of Period (000 omitted)  .........  $            $  62,729    $ 70,480    $  88,783    $98,054     $  83,672
 Ratio of Expenses to Average Net Assets# .........                    0.90%       0.90%        0.85%      0.58%         0.23%
 Ratio of Net Income to Average Net Assets#  ......                    4.78%       4.83%        5.07%      4.75%         5.25%
 Ratio of Expenses without waivers                               
  and assumption of expenses to                                  
  Average Net Assets#   ...........................                    1.29%       1.46%        1.47%      1.29%         1.20%
 Ratio of Net Investments Income without                         
  waivers and assumption of expenses to                          
  Average Net Assets#   ...........................                    4.39%       4.27%        4.45%      4.04%         4.28%
Portfolio Turnover Rate ...........................                     147%        210%         233%       258%          149%
                                                                 



<CAPTION>
                                                                 Class B
                                                    ----------------------------------
                                                      Year          Year       Year       11/4/93**
                                                      ended        ended       ended      through
                                                     8/31/97      8/31/96     8/31/95     8/31/94
                                                    --------      -------     --------    --------
<S>                                                 <C>          <C>         <C>          <C>
PER SHARE OPERATING PERFORMANCE
Net Asset Value, Beginning of Period   ............  $   11.76    $  11.77    $   11.65    $  12.51
                                                    ----------   ---------   ----------   ---------
 Income from Investment Operations:
   Net Investment Income   ........................      0.484       0.486        0.498       0.423
  Net Gains or Losses in Securities
   (both realized and unrealized)   ...............      0.478      (0.006)       0.140      (0.707)
                                                    ----------   ---------   ----------   ---------
  Total from Investment Operations  ...............      0.962       0.480        0.638      (0.284)
                                                    ----------   ---------   ----------   ---------
 Less Distributions:
   Dividends from net investment income   .........      0.472       0.490        0.518       0.423
  Distributions from capital gains  ...............         --          --           --       0.153
                                                    ----------   ---------   ----------   ---------
  Total Distributions   ...........................      0.472       0.490        0.518       0.576
                                                    ----------   ---------   ----------   ---------
Net Asset Value, End of Period   ..................  $   12.25    $  11.76    $   11.77    $  11.65
                                                    ==========   =========   ==========   =========
Total Return(1)   .................................       8.30%       4.10%        5.70%      (2.35%)
Ratios/Supplemental Data
 Net Assets, End of Period (000 omitted)  .........  $  13,610    $ 14,329    $  14,265    $ 11,652
 Ratio of Expenses to Average Net Assets# .........       1.64%       1.65%        1.61%       1.47%
 Ratio of Net Income to Average Net Assets#  ......       4.04%       4.08%        4.31%       3.95%
 Ratio of Expenses without waivers
  and assumption of expenses to
  Average Net Assets#   ...........................       1.79%       1.95%        1.97%       1.81%
 Ratio of Net Investments Income without
  waivers and assumption of expenses to
  Average Net Assets#   ...........................       3.89%       3.78%        3.95%       3.61%
Portfolio Turnover Rate ...........................        147%        210%         233%        258%
</TABLE>



  **   Commencement of offering shares.

   +   In 1994 the Tax Free Income Fund changed ifs fiscal year-end from
       October 31 to August 31.

 (1)   Total returns are calculated before taking into account effect of 4.50%
       sales charge.
  #    Short periods have been annualized.



<PAGE>


About sales charges

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


Class A shares have a charge you pay when you invest.



<PAGE>

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

This section explains how the sales charge work.

Class A Shares

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

The Fund receives the net asset value.

<TABLE>
<CAPTION>
                                           Total sales charge
Amount of investment              As % of the         As % of net
                                  offering price      amount invested
                                  per share
<S>       <C>                     <C>                 <C>  
Less than $100,000                4.5%                4.71%
$100,000 but under $250,000       3.75%               3.90%
$250,000 but under $500,000       2.50%               2.56%
$500,000 but under                2.00%               2.04%
 $1 million
</TABLE>

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


Vista Fund Distributors Inc. (VFD) is the distributor for the Fund. It's a
subsidiary of The BISYS Group, Inc. and is not affiliated with Chase Manhattan
Bank. The Fund has adopted a Rule 12b-1 distribution plan under which it pays
annual distribution fees of up to 0.25% of the Fund's average daily net assets.
This payment covers such things as compensation for services provided by
broker-dealers and expenses connected to the sale of shares. Payments are not
tied to actual expenses incurred. Because 12b-1 expenses are paid out of a
fund's assets on an ongoing basis, over time these fees will increase the cost
of your investment and may cost you more than other types of sales charges.



<PAGE>

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 spring
event or to the theater to entertain broker dealers and their guests; and
reimbursement for travel expenses, including hotel and meals, for educational
meetings inside and outside the U.S.

VFD may, in accordance with objective criteria, pay more to some broker dealers
for certain services or activities promoting the sale of Fund shares. Sometimes
these payments are made only to those broker dealers whose employees have sold
or may sell significant amounts of shares of the Fund or other Chase Vista
Funds. VFD pays these amounts out of compensation it receives from the Funds.

How to buy shares

There is no charge to buy or sell shares. You can open an account with as little
as $2,500. The minimum is $1,000 for IRAs, SEP-IRAs and the Automatic Investment
Program (see below).

We won't issue certificates unless you ask for them in writing.


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


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

You must provide a Taxpayer Identification Number when you open an account.


The Fund has the right to refuse any purchase order or to stop offering shares
for sale at any time.


By mail


<PAGE>

You may buy shares of the Fund by completing and signing an account application
and mailing it, together with a check payable to "Gintel Group", to:

The Gintel Group
c/o Chase Global Funds Services Company
P.O. Box 2798
Boston, MA 02208-2798

Special forms are required if you want to hold your shares in an IRA or Keogh.
You can get them from the Fund. If you pay by check, you won't be able to sell
your shares until your check clears. That could take 15 calendar days or longer.
If you buy through an automated clearing house, you won't be able to sell your
shares until the payment clears, which may take seven business days or longer.
If a bank does not honor a check used to buy shares, the order will be canceled
and the shareholder will be responsible for any losses or expenses the Fund
incurs.

By wire

You may buy shares by wiring federal funds. For best service, follow these
steps:

1) Phone Chase Global Funds Services Company toll free at 1-800-344-3092 to get
instructions before you wire the funds. Have your Social Security or Tax
Identification Number handy.

2) Tell your bank to wire the money to the Fund's custodian as follows:

The Chase Manhattan Bank
New York, N.Y. 10003
ABA # 0210-0002-1
F/B/O The Gintel Group
DDA Acct #910-2-732980
Ref: [Name of the Fund]
Your bank account number
Your bank account name

Additional investments

There is no minimum for additional investments. Just follow the procedures
explained above for buying by mail or wire. It's important to include your
mutual fund account

<PAGE>

number, account name and the Fund and class of shares you want to buy. Write the
information on the check or wire order to make sure the money is credited
properly.

You may also buy shares through registered securities dealers who have an
agreement with the fund distributor. The dealer may charge a fee for this
service.

The Automatic Investment Plan

The Automatic Investment Plan lets you make regular investments of $100 or more
by having the money automatically debited from a bank savings or checking
account. You can arrange to buy shares once a month on either the first or 15th
of the month, or twice a month on the first and 15th of the month.

To set up the plan, ask the Fund for the proper form when you open your account.
If you're already a shareowner and want to start a plan, send a signed letter
with a signature guarantee and a deposit slip or check marked "Void" to Chase
Global Funds Services Company at the address shown above.

How to sell shares

You can sell your shares on any day the Fund is open for business. The fund will
not allow you to sell your shares if you haven't yet paid for them. The price
you receive is the next net asset value calculated after your order is accepted.

Under normal circumstances, if your request is received before the Fund's
cut-off time, the Fund will send you the proceeds the next business day. The
Fund may stop accepting orders to sell and may postpone payments for more than
seven days, as federal securities laws permit.

You'll need to have your signature guaranteed if you want your payment sent to
an address other than the one we have in our records. We may also need
additional documents or a letter from a surviving joint owner before selling the
shares.

By mail


<PAGE>

To sell by mail, include the following:

1) A letter of instruction showing the number of shares or dollar amount you
want to sell, the Fund name and the class of shares. All registered owners of
the shares must sign the letter, using the exact names they used when they
bought the shares.

2) Signature guarantees if needed. (See below.)

3) Other supporting legal documents if the sale involves estates, trusts,
guardianships, custodianships, corporations, other organizations, or pension and
profit sharing plans. If you're uncertain what to include call 1-800-344-3092.

Mail your request to:

The Gintel Group
c/o Chase Global Funds Services Company
P.O. Box 2798
Boston, MA 02208-2798

Box:
When to include signature guarantees
Signature guarantees help prevent fraud. You'll need one if you want the
proceeds of the sale of shares to be sent to someone who is not a registered
owner, or if you want the proceeds sent to an address that is not on our
records.

Eligible guarantors include banks, brokers, dealers, credit unions, national
securities exchanges, registered securities associations, clearing agencies and
savings associations. To guarantee a signature, a broker-dealer must be a member
of a clearing organization or maintain net capital of at least $100,000. Call
1-800-344-3092 for more details.

The signature guarantee must appear either:
on the written request to sell your shares,

on a separate document which specifies the total number of shares, Fund and
class of shares, or on all stock certificates being redeemed, if certificates
were issued.

End box


<PAGE>

By phone

To sell your shares by phone, you must have completed the appropriate section of
the account application.

To sell by phone, call 1-800-344-3092. You can ask to have the proceeds sent by
mail or by wire to your bank account. If you're selling less than $1,000 worth
of shares, you the proceeds will be sent by mail only. There is a charge to send
funds by wire. Have your account number, Fund name and Social Security or Tax
Identification Number handy.

If you apply for telephone redemption privileges, you are authorizing the Fund
distributor to act on redemption and transfer instructions received by phone. If
someone trades on your account by phone, the distributor will take reasonable
precautions to confirm the caller's identity, such as asking for personal
information. Investors agree that they will not hold the Fund liable for any
loss or expenses from any sales request, if the Fund distributor takes
reasonable precautions. Call 1-800-344-3092 for more information.

We can change or end the telephone redemption privilege at any time without
notice.

Automatic withdrawals
The Systematic Withdrawal Plan lets you make regular withdrawals, monthly,
quarterly twice a year or once a year. You must have a minimum account balance
of $10,000 to set up the plan.  Call 1-800-344-3092 for complete instructions.

Box:
Involuntary closing of accounts
The Fund can sell an investor's shares and close the account if:
the net asset value of the shares in the account falls below $500
the investor buys through the Systematic Investment Plan and fails to meet
investment minimums within 12 months of opening the account. We'll give at least
60 days notice before closing an account.

End box

How to exchange shares

You can exchange your shares of this Fund for shares of any other Funds in the
Gintel Group, as long as the other Fund is available in your state. You'll need
to meet minimum investment requirements and other eligibility requirements.
There may be other conditions.

<PAGE>

Carefully read the prospectus of the fund you want to buy before making an
exchange.

Shares will be exchanged at the next net asset value calculated after the
exchange order is accepted. There are no fees for exchanging shares.

Chase Global Funds Services Company may set limits on exchanges, including
number of shares exchanged and how often you may exchange them. Frequent
exchanges can hurt all investors because they increase costs.

If your shares are held in a broker "street name", you can't exchange them by
mail or telephone. You must contact your investment representative. Chase Global
may reject any exchange request and may change or end the exchange feature at
any time.

For federal income tax purposes, exchanging shares is treated as selling shares
of one fund and buying shares of the other. As a result, you may realize a
taxable gain or loss when you exchange.

To exchange by phone or wire, follow the procedures shown in the How to buy
shares section above. You'll also have to include the name of the Fund and share
class you want to exchange to.

The Fund's investment adviser

The Chase Manhattan Bank (Chase) is the investment adviser to the Fund. Chase is
a wholly owned subsidiary of The Chase Manhattan Corporation (CMC), a bank
holding company. Chase and its predecessors have more than a century of money
management experience.


For the fiscal year ending August 31, 1998, Chase received advisory fees at the
annual rate of 0.13%, of the Fund's average daily net assets.


Chase Asset Management Inc. is the sub-adviser for the Tax Free Income Fund .
Chase Asset Management is a wholly-owned subsidiary of Chase. It makes the
day-to-day investment decisions for the Fund.

The Year 2000

The Fund, like any business, could be affected if the computer systems on which
it relies fail to properly process information beginning on January 1, 2000. The
Fund's advisers are updating their own systems and encouraging service providers
to do the same, but there's no guarantee these systems will work properly.


<PAGE>


Other information about the Fund


The Trust has agreements with certain shareholder servicing agents (including
Chase) under which the shareholder servicing agents have agreed to provide
certain support services to their customers. For performing these services, each
shareholder servicing agent receives an annual fee of up to 0.25% of the average
daily net assets of the Class A Shares of each Fund held by investors serviced
by the shareholder servicing agent.

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

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


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


Distributions and taxes

The Fund can make money two ways. It can earn income and it can realize capital
gains. The Fund deducts any expenses then pays out these earnings to
shareholders as distributions.

The Fund declares dividends daily and distributes the net investment income
monthly. Net capital gains is distributed annually. You have three options for
your distributions.

   o Reinvest all of them in additional Fund shares without a sales charge;
   o Take distributions of net investment income in cash or as a deposit in a
     pre-assigned bank account and reinvest distributions of net capital gain 
     in additional shares; or 
   o Take all distributions in cash or as a deposit in a pre-assigned
     bank account.

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

Dividends of net investment income are usually taxable as ordinary income at the
federal, state and local levels. There are exceptions. Dividends of tax-exempt
interest income are not subject to federal income taxes but will generally be
subject to state and local taxes. The state or municipality where you live may
not charge you state and local taxes on


<PAGE>

dividends earned on certain bonds. Dividends earned on bonds issued by the U.S.
government and its agencies may also be exempt from some types of state and
local taxes.

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

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

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


<PAGE>



What the terms mean

Distribution fee: covers the cost of the distribution system used to sell shares
to the public.

Forward commitments: A type of investment where the Fund buys securities to be
delivered in the future.

Interest rate caps: Financial instruments where payment occurs if an interest
rate index exceeds the cap rate. The cap rate is set ahead of time and is tied
to a specific index.

Inverse floaters: Instruments whose interest rates move in the opposite
direction from the interest rate on another security or the value of an index.

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

Liquidity: Liquidity is the ability to easily convert investments into cash
without losing a significant amount of money in the process.

Maturity: Maturity is the length of time until the issuer who sold a debt
security must pay back the principal amount of the debt.

Municipal lease obligations: These provide participation in municipal lease
agreements and installment purchase contracts, but are not part of the general
obligations of the municipality.

Municipal obligations: Debt securities issued by or on behalf of states,
territories and possessions or by their agencies or other groups with authority
to act for them. For these securities to qualify as municipal obligations, the
municipality's lawyers must give an opinion that the interest on them is not
subject to federal income taxes.

Other expenses: miscellaneous items, including transfer agency, custody and
registration fees.

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

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


<PAGE>

Zero coupon securities: Debt securities which do not pay regular interest
payments. Instead, they are sold at substantial discounts from their value at
maturity.

<PAGE>

More information


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

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

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


You can get a free copy of these documents and other information, or ask us any
questions, by calling us at 1-800-34-VISTA or writing to:

Chase Vista Funds Service Center
P.O. Box 419392
Kansas City, MO 64141-6392

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


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


Public Reference Section of the SEC Washington, DC 20549-6009.

1-800-SEC-0330


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

The Fund's Investment Company Act File No. is 811-8358






<PAGE>

LIPPER MUTUAL FUNDS

Mutual Fund Investments
offered through
Lipper & Company, L.P.

U.S. Government Money Market Fund
Vista Shares


Prospectus Enclosed


For a new account application refer to 
The Lipper Funds, Inc. Prospectus

<PAGE>

U.S. GOVERNMENT
MONEY MARKET FUND

VISTA SHARES





PROSPECTUS

















Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of shares of the Fund as an investment or
determined if this prospectus is accurate or complete. It is a crime to state
otherwise.




<PAGE>



CONTENTS

Information about the Fund                x

How Your Account Works                    x
      About Sales Charges                 x
      Buying Fund Shares                  x
      Selling Fund Shares                 x
      Other Information concerning the Fund     x

Distribution and Taxes                    x

Shareholder Services                      x

Financial Highlights of the Fund                x



<PAGE>



The Fund's objective

The Fund aims to provide the highest possible level of current income while
still maintaining liquidity and preserving capital.


The Fund's approach

The Fund invests substantially all its assets in:
   o debt securities issued or guaranteed by the U.S. Treasury or agencies or
     authorities of the U.S. Government, and
   o repurchase agreements using these securities as collateral.

The dollar weighted average maturity of the Fund will be 60 days or less and the
Fund will buy only those instruments which have remaining maturities of 397 days
or less.

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

The Fund may invest significantly in securities with floating or variable rates
of interest. Their yields will vary as interest rates change.

The Fund invests only in securities issued and payable in U.S. dollars. Each
investment must have the highest possible short-term rating from at least two
national rating organizations, or one such rating if only one organization rates
that security. Alternatively, the security may have a guarantee that has such a
rating or ratings. If the security is not rated, it must be considered of
comparable quality as determined by the Fund's advisers.

The Fund seeks to develop an appropriate portfolio by considering the
differences in yields among securities of different maturities, market sectors
and issuers.


Instead of investing directly in underlying securities, the Fund may invest all
of its assets in another investment company having substantially the same
investment objectives and policies.

The Fund may change any of its investment policies (except its investment
objective) without shareholder approval.

The main investment risks

The Fund attempts to keep its net asset value constant, but there's no guarantee
it will be able to do so.

The value of money market investments tends to fall when prevailing interest
rates rise, although they're generally less sensitive to interest rate changes
than longer-term securities.

Repurchase agreements involve some risk to the Fund if the other party does not
live up to its obligations under the agreement.


<PAGE>

Although the Fund seeks to be fully invested, it may at times hold some of its
assets in cash. This would hurt the Fund's performance.


[Sidenote:] An investment in the Fund isn't a bank deposit and it isn't insured
or guaranteed by the Federal Deposit Insurance Corporation, The Chase Manhattan
Bank, or any other government agency. Although the U.S. Government Money Market
Fund seeks to preserve the value of your investment at $1.00 per share, it is
possible to lose money by investing in the Fund.

[Sidenote:] Securities in the Fund's portfolio may not earn as high a current
income as longer term or lower-quality securities.


The Fund's past performance

This section shows the Fund's performance record. The bar chart shows how the
performance of the Fund has varied from year to year since 1988. This provides
some indication of the risks of investing in the Fund.

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

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

Year-by-year returns

[bar chart goes here]

Footnote: The performance for the period before Vista Class shares were launched
in 1993 is based upon performance for Premier Class shares of the Fund. The
actual returns of Vista shares would have been lower than shown because Vista
shares have higher expenses than Premier shares.


Best quarter:           _____%, xth quarter, 19__
Worst quarter:          _____%, xth quarter, 19__


Average annual total returns
For the periods ending December 31, 1997:



                   Past 1 year       Past 5 years            Past 10 years
Vista shares       _____%            _____%                  _____%


<PAGE>


Fees and expenses

You don't have to pay any sales charge when you buy or sell Vista shares of the
Fund.

The Fund has a number of operating expenses that it pays out of its assets. You
don't pay any of these directly, but they have the effect of reducing the Fund's
overall returns. The table is based on expenses for the most recent fiscal year.

                                                                    Total
                                                                    Fund
Class of shares    Investment  Distribution  Shareholder  Other     fees
                   advisory    (12b-1) fees  service      expenses  and
                   fee                       fee                    expenses
Vista shares       0.10%       0.10%         0.35%        0.14%     0.69%

[Sidenote]
The actual shareholder service fee currently is expected to be 0.25% and the
total fees and expenses are expected not to exceed 0.59%. That's because The
Chase Manhattan Bank (Chase) and some of the Fund's other service providers have
volunteered not to collect a portion of their fees and to reimburse others.
Chase and these other service providers may terminate this arrangement at any
time.


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


Example
This example helps you compare the cost of investing in the Fund with the cost
of investing in other mutual funds. As with all other prospectuses, the example
assumes:
   o you invest $10,000
   o you sell all your shares at the end of the period
   o your investment has a 5% return each year, and
   o the Fund's operating expenses remain the same as shown above.


Your costs would be:
Number of years:         1             3             5            10
Costs:                  $70          $221          $384          $859



<PAGE>

This example is for comparison only. Your actual costs may be higher or lower,
depending on the amount you invest and the Fund's actual rate of return.


                             FINANCIAL HIGHLIGHTS

The table set forth below provides selected per share data and ratios for one
Vista Share outstanding throughout each period shown. This information is
supplemented by financial statements and accompanying notes appearing in the
Fund's Annual Report to Shareholders for the fiscal year ended August 31, 1997,
which is incorporated by reference into the SAI. Shareholders may obtain a copy
of this annual report by contacting the Fund or their Shareholder Servicing
Agent. The financial statements and notes, as well as the financial information
set forth in the table below, have been audited by Price Waterhouse LLP,
independent accountants, whose report thereon is included in the Annual Report
to Shareholders.

                    VISTA U.S. GOVERNMENT MONEY MARKET FUND


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



  **    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.


<PAGE>


How to buy shares

You can open an account through Lipper & Co. LLP with as little as $2,500. The
minimum is $1,000 for IRAs, SEP-IRAs and Systematic Investment Plans (see
below)..


By mail

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

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

If you pay by check, you won't be able to sell your shares until your check
clears. That could take 15 calendar days or longer. If a bank does not honor a
check used to buy shares, the order will be canceled and the shareholder will be
responsible for any losses or expenses the Fund incurs.


By wire

You may buy shares by wiring federal funds. For best service, follow these
steps:

1) Phone toll free at 1-800-LIPPER9 before you wire the funds. Give your name,
address, telephone number, Social Security or Tax Identification Number, the
Fund name and class of shares you want to buy, the amount being wired and the
name of the bank wiring the funds. If you don't already have a Lipper Funds
account, an account number will be provided.


<PAGE>

2) Tell your bank to wire the money to the Fund's custodian as follows:

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

3) Complete and sign an account application. Sign the carbon copy and send it to
the custodian, Chase Global Funds Service Co. (Chase Global), at the address
shown in the By mail section above. It's important to send the application as
soon as possible since you won't be able to sell, exchange or transfer your
shares until Chase Global receives the application. Purchase orders will be
accepted only on days when both the New York Stock Exchange and Chase Global are
open for business.


Additional investments

You can make additional investments in the Fund at any time with as little as
$100. Just follow the procedures explained above for buying by mail or wire.
It's important to include your mutual fund account number, account name and the
Fund and class of shares you want to buy. Write the information on the check or
wire order to make sure the money is credited properly.

Mail orders must include the "Invest by Mail" stub which accompanies each Fund's
confirmation statement.

The Systematic Investment Plan

The Systematic Investment Plan lets you make regular investments of $100 or more
by having the money automatically debited from a bank savings or checking
account.

To set up the plan, complete the appropriate section of the account application
when you open your account. If you're already a shareowner and want to start a
plan, send a signed letter with a signature guarantee and a deposit slip or
check marked "Void" to Chase Global Funds Services Co. at the address shown
above. Call 1-800-LIPPER9 for complete instructions.


How the shares are priced

The price of your shares is the net asset value per share (NAV) of $1.00. NAV is
the value of everything the Fund owns, minus everything it owes, divided by the
number of shares held by investors. The Fund seeks to maintain a stable NAV. The
fund uses the amortized cost to value its portfolio of securities. This method
provides more stability in


<PAGE>

valuations. However, it may also result in periods during which the stated value
of a security is different than the price the Fund would receive if it sold the
investment.


The NAV is generally calculated as of 4:00 p.m. Eastern time, each day the Fund
is accepting purchase orders. When certain automated share purchase programs are
introduced, we'll also calculate the NAV at 6:00 p.m. You'll pay the next NAV
calculated after our agent, the Chase Global Funds Service Center, receives your
order in proper form. An order is in proper form only after funds are converted
into federal funds.


The center accepts purchase orders on any business day that the Federal Reserve
Bank of New York and the New York Stock Exchange are open. If you send us and
order in proper form by the Fund's cut-off time, we'll process your order at
that day's price and you'll be entitled to all dividends declared on that day.
If we receive your order after the cut-off time, we'll generally process it at
the next day's price, but we may process it that day. If you pay by check before
the cut-off time, we'll generally process your order the next day the Fund is
open for business. Normally, the cut-off (in Eastern time) for the U.S.
Government Fund is 4:00 p.m.

If the Public Securities Association recommends an early close to trading on the
U.S. Government securities market, the Fund may close earlier.

The Fund reserves the right to reject any purchase order.


How to sell shares

You can sell your shares on any day the Fund is open for business, either
through Lipper & Co. LLP or through Chase Global Funds Services Company. The
fund will not allow you to sell your shares if you haven't yet paid for them.
The price you receive is the next net asset value calculated after Lipper or
Chase accept your order to sell.


Selling through Lipper

Your investment representative will be responsible for sending all the necessary
documents. They should be addressed to Lipper Mutual Funds, c/o Chase Global
Funds Services Company, 73 Tremont Street, Boston, MA 02208


Selling through Chase Global

By mail


<PAGE>

To sell by mail, include the following:

1) A letter of instruction showing the number of shares or dollar amount you
want to sell, the Fund name and the class of shares. All registered owners of
the shares must sign the letter, using the exact names they used when they
bought the shares.

2) Signature guarantees if needed. (See below.)

3) Other supporting legal documents if the sale involves estates, trusts,
guardianships, custodianships, corporations, other organizations, or pension and
profit sharing plans. If you're uncertain what to include call 1-800-LIPPER9.


Box:
When to include signature guarantees
Signature guarantees help prevent fraud. You'll need one if you want the
proceeds of the sale of shares to be sent to someone who is not a registered
owner, or if you want the proceeds sent to an address that is not on our
records.

Eligible guarantors include banks, brokers, dealers, credit unions, national
securities exchanges, registered securities associations, clearing agencies and
savings associations. To guarantee a signature, a broker-dealer must be a member
of a clearing organization or maintain net capital of at least $100,000. Call
1-800-LIPPER9 for more details.

The signature guarantee must appear either:
on the written request to sell your shares,
on a separate document which specifies the total number of shares, Fund and
class of shares, or
on all stock certificates being redeemed, if certificates were issued.

End box


By phone

To sell your shares by phone, you must have completed the appropriate section of
the account application.

To sell by phone, call 1-800-LIPPER9. You can ask to have the proceeds sent by
mail or by wire to your bank account. Have your account number, Fund name and
Social Security or Tax Identification Number handy.


<PAGE>

If you apply for telephone redemption privileges, you are authorizing the Fund
distributor to act on redemption and transfer instructions received by phone. If
someone trades on your account by phone, the distributor will take reasonable
precautions to confirm the caller's identity, such as asking for personal
information. Investors agree that they will not hold the Fund liable for any
loss or expenses from any sales request, if the Fund distributor takes
reasonable precautions. Call 1-800-LIPPER9 for more information.

You can change the bank or account designated to receive sale proceeds by
sending a letter to Chase Global Fund Services Company at the address shown in
the By mail section above. Each shareholder must sign the request and each
signature must be guaranteed. Please call 1-800-LIPPER9 for details.

We can change or end the telephone redemption privilege at any time without
notice.


The Systematic Withdrawal Plan

The Systematic Withdrawal Plan lets you make regular withdrawals of $100 or
more, monthly, quarterly or twice a year. You must have a minimum account
balance of $5,000 to set up the plan. Call 1-800-LIPPER9 for complete
instructions.


How the shares are priced

You can sell your shares on any day the fund is open for business. If your order
is accepted before 2 p.m. Eastern time, the Fund generally sends the proceeds on
the next day it's open for business, assuming you have paid for the shares.
Under unusual circumstances, the fund may stop accepting orders or may postpone
payment for more than seven business days, as permitted by federal securities
laws.

Box:
Involuntary closing of accounts
The Fund can sell an investor's shares and close the account if: the net asset
value of the shares in the account falls below $500 the investor buys through
the Systematic Investment Plan and fails to meet investment minimums within 12
months of opening the account. We'll give at least 60 days notice before closing
an account.

End box

<PAGE>

How to exchange shares

You can exchange your shares of this Fund for shares of certain other Funds in
the Lipper Group of Funds. Consult your investment representative or Chase
Global to find out if the Fund you're interested in is included in the exchange
program and if it's available in your state. You'll need to meet minimum
investment requirements and other eligibility requirements. There may be other
conditions.

The description of the exchange privilege in this prospectus takes the place of
the description in the Statement of Additional Information if you're buying
through Lipper Mutual Funds.

Shares will be exchanged at the next net asset value calculated after the
exchange order is accepted. There are no fees for exchanging shares.

Carefully read the prospectus of the fund you want to buy before making an
exchange.

Chase Global Funds Services Company may set limits on exchanges, including
number of shares exchanged and how often you may exchange them. Frequent
exchanges can hurt all investors because they increase costs.

If your shares are held in a broker "street name", you can't exchange them by
mail or telephone. You must contact your investment representative. Chase Global
may reject any exchange request and may change or end the exchange feature at
any time.

For federal income tax purposes, exchanging shares is treated as selling shares
of one fund and buying shares of the other. As a result, you may realize a
taxable gain or loss when you exchange.


By phone

If you set up the telephone exchange privilege when you opened your account,
call 1-800-LIPPER9. Have your account number, Fund name and Social Security or
Tax Identification Number handy.


By mail

Send a letter including:
the account number for your current Fund
the Fund name and share class of the Fund you're exchanging from
the name of the Fund you're exchanging to


<PAGE>

Other supporting legal documents if the sale involves
estates, trusts, guardianships, custodianships, corporations, other
organizations, or pension and profit sharing plans. If you're uncertain what to
include call 1-800-LIPPER9.

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










The Fund's investment adviser

The Chase Manhattan Bank (Chase) is the investment adviser to the Fund. Chase is
a wholly owned subsidiary of The Chase Manhattan Corporation (CMC), a bank
holding company. Chase and its predecessors have more than a century of money
management experience.


For the fiscal year ended August 31, 1998, Chase was paid an advisory fee of 
0.10% of the average daily net assets of the Fund.


Chase Asset Management Inc. is the sub-adviser to the U.S. Government Money
Market Fund. Chase Asset Management is a wholly-owned subsidiary of Chase. It
makes the day-to-day investment decisions for the Funds.


The Year 2000
The Fund, like any business, could be affected if the computer systems on which
it relies fail to properly process information beginning on January 1, 2000. The
Fund's advisers are updating their own systems and encouraging service providers
to do the same, but there's no guarantee these systems will work properly.


<PAGE>

Distribution Arrangements


Vista Fund Distributors Inc. (VFD) is the distributor for the Fund. It is a
subsidiary of The BISYS Group, Inc. and is not affiliated with The Chase
Manhattan Bank. The Fund has adopted a Rule 12b-1 distribution plan under which
it pays up to 0.10% of  its  Vista Class assets in distributor fees.

These payments covers such things as payments for services provided by
broker-dealers and expenses connected to sale of shares. Payments are not tied
to the amount of actual expenses incurred. Because 12b-1 expenses are paid out
of a fund's assets on an ongoing basis, over time these fees will increase the
cost of your investment and may cost you more than other types of sales charges.


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 reimbursement for travel expenses, including hotel and meals, in connection
for attending training and educational meetings inside and outside the United
States.


VFD may, in accordance with objective criteria, pay more to some broker dealers
for certain services or activities promoting the sale of Fund shares. Sometimes
these payments are made only to those broker dealers whose employees have sold
or may sell significant amounts of shares of the Funds or other Chase Vista
Funds. VFD pays these amounts outs of compensation it receives from the Funds.



Other information concerning the Fund
The Trust has agreements with certain shareholder servicing agents (including
Chase) under which the shareholder servicing agents have agreed to provide
certain support services to their customers. For performing these services, each
shareholder servicing agent receives an annual fee of up to 0.35% of the average
daily net assets of the Vista Shares of the Fund held by investors serviced by
the shareholder servicing agent. The Board of Trustees has determined that the
amount payable for "service fees" (as defined by the NASD) does not exceed 0.25%
of the average annual net assets attributable to the Vista Shares of the Fund.


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


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

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


Distributions and taxes

The Fund can make money two ways. It can earn income and it can realize capital
gains by selling investments for more than they paid. The Fund deducts any
expenses then pays out these earnings to shareholders as distributions.


<PAGE>

The Fund declares dividends daily, so your shares can start earning dividends on
the day you buy them. We distribute the dividends monthly in the form of
additional shares, unless you tell us that you want payment in cash or deposited
in a pre-assigned bank account. The taxation of dividends won't be affected by
the form in which you receive them. We distribute any short-term capital gains
at least annually. The Fund does not expect to make long-term capital gains.

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

Distributions of capital gains are taxable as long term gains no matter how long
you held your shares. This is true whether you receive the payments in cash or
reinvest them in shares of the Fund.

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

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


<PAGE>



What the terms mean

Commercial paper: Short-term securities with maturities of 1 to 270 days which
are issued by banks, corporations and others.

Demand notes: A debt security with no set maturity date. The investor can
generally demand payment of the principal at any time.

Distribution fee: covers the cost of the distribution system used to sell shares
to the public.

Dollar weighted average maturity: The average maturity of the Fund is the
average amount of time until the organizations that issued the debt securities
in the Fund's portfolio must pay off the principal amount of the debt. "Dollar
weighted" means the larger the dollar value of debt security in the Fund, the
more weight it gets in calculating this average.

Floating rate securities: Securities whose interest rates adjust automatically
whenever a particular interest rate changes.

Investment advisory fee: a fee paid to the investment advisor to manage the Fund
and make decisions about buying and selling the Fund's investments.

Liquidity: Liquidity is the ability to easily convert investments into cash
without losing a significant amount of money in the process.

Municipal lease obligations: These provide participation in municipal lease
agreements and installment purchase contracts, but are not part of the general
obligations of the municipality.

Municipal obligations: Debt securities issued by or on behalf of states,
territories and possessions or by their agencies or other groups with authority
to act for them. For securities to qualify as municipal obligations, the
municipality's lawyers must give an opinion that the interest on them is not
considered gross income for federal income tax purposes.

Other expenses: miscellaneous items, including transfer agency, custody and
registration fees.

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


<PAGE>

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

Variable rate securities: Securities whose interest rates are periodically
adjusted.

<PAGE>


[Back Cover Page]

More information

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

Annual and semi-annual reports

Our annual and semi-annual reports contain more information about the Fund's
investments and performance.

Statement of Additional Information (SAI)

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

You can get a free copy of these documents and other information, or ask us any
questions, by calling us at 1-800-62- CHASE or writing to:

Chase Vista Funds Service Center
P.O. Box 419392
Kansas City, MO 64141-6392

If you buy your shares through an institution, you may contact your institution
for more information.

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

Public Reference Section of the SEC Washington, DC 20549-6009.

1-800-SEC-0330

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

The Fund's Investment Company Act File No. is 811-8358



<PAGE>


Vista Mutual Funds offered
through the Gintel Group






Federal Money Market Fund
Cash Management Fund




Prospectus Enclosed




Gintel & Co.
6 Greenwich Office Park
Greenwich, CT 06831
203-622-6400


Chase Global Funds Services Co.
P.O. Box 2798
Boston, MA 02208-2798
800-344-3092



<PAGE>


Federal Money Market Fund
Cash Management Fund




Prospectus











Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of shares of any of the Funds as an
investment or determined if this prospectus is accurate or complete. It is a
crime to state otherwise.

<PAGE>


CONTENTS

Information about the Fund                      x
      Federal Money Market                      x
      Cash Management
How Your Account Works                          x
      About Sales Charges                       x
      Buying Fund Shares                        x
      Selling Fund Shares                       x
      Other Information concerning the Fund     x

Distribution and Taxes                          x

Shareholder Services                            x

Financial Highlights of the Fund                x

<PAGE>

Federal Money Market Fund

The Fund's objective

The Fund aims to provide current income while still preserving capital and
maintaining liquidity.


The Fund's approach

The Fund invests primarily in:

o  direct debt securities of the U.S. Treasury, including Treasury bills,
bonds and notes, and
o  debt securities that certain U.S. government agencies or authorities have
either issued or guaranteed as to principal and interest.

The Fund does not enter into repurchase agreements. The dollar weighted average
maturity of the Fund will be 90 days or less and the Fund will buy only those
instruments which have remaining maturities of 397 days or less.

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

The Fund may invest significantly in securities with floating or variable rates
of interest. Their yields will vary as interest rates change.

The Fund invests only in securities issued and payable in U.S. dollars. Each
investment must have the highest possible short-term rating from at least two
national rating organizations, or one such rating if only one organization rates
that security. Alternatively, the security may have a guarantee that has such a
rating. If the security is not rated, it must be considered of comparable
quality as determined by the Fund's advisers.

The Fund seeks to develop an appropriate portfolio by considering the
differences in yields among securities of different maturities, market sectors
and issuers.


Instead of investing directly in underlying securities, the Fund may invest all
of its assets in another investment company having substantially the same
investment objectives and policies.

The Fund may change any of its investment policies (except its investment
objective) without shareholder approval.

The main investment risks

The Fund attempts to keep its net asset value constant, but there's no guarantee
it will be able to do so.

The value of money market investments tends to fall when prevailing interest
rates rise, although they're generally less sensitive to interest rate changes
than longer-term securities.

<PAGE>

Although the Fund seeks to be fully invested, it may at times hold some of its
assets in cash. This would hurt the Fund's performance.

[Sidenote:] An investment in the Fund isn't a bank deposit and it isn't insured
or guaranteed by the Federal Deposit Insurance Corporation, The Chase Manhattan
Bank, or any other government agency. Although the Federal Money Market Fund
seeks to preserve the value of your investment at $1.00 per share, it is
possible to lose money by investing in the Fund.

[Sidenote:] Securities in the Fund's portfolio may not earn as high a current
income as longer term or lower-quality securities.

The Fund's past performance

This section shows the Fund's performance record. The bar chart shows how the
performance of the Fund has varied from year to year since the Fund was launched
in 1994. This provides some indication of the risks of investing in the Fund.

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

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

Year-by-year returns

[bar chart goes here]


Best quarter:           _____%, xth quarter, 19__
Worst quarter:          _____%, xth quarter, 19__



Average annual total returns

<PAGE>


For the period ending December 31, 1997:
                   Past 1 year    Since inception 5/9/94
Vista shares       _____%     _____%



Fees and expenses

You don't have to pay any sales charge when you buy or sell Vista shares of the
Fund.

The Fund has a number of operating expenses that it pays out of its assets. You
don't pay any of these directly, but they have the effect of reducing the Fund's
overall returns. The table is based on expenses for the most recent fiscal year.

<TABLE>
<CAPTION>
                                                                    Total
                   Investment                Shareholder            Fund
                   advisory    Distribution  service      Other     fees and
Class of shares    fee         (12b-1)fees   fee          expenses  expenses
<S>                <C>         <C>           <C>          <C>       <C>

Vista shares       0.10%       0.10%         0.35%        0.24%     0.79%
</TABLE>

[Sidenote]
The actual shareholder service fee is currently expected to be 0.26% and the
total fees and expenses are expected not to exceed 0.70%. That's because The
Chase Manhattan Bank (Chase) and some of the Fund's other service providers have
volunteered not to collect a portion of their fees and to reimburse others.
Chase and these other service providers may terminate this arrangement at any
time.


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


Example
This example helps you compare the cost of investing in the Fund with the cost
of investing in other mutual funds. As with all other prospectuses, the example
assumes:
o   you invest $10,000
o   you sell all your shares at the end of the period
o   your investment has a 5% return each year,
o   and the Fund's operating expenses remain the same as shown above.

<PAGE>

<TABLE>
<CAPTION>
Your costs would be:
Number of years:         1             3             5            10
<S>                     <C>          <C>           <C>           <C>

Costs:                  $81          $252          $439          $978
</TABLE>

This example is for comparison only. Your actual costs may be higher or lower,
depending on the amount you invest and the Fund's actual rate of return.


<PAGE>

Cash Management Fund

The Fund's objective

The Fund aims to provide the highest possible level of current income while
still maintaining liquidity and preserving capital.

The Fund's approach

The Fund invests in high quality, short-term money market instruments which are
issued and payable in U.S. dollars.

The Fund principally invests in:
o  high quality commercial paper and other short-term debt securities,
   including floating and variable rate demand notes of U.S. and foreign
   corporations
o  debt securities issued or guaranteed by qualified banks. These are:
o  U.S. banks with more than $1 billion in total assets and foreign
   branches of these banks
o  foreign banks with the equivalent of more than $10 billion in total
   assets and which have branches or agencies in the U.S.
o  other U.S. or foreign commercial banks which the Fund's advisers judge
   to have comparable credit standing
o  securities issued or guaranteed by the U.S. Government, its agencies or
   authorities
o  securities backed by assets
o  repurchase agreements

The dollar weighted average maturity of the Fund will be 90 days or less and the
Fund will buy only those instruments which have remaining maturities of 397 days
or less.

The Fund may invest any portion of its assets in debt securities issued or
guaranteed by U.S. banks and their foreign branches. These include certificates
of deposit, time deposits and bankers' acceptances.

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

The Fund invests only in securities issued and payable in U.S. dollars. Each
investment must have the highest possible short-term rating from at least two
national rating organizations, or one such rating if only one organization rates
that security. Alternatively, the security may have a guarantee that has such a
rating. If

<PAGE>

the security is not rated, it must be considered of comparable
quality as determined by the Fund's advisers.

The Fund seeks to develop an appropriate portfolio by considering the
differences in yields among securities of different maturities, market sectors
and issuers.


Instead of investing directly in underlying securities, the Fund may invest all
of its assets in another investment company having substantially the same
investment objectives and policies.

The Fund may change any of its investment policies (except its investment
objective) without shareholder approval.

The main investment risks

The Fund attempts to keep its net asset value constant, but there's no guarantee
it will be able to do so.

The value of money market investments tends to fall when prevailing interest
rates rise, although they're generally less sensitive to interest rate changes
than longer-term securities.

Repurchase agreements involve some risk to the Fund if the other party does not
live up to its obligations under the agreement.

The Fund's ability to concentrate its investments in the banking industry could
increase risks. The profitability of banks depends largely on the availability
and cost of funds, which can change depending upon economic conditions. Banks
are also exposed to losses if borrowers get into financial trouble and can't
repay their loans.

Investments in foreign banks and other foreign issuers may be riskier than
investments in the United States. That could be, in part, because of difficulty
converting investments into cash, political and economic instability, the
imposition of government controls, or regulations that don't match US standards.

Although the Fund seeks to be fully invested, it may at times hold some of its
assets in cash. This would hurt the Fund's performance.


[Sidenote:] An investment in the Fund isn't a bank deposit and it isn't insured
or guaranteed by the Federal Deposit Insurance Corporation, The Chase Manhattan
Bank, or any other government agency. Although the Cash Management Money Market
Fund seeks to preserve the value of your investment at $1.00 per share, it is
possible to lose money by investing in the Fund.

[Sidenote:] Securities in the Fund's portfolio may not earn as high a current
income as longer term or lower-quality securities.

<PAGE>

The Fund's past performance

This section shows the Fund's performance record. The bar chart shows how the
performance of the Fund has varied from year to year since the predecessor of
the Fund was launched in 1989. This provides some indication of the risks of
investing in the Fund.

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


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


Year-by-year returns

[bar chart goes here]


Footnote: On May 3, 1996, the Hanover Cash Management Fund merged into Cash
Management Fund. The Fund's performance figures for the periods before that
date are for the Hanover fund.


Best quarter:           _____%, xth quarter, 19__
Worst quarter:          _____%, xth quarter, 19__



Average annual total returns


For the periods ending December 31, 1997:

                   Past 1 year       Past 5 years   Since inception 1/17/89
Vista shares       _____%            _____%         _____%


<PAGE>

Fees and expenses

You don't have to pay any sales charge when you buy or sell Vista shares of the
Fund.

The Fund has a number of operating expenses that it pays out of its assets. You
don't pay any of these directly, but they have the effect of reducing the Fund's
overall returns. The table is based on expenses for the most recent fiscal year.

<TABLE>
<CAPTION>
                                                                    Total
                   Investment                Shareholder            Fund
                   advisory    Distribution  service      Other     fees and
Class of shares    fee         (12b-1)fees   fee          expenses  expenses
<S>                <C>         <C>           <C>          <C>       <C>
Vista shares       0.10%       none          0.35%        0.16%     0.61%
</TABLE>

[Sidenote]
The actual shareholder service fee currently is expected to be 0.33% and the
total fees and expenses are expected not to exceed 0.59%. That's because The
Chase Manhattan Bank (Chase) and some of the Fund's other service providers have
volunteered not to collect a portion of their fees and to reimburse others.
Chase and these other service providers may terminate this arrangement at any
time.


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


Example
This example helps you compare the cost of investing in the Fund with the cost
of investing in other mutual funds. As with all other prospectuses, the example
assumes:
o  you invest $10,000
o  you sell all your shares at the end of the period
o  your investment has a 5% return each year, and


<PAGE>

o   the Fund's operating expenses remain the same as shown
    above.

Your costs would be:

<TABLE>
<CAPTION>
Number of years:         1             3             5            10
<S>                     <C>          <C>           <C>           <C>
Costs:                  $62          $195          $340          $762
</TABLE>

This example is for comparison only. Your actual costs may be higher or lower,
depending on the amount you invest and the Fund's actual rate of return.

<PAGE>


                             FINANCIAL HIGHLIGHTS

The table set forth below provides selected per share data and ratios for one
Vista Share outstanding throughout each period shown. This information is
supplemented by financial statements and accompanying notes appearing in the
Fund's Annual Report to Shareholders for the fiscal year ended August 31, 1997,
which is incorporated by reference into the SAI. Shareholders may obtain a copy
of this annual report by contacting the Fund or their Shareholder Servicing
Agent. The financial statements and notes, as well as the financial information
set forth in the table below, have been audited by Price Waterhouse LLP,
independent accountants, whose report thereon is included in the Annual Report
to Shareholders.

                        VISTA FEDERAL MONEY MARKET FUND

<TABLE>
<CAPTION>
                                                      Year             Year           Year           Year         5/9/94*
                                                     Ended             ended          ended          ended        through
                                                    8/31/98          8/31/97        8/31/96        8/31/95        8/31/94
                                                  -----------       ---------      ---------      ---------      ---------
<S>                                               <C>               <C>            <C>            <C>            <C>
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  ........................                       0.048          0.048          0.051          0.013
                                                                    ---------      ---------      ---------      ---------
  Total from Investment Operations   ............                       0.048          0.048          0.051          0.013
 Less Distributions:                                              
  Dividends from Net Investment Income  .........                       0.048          0.048          0.051          0.013
                                                                    ---------      ---------      ---------      ---------
Net Asset Value, End of Period ..................                    $   1.00       $   1.00       $   1.00       $   1.00
                                                                    =========      =========      =========      =========
TOTAL RETURN                                                             4.91%          4.83%          5.20%          1.26%
Ratios/Supplemental Data                                          
 Net Assets, End of Period (000 omitted)   ......                    $301,031       $352,934       $203,399       $ 19,955
 Ratio of Expenses to Average Net Assets#  ......                        0.70%          0.70%          0.69%          0.40%
 Ratio of Net Investment Income to Average Net                    
  Assets# .......................................                        4.79%          4.79%          5.16%          4.36%
 Ratio of Expenses without waivers and assumption                 
   of expenses to Average Net Assets#   .........                        0.82%          0.93%          0.93%          1.02%
 Ratio of Net Investment Income without waivers   
   and assumptions of expenses to Average Net
   Assets#   ....................................                        4.67%          4.56%          4.92%          3.74%
</TABLE>


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



<PAGE>
                             FINANCIAL HIGHLIGHTS

On May 3, 1996, the Hanover Cash Management Fund merged into Vista Cash
Management Fund. The table set forth below provides selected per share data and
ratios for one Hanover Cash Management Fund share (the accounting survivor of
the merger) outstanding through May 3, 1996 and one Vista Share of the Vista
Cash Management Fund outstanding for periods thereafter. This information is
supplemented by financial statements and accompanying notes appearing in the
Hanover Cash Management Fund's Annual Report to Shareholders for the fiscal
year ended November 30, 1995 and the Fund's Annual Report to Shareholders
for the period ended August 31, 1997, which both are incorporated by reference
into the SAI. Shareholders may obtain a copy of these annual reports by
contacting the Fund or their Shareholder Servicing Agent. The financial
statements and notes, as well as the financial information set forth in the
table below, for the 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.

                           VISTA CASH MANAGEMENT FUND
- --------------------------------------------------------------------------------


<TABLE>
<CAPTION>
 
                                                              Year           Year          12/1/95               Year Ended
                                                             Ended         Ended           through       --------------------------
                                                            8/31/98       8/31/97         8/31/96**         11/30/95       11/30/94
                                                          -----------   -----------    -------------     -----------       --------
<S>                                                       <C>           <C>            <C>               <C>            <C>
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  .................................                   0.050          0.037             0.054        0.036
                                                                        ----------     ----------        ----------     --------
 Less Distributions:                                                                                   
  Dividends from Net Investment Income  ..................                   0.050          0.037             0.054        0.036
                                                                        ----------     ----------        ----------     --------
Net Asset Value, End of Period ...........................              $    1.000     $    1.000        $    1.000     $  1.000
                                                                        ==========     ==========        ==========     ========
TOTAL RETURN                                                                  5.09%          3.69%             5.49%        3.62%
Ratios/Supplemental Data                                                                               
 Net Assets, End of Period (000 omitted)   ...............              $2,576,142     $1,621,212        $1,634,493     $990,045
 Ratio of Expenses to Average Net Assets#  ...............                    0.59%          0.60%             0.58%        0.58%
 Ratio of Net Investment Income to Average Net Assets#   .                    4.99%          4.91%             5.35%        3.62%
 Ratio of Expenses without waivers and assumption of                                                                       
  expenses to Average Net Assets# ........................                    0.62%          0.63%             0.62%        0.62%
 Ratio of Net Investment Income without waivers and                                                                        
  assumption of expenses to Average Net Assets # .........                     4.96%          4.88%             5.31%        3.58%
                                                                                                                             


<CAPTION>
                                                             Year Ended  
                                                              -----------
                                                              11/30/93   
                                                              --------   
<S>                                                        <C>           
PER SHARE OPERATING PERFORMANCE
 Net Asset Value, Beginning of Period ..................... $    1.000   
                                                            ----------   
 Income from Investment Operations:
  Net Investment Income  .................................       0.027   
                                                            ----------   
 Less Distributions:
  Dividends from Net Investment Income  ..................       0.027   
                                                            ----------   
Net Asset Value, End of Period ...........................  $    1.000   
                                                            ==========   
TOTAL RETURN                                                      2.74%  
Ratios/Supplemental Data
 Net Assets, End of Period (000 omitted)   ...............  $  861,025   
 Ratio of Expenses to Average Net Assets#  ...............        0.61%  
 Ratio of Net Investment Income to Average Net Assets#   .        2.70%  
 Ratio of Expenses without waivers and assumption of
  expenses to Average Net Assets# ........................        0.64%  
 Ratio of Net Investment Income without waivers and
  assumption of expenses to Average Net Assets # .........        2.67%  
</TABLE>




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

<PAGE>

How to buy, sell and exchange shares


How shares are priced

The price of your shares is the net asset value per share (NAV) of $1.00. NAV is
the value of everything the Fund owns, minus everything it owes, divided by the
number of shares held by investors. Both Funds described in this prospectus seek
to maintain a stable NAV. Each fund uses the amortized cost to value its
portfolio of securities. This method provides more stability in valuations.
However, it may also result in periods during which the stated value of a
security is different than the price the Fund would receive if it sold the
investment.

The NAV is generally calculated as of 4:00 p.m. Eastern time, each day the Funds
are accepting purchase orders. When certain automated share purchase programs
are introduced, we'll also calculate the NAV at 6:00 p.m. for Funds available
through those programs. You'll pay the next NAV calculated after our agent, the
Chase Global Funds Service Center, receives your order in proper form. An order
is in proper form only after funds are converted into federal funds.

The center accepts purchase orders on any business day that the Federal Reserve
Bank of New York and the New York Stock Exchange are open. If you send us and
order in proper form by the Fund's cut-off time, we'll process your order at
that day's price and you'll be entitled to all dividends declared on that day.
If we receive your order after the cut-off time, we'll generally process it at
the next day's price, but we may process it that day. If you pay by check before
the cut-off time, we'll generally process your order the next day the Fund is
open for business. Normally, the cut-off (in Eastern time) is 2:00 p.m. for the
Federal Money Market Fund and 4:00 p.m. for the Cash Management Fund.

If the Public Securities Association recommends an early close to trading on the
U.S. Government securities market, the Fund may close earlier.

You must provide a Taxpayer Identification Number when you open an account.

The Funds have the right to reject any purchase order or stop offering shares at
any time.

<PAGE>

How to buy shares

There is no charge to buy or sell shares. You can open an account with as little
as $2,500. The minimum is $1,000 for IRAs, SEP-IRAs and the Automatic Investment
Program (see below). We won't issue certificates unless you ask for them in
writing.

By mail

You may buy shares of the Fund by completing and signing an account application
and mailing it, together with a check payable to "Gintel Group", to:

The Gintel Group
c/o Chase Global Funds Services Company
P.O. Box 2798
Boston, MA 02208-2798

Special forms are required if you want to hold your shares in an IRA or Keogh.
You can get them from the Fund. If you pay by check, you won't be able to sell
your shares until your check clears. That could take 15 calendar days or longer.
If you buy through an automated clearing house, you won't be able to sell your
shares until the payment clears, which may take seven business days or longer.
If a bank does not honor a check used to buy shares, the order will be canceled
and the shareholder will be responsible for any losses or expenses the Fund
incurs.


By wire

You may buy shares by wiring federal funds. For best service, follow these
steps:

1) Phone Chase Global Funds Services Company toll free at 1-800-344-3092 to get
instructions before you wire the funds. Have your Social Security or Tax
Identification Number handy.

2) Tell your bank to wire the money to the Fund's custodian as follows:

The Chase Manhattan Bank
New York, N.Y. 10003
ABA # 0210-0002-1
F/B/O The Gintel Group
DDA Acct #910-2-732980
Ref: [Name of the Fund]

<PAGE>

Your bank account number
Your bank account name


Additional investments

There is no minimum for additional investments. Just follow the procedures
explained above for buying by mail or wire. It's important to include your
mutual fund account number, account name and the Fund and class of shares you
want to buy. Write the information on the check or wire order to make sure the
money is credited properly.

You may also buy shares through registered securities dealers who have an
agreement with the fund distributor. The dealer may charge a fee for this
service.


The Automatic Investment Plan

The Automatic Investment Plan lets you make regular investments of $100 or more
by having the money automatically debited from a bank savings or checking
account. You can arrange to buy shares once a month on either the first or 15th
of the month, or twice a month on the first and 15th of the month.

To set up the plan, ask the Fund for the proper form when you open your account.
If you're already a shareowner and want to start a plan, send a signed letter
with a signature guarantee and a deposit slip or check marked "Void" to Chase
Global Funds Services Company at the address shown above.


How to sell shares

You can sell your shares on any day the Fund is open for business. The fund will
not allow you to sell your shares if you haven't yet paid for them. The price
you receive is the next net asset value calculated after your order is accepted.

Under normal circumstances, if your request is received before the Fund's
cut-off time, the Fund will send you the proceeds the next business day. The
Fund may stop accepting orders to sell and may postpone payments for more than
seven days, as federal securities laws permit.

You'll need to have your signature guaranteed if you want your payment sent to
an address other than the one we have in our records. We may also need
additional documents or a letter from a surviving joint owner before selling the
shares.

<PAGE>

By mail

To sell by mail, include the following:

1) A letter of instruction showing the number of shares or dollar amount you
want to sell, the Fund name and the class of shares. All registered owners of
the shares must sign the letter, using the exact names they used when they
bought the shares.

2) Signature guarantees if needed. (See below.)

3) Other supporting legal documents if the sale involves estates, trusts,
guardianships, custodianships, corporations, other organizations, or pension and
profit sharing plans. If you're uncertain what to include call 1-800-344-3092.

Mail your request to:

The Gintel Group
c/o Chase Global Funds Services Company
P.O. Box 2798
Boston, MA 02208-2798


Box:
When to include signature guarantees
Signature guarantees help prevent fraud. You'll need one if you want the
proceeds of the sale of shares to be sent to someone who is not a registered
owner, or if you want the proceeds sent to an address that is not on our
records.

Eligible guarantors include banks, brokers, dealers, credit unions, national
securities exchanges, registered securities associations, clearing agencies and
savings associations. To guarantee a signature, a broker-dealer must be a member
of a clearing organization or maintain net capital of at least $100,000. Call
1-800-344-3092 for more details.

The signature guarantee must appear either:
on the written request to sell your shares,


<PAGE>

on a separate document which specifies the total number of shares, Fund and
class of shares, or

on all stock certificates being redeemed, if certificates
were issued.

End box


By phone

To sell your shares by phone, you must have completed the appropriate section of
the account application.

To sell by phone, call 1-800-344-3092. You can ask to have the proceeds sent by
mail or by wire to your bank account. If you're selling less than $1,000 worth
of shares, you the proceeds will be sent by mail only. There is a charge to send
funds by wire. Have your account number, Fund name and Social Security or Tax
Identification Number handy.

If you apply for telephone redemption privileges, you are authorizing the Fund
distributor to act on redemption and transfer instructions received by phone. If
someone trades on your account by phone, the distributor will take reasonable
precautions to confirm the caller's identity, such as asking for personal
information. Investors agree that they will not hold the Fund liable for any
loss or expenses from any sales request, if the Fund distributor takes
reasonable precautions. Call 1-800-344-3092 for more information.

We can change or end the telephone redemption privilege at any time without
notice.


Automatic withdrawals
The Systematic Withdrawal Plan lets you make regular withdrawals, monthly,
quarterly twice a year or once a year. You must have a minimum account balance
of $10,000 to set up the plan. Call 1-800-344-3092 for complete instructions.

Box:
Involuntary closing of accounts
The Fund can sell an investor's shares and close the account if:
the net asset value of the shares in the account falls below $500


<PAGE>

the investor buys through the Systematic Investment Plan and fails to meet
investment minimums within 12 months of opening the account. We'll give at least
60 days notice before closing an account.

End box


How to exchange shares

You can exchange your shares of this Fund for shares of any other Funds in the
Gintel Group, as long as the other Fund is available in your state. You'll need
to meet minimum investment requirements and other eligibility requirements.
There may be other conditions.

Carefully read the prospectus of the fund you want to buy before making an
exchange.

Shares will be exchanged at the next net asset value calculated after the
exchange order is accepted. There are no fees for exchanging shares.

Chase Global Funds Services Company may set limits on exchanges, including
number of shares exchanged and how often you may exchange them. Frequent
exchanges can hurt all investors because they increase costs.

If your shares are held in a broker "street name", you can't exchange them by
mail or telephone. You must contact your investment representative. Chase Global
may reject any exchange request and may change or end the exchange feature at
any time.

For federal income tax purposes, exchanging shares is treated as selling shares
of one fund and buying shares of the other. As a result, you may realize a
taxable gain or loss when you exchange.

To exchange by phone or wire, follow the procedures shown in the How to buy
shares section above. You'll also have to include the name of the Fund and share
class you want to exchange to.

The Fund's investment adviser

The Chase Manhattan Bank (Chase) is the investment adviser to the Fund. Chase is
a wholly owned subsidiary of The Chase Manhattan Corporation (CMC), a

<PAGE>

bank holding company. Chase and its predecessors have more than a century of
money management experience.


For the fiscal year ended August 31, 1998, Chase was paid an advisory fee of 
0.10% of the average daily net assets of each Fund.


Chase Asset Management Inc. is the sub-adviser for the Federal Money Market
Fund . Chase Asset Management is a wholly-owned subsidiary of Chase. It makes
the day-to-day investment decisions for the Funds.

Chase Bank of Texas, National Association (Chase Texas) is the sub-adviser to
the Cash Management Fund. Chase Texas and its predecessor have been in the
investment counseling business since 1987 and is a wholly-owned subsidiary of
The Chase Manhattan Corporation. It makes the day-to-day investment decisions
for the Funds.

The Year 2000
The Fund, like any business, could be affected if the computer systems on which
it relies fail to properly process information beginning on January 1, 2000. The
Fund's advisers are updating their own systems and encouraging service providers
to do the same, but there's no guarantee these systems will work properly.

Distribution Arrangements


Vista Fund Distributors Inc. (VFD) is the distributor for the Funds. It is a
subsidiary of The BISYS Group, Inc. and is not affiliated with The Chase
Manhattan Bank. The Federal Money Market Fund has adopted a Rule 12b-1
distribution plan under it pays up to 0.10% of its Vista Class assets in
distribution fees.

These payments covers such things as payments for services provided by
broker-dealers and expenses connected to sale of shares. Payments are not tied
to the amount of actual expenses incurred. Because 12b-1 expenses are paid out
of a fund's assets on an ongoing basis, over time these fees will increase the
cost of your investment and may cost you more than other types of sales charges.


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 reimbursement for travel expenses, including hotel and meals, in connection
for attending training and educational meetings inside and outside the United
States.


VFD may, in accordance with objective criteria, pay more to some broker dealers
for certain services or activities promoting the sale of Fund shares. Sometimes
these payments are made only to those broker dealers whose employees have sold
or may sell significant amounts of shares of the Funds or other Chase Vista
Funds. VFD pays these amounts outs of compensation it receives from the Funds.


<PAGE>


Other information concerning the Funds


The Trust has agreements with certain shareholder servicing agents (including
Chase) under which the shareholder servicing agents have agreed to provide
certain support services to their customers. 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 serviced by
the shareholder servicing agent. The Board of Trustees has determined that the
amount payable for "service fees" (as defined by the NASD) does not exceed 0.25%
of the average annual net assets attributable to the Vista Shares of each Fund.

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

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


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


Distributions and taxes


The Funds can make money two ways. They can earn income and they can realize
capital gains by selling investments for more than they paid. The fund deducts
any expenses then pays out these earnings to shareholders as distributions.

The Funds declare dividends daily, so your shares can start earning dividends on
the day you buy them. We distribute the dividends monthly in the form of
additional shares, unless you tell us that you want payment in cash or deposited
in a pre-assigned bank account. The taxation of dividends won't be affected by
the form in which you receive them. We distribute any short-term capital gains
at least annually. The Funds do not expect to make long-term capital gains.

Dividends are usually taxable as ordinary income at the federal, state and local
levels. There are exceptions. Dividends of tax-exempt interest income by the Tax
Free Funds are not subject to federal income taxes but will generally be subject
to state and local taxes. The state or municipality where you live may not
charge you


<PAGE>

state and local taxes on dividends earned on certain bonds. Dividends
earned on bonds issued by the U.S. government and its agencies may also be
exempt from some types of state and local taxes.

Distributions of capital gains are taxable as long term gains no matter how long
you held your shares. This is true whether you receive the payments in cash or
reinvest them in shares of the fund.

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

The above is only a general summary of tax implications of investing in these
Funds. Please consult your tax advisor to see how investing in the Funds will
affect your own tax situation.


<PAGE>

What the terms mean

Commercial paper: Short-term securities with maturities of 1 to 270 days which
are issued by banks, corporations and others.

Demand notes: A debt security with no set maturity date. The investor can
generally demand payment of the principal at any time.

Distribution fee: covers the cost of the distribution system used to sell
shares to the public.

Dollar weighted average maturity: The average maturity of the Fund is the
average amount of time until the organizations that issued the debt securities
in the Fund's portfolio must pay off the principal amount of the debt. "Dollar
weighted" means the larger the dollar value of debt security in the Fund, the
more weight it gets in calculating this average.

Floating rate securities: Securities whose interest rates adjust automatically
whenever a particular interest rate changes.

Investment advisory fee: a fee paid to the investment advisor to manage the Fund
and make decisions about buying and selling the Fund's investments.

Liquidity: Liquidity is the ability to easily convert investments into cash
without losing a significant amount of money in the process.

Municipal lease obligations: These provide participation in municipal lease
agreements and installment purchase contracts, but are not part of the general
obligations of the municipality.

Municipal obligations: Debt securities issued by or on behalf of states,
territories and possessions or by their agencies or other groups with authority
to act for them. For securities to qualify as municipal obligations, the
municipality's lawyers must give an opinion that the interest on them is not
considered gross income for federal income tax purposes.

Other expenses: miscellaneous items, including transfer agency, custody and
registration fees.

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


<PAGE>

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

Variable rate securities: Securities whose interest rates are periodically
adjusted.

<PAGE>


[Back Cover Page]

More information

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

Annual and semi-annual reports

Our annual and semi-annual reports contain more information about each Fund's
investments and performance.

Statement of Additional Information (SAI)

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

You can get a free copy of these documents and other information, or ask us any
questions, by calling us at 1-800-62- CHASE or writing to:

Chase Vista Funds Service Center
P.O. Box 419392
Kansas City, MO 64141-6392

If you buy your shares through an institution, you may contact your institution
for more information.

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

Public Reference Section of the SEC Washington, DC 20549-6009.

1-800-SEC-0330

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

The Fund's Investment Company Act File No. is 811-8358


<PAGE>


Cohen & Steers
Chase Vista Cash Management Fund

757 Third Avenue
New York, New York 10017
(212) 832-3232


Prospectus Enclosed



<PAGE>

Chase Vista Cash Management Fund

PROSPECTUS

December 29, 1998

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of shares of any of the Funds as an
investment or determined if this prospectus is accurate or complete. It is a
crime to state otherwise.

<PAGE>

CONTENTS

Information about the Fund                  x

How Your Account Works                             x
     About Sales Charges                    x
     Buying Fund Shares                     x
     Selling Fund Shares                    x
     Other Information concerning the Fund         x

Distribution and Taxes                             x

Shareholder Services                        x

Financial Highlights of the Fund                   x

<PAGE>

The Fund's objective

The Fund aims to provide the highest possible level of current income while
still maintaining liquidity and preserving capital.

The Fund's approach

The Fund invests in high quality, short-term money market instruments which are
issued and payable in U.S. dollars.

The Fund principally invests in:
   o high quality commercial paper and other short-term debt securities,
     including floating and variable rate demand notes of U.S. and foreign
     corporations
   o debt securities issued or guaranteed by qualified banks. These are:
         o U.S. banks with more than $1 billion in total assets and foreign 
           branches of these banks
         o foreign banks with the equivalent of more than $10 billion in total
           assets and which have branches or agencies in the U.S.
         o other U.S. or foreign commercial banks which the Fund's advisers
           judge to have comparable credit standing
   o securities issued or guaranteed by the U.S. Government, its agencies or
     authorities
   o securities backed by assets
   o repurchase agreements

The dollar weighted average maturity of the Fund will be 90 days or less and the
Fund will buy only those instruments which have remaining maturities of 397 days
or less.

The Fund may invest any portion of its assets in debt securities issued or
guaranteed by U.S. banks and their foreign branches. These include certificates
of deposit, time deposits and bankers' acceptances.

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

The Fund invests only in securities issued and payable in U.S. dollars. Each
investment must have the highest possible short-term rating from at least two
national rating organizations, or one such rating if only one organization rates
that security. Alternatively, the security may have a guarantee that has such a
rating. If the security is not rated, it must be considered of comparable
quality as determined by the Fund's advisers.

<PAGE>

The Fund seeks to develop an appropriate portfolio by considering the
differences in yields among securities of different maturities, market sectors
and issuers.


Instead of investing directly in underlying securities, the Fund may invest all
of its assets in another investment company having substantially the same
investment objectives and policies.

The Fund may change any of its investment policies (except its investment
objective) without shareholder approval.

The main investment risks

The Fund attempts to keep its net asset value constant, but there's no guarantee
it will be able to do so.

The value of money market investments tends to fall when prevailing interest
rates rise, although they're generally less sensitive to interest rate changes
than longer-term securities.

Repurchase agreements involve some risk to the Fund if the other party does not
live up to its obligations under the agreement.

The Fund's ability to concentrate its investments in the banking industry could
increase risks. The profitability of banks depends largely on the availability
and cost of funds, which can change depending upon economic conditions. Banks
are also exposed to losses if borrowers get into financial trouble and can't
repay their loans.

Investments in foreign banks and other foreign issuers may be riskier than
investments in the United States. That could be, in part, because of difficulty
converting investments into cash, political and economic instability, the
imposition of government controls, or regulations that don't match US standards.

Although the Fund seeks to be fully invested, it may at times hold some of its
assets in cash. This would hurt the Fund's performance.

[Sidenote:] An investment in the Fund isn't a bank deposit and it isn't insured
or guaranteed by the Federal Deposit Insurance Corporation, The Chase Manhattan
Bank, or any other government agency. Although the Cash Management Money Market
Fund seeks to preserve the value of your investment at $1.00 per share, it is
possible to lose money by investing in the Fund.

[Sidenote:] Securities in the Fund's portfolio may not earn as high a current
income as longer term or lower-quality securities.

<PAGE>

The Fund's past performance

This section shows the Fund's performance record. The bar chart shows how the
performance of the Fund has varied from year to year since the predecessor of
the Fund was launched in 1989. This provides some indication of the risks of
investing in the Fund.

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

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

Year-by-year returns

[bar chart goes here]

Footnote: On May 3, 1996, the Hanover Cash Management Fund merged into Cash
Management Fund. The Fund's performance figures for the periods before that 
date are for the Hanover fund.


Best quarter:                _____%, xth quarter, 19__
Worst quarter:               _____%, xth quarter, 19__



Average annual total returns For the periods ending December 31, 1997:
                   Past 1 year        Past 5 years      Since inception 1/17/89
Vista shares       _____%             _____%            _____%


<PAGE>

Fees and expenses

You don't have to pay any sales charge when you buy or sell Vista shares of the
Fund.

The Fund has a number of operating expenses that it pays out of its assets. You
don't pay any of these directly, but they have the effect of reducing the Fund's
overall returns. The table is based on expenses for the most recent fiscal year.


<TABLE>
<S>                    <C>            <C>            <C>           <C>         <C>
                                                                               Total
                                                                               Fund
Class of shares        Investment     Distribution   Shareholder   Other       fees and
                       advisory fee   (12b-1) fees   service fee   expenses    expenses
Vista shares           0.10%          none           0.35%         0.16%       0.61%
</TABLE>

[Sidenote]
The actual shareholder service fee currently is expected to be 0.33% and the
total fees and expenses are expected not to exceed 0.59%. That's because The
Chase Manhattan Bank (Chase) and some of the Fund's other service providers have
volunteered not to collect a portion of their fees and to reimburse others.
Chase and these other service providers may terminate this arrangement at any
time.


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


Example
This example helps you compare the cost of investing in the Fund with the cost
of investing in other mutual funds. As with all other prospectuses, the example
assumes:
     o you invest $10,000
     o you sell all your shares at the end of the period 
     o your investment has a 5% return each year, and
     o the Fund's operating expenses remain the same as shown above.

Your costs would be:


Number of years:             1               3               5               10
Costs:                     $62            $195            $340             $762

This example is for comparison only. Your actual costs may be higher or lower,
depending on the amount you invest and the Fund's actual rate of return.

<PAGE>
                             FINANCIAL HIGHLIGHTS

On May 3, 1996, the Hanover Cash Management Fund merged into Vista Cash
Management Fund. The table set forth below provides selected per share data and
ratios for one Hanover Cash Management Fund share (the accounting survivor of
the merger) outstanding through May 3, 1996 and one Vista Share of the Vista
Cash Management Fund outstanding for periods thereafter. This information is
supplemented by financial statements and accompanying notes appearing in the
Hanover Cash Management Fund's Annual Report to Shareholders for the fiscal
year ended November 30, 1995 and the Fund's Annual Report to Shareholders
for the period ended August 31, 1997, which both are incorporated by reference
into the SAI. Shareholders may obtain a copy of these annual reports by
contacting the Fund or their Shareholder Servicing Agent. The financial
statements and notes, as well as the financial information set forth in the
table below, for the 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.

                           VISTA CASH MANAGEMENT FUND
- --------------------------------------------------------------------------------


<TABLE>
<CAPTION>
 
                                                              Year           Year          12/1/95               Year Ended
                                                             Ended         Ended           through       --------------------------
                                                            8/31/98       8/31/97         8/31/96**         11/30/95       11/30/94
                                                          -----------   -----------    -------------     -----------       --------
<S>                                                       <C>           <C>            <C>               <C>            <C>
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  .................................                   0.050          0.037             0.054        0.036
                                                                        ----------     ----------        ----------     --------
 Less Distributions:                                                                                   
  Dividends from Net Investment Income  ..................                   0.050          0.037             0.054        0.036
                                                                        ----------     ----------        ----------     --------
Net Asset Value, End of Period ...........................              $    1.000     $    1.000        $    1.000     $  1.000
                                                                        ==========     ==========        ==========     ========
TOTAL RETURN                                                                  5.09%          3.69%             5.49%        3.62%
Ratios/Supplemental Data                                                                               
 Net Assets, End of Period (000 omitted)   ...............              $2,576,142     $1,621,212        $1,634,493     $990,045
 Ratio of Expenses to Average Net Assets#  ...............                    0.59%          0.60%             0.58%        0.58%
 Ratio of Net Investment Income to Average Net Assets#   .                    4.99%          4.91%             5.35%        3.62%
 Ratio of Expenses without waivers and assumption of                                                                       
  expenses to Average Net Assets# ........................                    0.62%          0.63%             0.62%        0.62%
 Ratio of Net Investment Income without waivers and                                                                        
  assumption of expenses to Average Net Assets # .........                     4.96%          4.88%             5.31%        3.58%
                                                                                                                             


<CAPTION>
                                                             Year Ended  
                                                              -----------
                                                              11/30/93   
                                                              --------   
<S>                                                        <C>           
PER SHARE OPERATING PERFORMANCE
 Net Asset Value, Beginning of Period ..................... $    1.000   
                                                            ----------   
 Income from Investment Operations:
  Net Investment Income  .................................       0.027   
                                                            ----------   
 Less Distributions:
  Dividends from Net Investment Income  ..................       0.027   
                                                            ----------   
Net Asset Value, End of Period ...........................  $    1.000   
                                                            ==========   
TOTAL RETURN                                                      2.74%  
Ratios/Supplemental Data
 Net Assets, End of Period (000 omitted)   ...............  $  861,025   
 Ratio of Expenses to Average Net Assets#  ...............        0.61%  
 Ratio of Net Investment Income to Average Net Assets#   .        2.70%  
 Ratio of Expenses without waivers and assumption of
  expenses to Average Net Assets# ........................        0.64%  
 Ratio of Net Investment Income without waivers and
  assumption of expenses to Average Net Assets # .........        2.67%  
</TABLE>




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

<PAGE>

How shares are priced

The price of your shares is the net asset value per share (NAV) of $1.00. NAV is
the value of everything the Fund owns, minus everything it owes, divided by the
number of shares held by investors. The Fund seeks to maintain a stable NAV. The
fund uses the amortized cost to value its portfolio of securities. This method
provides more stability in valuations. However, it may also result in periods
during which the stated value of a security is different than the price the Fund
would receive if it sold the investment.

The NAV is generally calculated as of 4:00 p.m. Eastern time, each day the Fund
is accepting purchase orders. When certain automated share purchase programs are
introduced, we'll also calculate the NAV at 6:00 p.m. for Funds available
through those programs. You'll pay the next NAV calculated after our agent, the
Chase Global Funds Service Center, receives your order in proper form. An order
is in proper form only after funds are converted into federal funds.

The center accepts purchase orders on any business day that the Federal Reserve
Bank of New York and the New York Stock Exchange are open. If you send us and
order in proper form by the Fund's cut-off time, we'll process your order at
that day's price and you'll be entitled to all dividends declared on that day.
If we receive your order after the cut-off time, we'll generally process it at
the next day's price, but we may process it that day. If you pay by check before
the cut-off time, we'll generally process your order the next day the Fund is
open for business. Normally, the cut-off (in Eastern time) for the Cash
Management Fund is 4:00 p.m.

If the Public Securities Association recommends an early close to trading on the
U.S. Government securities market, the Fund may close earlier.

You must provide a Taxpayer Identification Number when you open an account.

The Funds have the right to reject any purchase order or stop offering shares at
any time.

How to buy shares

There is no charge to buy or sell shares. You can open an account with as little
as $1,000. The minimum for subsequent investments is $250.

<PAGE>

By mail

You may buy shares of the Fund by completing and signing the account application
in this prospectus and mailing it, together with a check payable to "Chase Vista
Cash Management Fund", to:

Cohen & Steers/Chase Vista Cash Management Fund
c/o Chase Global Funds Services Company
P.O. Box 2798
Boston, MA 02208-2798

If you pay by check, you won't be able to sell your shares until your check
clears. That could take 15 calendar days or longer. If you buy through an
automated clearing house, you won't be able to sell your shares until the
payment clears, which may take seven business days or longer. If a bank does not
honor a check used to buy shares, the order will be canceled and the shareholder
will be responsible for any losses or expenses the Fund incurs.

By wire

For best service, follow these steps:

1) Phone toll free at (800) 437-9912. Give your name, address, telephone number,
Social Security or Tax Identification Number, the Fund name and class of shares
you want to buy, the amount being wired and the name of the bank wiring the
funds. You should also indicate how you want to receive any payments of
distributions. You'll receive a wire reference control number.

2) Tell your bank to wire the money to the Fund's custodian as follows:

The Chase Manhattan Bank
One Chase Manhattan Plaza
New York, N.Y. 10081-1000
ABA # 0210-0002-1
DDA Acct #910-2-733012
Attn: Cohen & Steers/Chase Vista Cash Management Fund
Your bank account number
Your bank account name
Wire Reference Control #

<PAGE>

The Automatic Investment Plan

The Automatic Investment Plan lets you make regular investments each month by
having the money automatically debited from a bank savings or checking account.

To set up the plan, see the automatic investment plan section of the account
application. You can also set up the plan later by contacting the Fund. You may
discontinue the program at any time by telling the fund by phone or in writing.

Additional investments

You can make additional investments in the Fund at any time with as little as
$250. Just follow the procedures explained above for buying by mail or wire.
It's important to include your mutual fund account number, account name and the
Fund and class of shares you want to buy. Write the information on the check or
wire order to make sure the money is credited properly.

Confirmed purchases will be done only at the discretion of the Fund's investment
adviser.

You may also buy shares through registered securities dealers who have an
agreement with the fund distributor. The dealer may charge a fee for this
service.

How to exchange shares

You can exchange between some or all of your shares of the Fund and shares of
any other mutual funds within the Cohen & Steers Family of Funds. The other Fund
must be available in your state. You'll need to meet minimum investment
requirements and may have to pay any sales charge that applies to the other
funds. There may be other conditions.

Carefully read the prospectus of the fund you want to buy before making an
exchange.

Shares will be exchanged at the next net asset value calculated after the
exchange order is accepted. There is no charge for the exchange privilege.

Chase Global Funds Services Company may set limits on exchanges, including
number of shares exchanged and how often you may exchange them. Frequent
exchanges can hurt all investors because they increase costs.

<PAGE>

For federal income tax purposes, exchanging shares is treated as selling shares
of one fund and buying shares of the other. As a result, you may realize a
taxable gain or loss when you exchange.

To make an exchange or for more information, call Chase Global Fund Services
Company at (800) 437-9912.

How to sell shares

You can sell your shares on any day the Fund is open for business. The fund will
not allow you to sell your shares if you haven't yet paid for them. The price
you receive is the next net asset value calculated after your order is accepted.

Under normal circumstances, if your request is received before the Fund's
cut-off time, the Fund will send you the proceeds the next business day. The
Fund may stop accepting orders to sell and may postpone payments for more than
seven days, as federal securities laws permit.

By mail

Mail your request to:

Cohen & Steers/Chase Vista Cash Management Fund
c/o Chase Global Funds Services Company
P.O. Box 2798
Boston, MA 02208-2798

The effective date of the request is the date the Fund receives the request in
proper form. You'll receive the next net asset value per share calculated after
the Fund receives your request in proper form.

The Fund will generally send payment no later than five business days after
accepting the order. You'll receive your money by check unless you arrange for
the funds to be sent by wire to a designated bank account.

For more information, call (800) 437-9912.

<PAGE>

Box:
When to include signature guarantees
Signature guarantees help prevent fraud. You'll need one if you want the
proceeds of the sale of shares to be sent to someone who is not a registered
owner, or if you want the proceeds sent to an address that is not on our
records.

Eligible guarantors include banks, brokers, dealers, credit unions, national
securities exchanges, registered securities associations, clearing agencies and
savings associations. To guarantee a signature, a broker-dealer must be a member
of a clearing organization or maintain net capital of at least $100,000. Call
(800) 437-9912 for more details.

The signature guarantee must appear either:
on the written request to sell your shares,
on a separate document which specifies the total number of shares, Fund and
class of shares, or 
on all stock certificates being redeemed, if certificates
were issued.

End box

By phone

To sell your shares by phone, you must have completed the appropriate section of
the account application.

Call (800) 437-9912. You can ask to have the proceeds sent by mail or by wire to
your bank account. If you're selling less than $1,000 worth of shares, the
proceeds will be sent by mail only. Have your account number, Fund name and
Social Security or Tax Identification Number handy.

If you want to use a bank account other than the one specified in your account
application, you must make the request in writing and include a signature
guarantee.

If you apply for telephone redemption privileges, you are authorizing the Fund
distributor to act on redemption and transfer instructions received by phone. If
someone trades on your account by phone, the distributor will take reasonable
precautions to confirm the caller's identity, such as asking for personal
information. Investors agree that they will not hold the Fund liable for any
loss or expenses from any sales request, if the Fund distributor takes
reasonable precautions. Call (800) 437-9912 for more information.

We can change or end the telephone redemption privilege at any time without
notice.

<PAGE>

Box:
Involuntary closing of accounts
The Fund can sell an investor's shares and close the account if: 
the net asset value of the shares in the account has dropped below $1,000 for
three months or longer
the investor buys through the Systematic Investment Plan and fails to
meet investment minimums within 12 months of opening the account. 
We'll give at least 30 days notice before closing an account.

End box

The Fund's investment adviser

The Chase Manhattan Bank (Chase) is the investment adviser to the Fund. Chase is
a wholly owned subsidiary of The Chase Manhattan Corporation (CMC), a bank
holding company. Chase and its predecessors have more than a century of money
management experience.


For the fiscal year ended August 31, 1998, Chase was paid an advisory fee of 
0.10% of the average daily net assets of the Fund.


Chase Bank of Texas, National Association (Chase Texas) is the sub-adviser to
the Cash Management Fund. Chase Texas and its predecessor have been in the
investment counseling business since 1987 and is a wholly-owned subsidiary of
The Chase Manhattan Corporation. It makes the day-to-day investment decisions
for the Fund.

The Year 2000
The Fund, like any business, could be affected if the computer systems on which
it relies fail to properly process information beginning on January 1, 2000. The
Fund's advisers are updating their own systems and encouraging service providers
to do the same, but there's no guarantee these systems will work properly.

Distribution Arrangements

Vista Fund Distributors Inc. (VFD) is the distributor for the Funds. It is a
subsidiary of The BISYS Group, Inc. and is not affiliated with The Chase
Manhattan Bank.

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 reimbursement for travel expenses, including hotel and meals, in connection
for attending training and educational meetings inside and outside the United
States.


VFD may, in accordance with objective criteria, pay more to some broker dealers
for certain services or activities promoting the sale of Fund shares. Sometimes
these payments are made only to those broker dealers whose employees have sold
or may sell significant amounts of shares of the Funds or other Chase Vista
Funds. VFD pays these amounts outs of compensation it receives from the Funds.


<PAGE>


Other information concerning the Fund


The Trust has agreements with certain shareholder servicing agents (including
Chase) under which the shareholder servicing agents have agreed to provide
certain support services to their customers. For performing these services, each
shareholder servicing agent receives an annual fee of up to 0.35% of the average
daily net assets of the Vista Shares of the Fund held by investors serviced by
the shareholder servicing agent. The Board of Trustees has determined that the
amount payable for "service fees" (as defined by the NASD) does not exceed 0.25%
of the average annual net assets attributable to the Vista Shares of the Fund.

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

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


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


Distributions and taxes

The Fund can make money two ways. It can earn income and it can realize capital
gains by selling investments for more than they paid. The Fund deducts any
expenses then pays out these earnings to shareholders as distributions.

The Fund declares dividends daily, so your shares can start earning dividends on
the day you buy them. We distribute the dividends monthly in the form of
additional shares, unless you tell us that you want payment in cash or deposited
in a pre-assigned bank account. The taxation of dividends won't be affected by
the form in which you receive them. We distribute any short-term capital gains
at least annually. The Fund does not expect to make long-term capital gains.

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

<PAGE>

Distributions of capital gains are taxable as long term gains no matter how long
you held your shares. This is true whether you receive the payments in cash or
reinvest them in shares of the Fund.

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

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

<PAGE>

What the terms mean

Commercial paper: Short-term securities with maturities of 1 to 270 days which
are issued by banks, corporations and others.

Demand notes: A debt security with no set maturity date. The investor can
generally demand payment of the principal at any time.

Distribution fee: covers the cost of the distribution system used to sell 
shares to the public.

Dollar weighted average maturity: The average maturity of the Fund is the
average amount of time until the organizations that issued the debt securities
in the Fund's portfolio must pay off the principal amount of the debt. "Dollar
weighted" means the larger the dollar value of debt security in the Fund, the
more weight it gets in calculating this average.

Floating rate securities: Securities whose interest rates adjust automatically
whenever a particular interest rate changes.

Investment advisory fee: a fee paid to the investment advisor to manage the 
Fund and make decisions about buying and selling the Fund's investments.

Liquidity: Liquidity is the ability to easily convert investments into cash 
without losing a significant amount of money in the process.

Municipal lease obligations: These provide participation in municipal lease
agreements and installment purchase contracts, but are not part of the general
obligations of the municipality.

Municipal obligations: Debt securities issued by or on behalf of states,
territories and possessions or by their agencies or other groups with authority
to act for them. For securities to qualify as municipal obligations, the
municipality's lawyers must give an opinion that the interest on them is not
considered gross income for federal income tax purposes.

Other expenses: miscellaneous items, including transfer agency, custody and
registration fees.

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

<PAGE>

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

Variable rate securities: Securities whose interest rates are periodically
adjusted.

<PAGE>


[Back Cover Page]

More information

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

Annual and semi-annual reports

Our annual and semi-annual reports contain more information about the Fund's
investments and performance.

Statement of Additional Information (SAI)

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

You can get a free copy of these documents and other information, or ask us any
questions, by calling us at 1-800-62- CHASE or writing to:

Chase Vista Funds Service Center
P.O. Box 419392
Kansas City, MO 64141-6392

If you buy your shares through an institution, you may contact your institution
for more information.

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

Public Reference Section of the SEC Washington, DC 20549-6009.

1-800-SEC-0330

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

The Fund's Investment Company Act File No. is 811-8358


<PAGE>

                            [CHASE VISTA FUNDS LOGO]


   
                                                                   STATEMENT OF
                                                         ADDITIONAL INFORMATION
                                                              December ___, 1998
    


                       U.S. GOVERNMENT MONEY MARKET FUND
                100% U.S. TREASURY SECURITIES MONEY MARKET FUND
                             CASH MANAGEMENT FUND
                            PRIME MONEY MARKET FUND
                           FEDERAL MONEY MARKET FUND
                        TREASURY PLUS MONEY MARKET FUND
                          TAX FREE MONEY MARKET FUND
                     CALIFORNIA TAX FREE MONEY MARKET FUND
                      NEW YORK TAX FREE MONEY MARKET FUND
                             TAX FREE INCOME FUND
                         NEW YORK TAX FREE INCOME FUND
                 CALIFORNIA INTERMEDIATE TAX FREE INCOME FUND

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


     This Statement of Additional Information sets forth information which may
be of interest to investors but which is not necessarily included in the
Prospectuses offering shares of the Funds. This Statement of Additional
Information should be read in conjunction with the Prospectuses offering shares
of Tax Free Income Fund, California Intermediate Tax Free Income Fund and New
York Tax Free Income Fund (collectively the "Income Funds"), and U.S.
Government Money Market Fund, 100% U.S. Treasury Securities Money Market Fund,
Cash Management Fund, Prime Money Market Fund, Federal Money Market Fund,
Treasury Plus Money Market, Tax Free Money Market Fund, California Tax Free
Money Market Fund and New York Tax Free Money Market Fund (collectively the
"Money Market Funds"). Any reference to a "Prospectus" in this Statement of
Additional Information is a reference to one or more of the foregoing
Prospectuses, as the context requires. Copies of each Prospectus may be
obtained by an investor without charge by contacting Vista Fund Distributors,
Inc. ("VFD"), the Funds' distributor (the "Distributor"), at the above-listed
address.

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

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

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


                                                                         MFT-SAI
<PAGE>


<TABLE>
<CAPTION>
<S>                                                                         <C>
Table of Contents                                                           Page
- --------------------------------------------------------------------------------
The Funds .................................................................   3
Investment Policies and Restrictions ......................................   4
Performance Information ...................................................  20
Determination of Net Asset Value ..........................................  26
Purchases, Redemptions and Exchanges ......................................  27
Tax Matters ...............................................................  29
Management of the Trust and the Funds .....................................  34
Independent Accountants ...................................................  50
Certain Regulatory Matters ................................................  50
General Information .......................................................  51
Appendix A--Description of Certain Obligations Issued or 
  Guaranteed by U.S. Government Agencies or Instrumentalities .............  A-1
Appendix B--Description of Ratings ........................................  B-1
Appendix C--Special Investment Considerations
  Relating to New York Municipal Obligations ..............................  C-1
Appendix D--Special Investment Considerations Relating to
  California Municipal Obligations ........................................  D-1
</TABLE>

                                       2
<PAGE>

                                   THE FUNDS


     Mutual Fund Trust (the "Trust") is an open-end management investment
company which was organized as a business trust under the laws of the
Commonwealth of Massachusetts on February 4, 1994. The Trust presently consists
of 12 separate series (the "Funds"). Certain of the Funds are diversified and
other Funds are non-diversified, as such term is defined in the Investment
Company Act of 1940, as amended (the "1940 Act"). The shares of the Funds are
collectively referred to in this Statement of Additional Information as the
"Shares." The Income Funds, Tax Free Money Market Fund, New York Tax Free Money
Market Fund and California Tax Free Money Market Fund are collectively referred
to herein as the "Tax Free Funds."

     On August 25, 1994, the shareholders of each of the existing classes of
Shares of the U.S. Government Money Market Fund, Global Money Market Fund,
Prime Money Market Fund, Tax Free Money Market Fund, California Money Market
Fund, New York Tax Free Money Market Fund, Tax Free Income Fund, New York Tax
Free Income Fund and the California Intermediate Tax Free Income Fund approved
the reorganization of each of such Funds into newly-created series of Mutual
Fund Trust, effective October 28, 1994. Prior to such approvals, each of such
Funds were series of Mutual Fund Group, an affiliated investment company.

     On December 4, 1992, the shareholders of each of the existing classes of
Shares of Vista Global Money Market Fund and U.S. Government Money Market Fund
approved the reorganization of each of such Funds into newly-created series of
Mutual Fund Group, effective January 1, 1993. Prior to such approvals, on
December 4, 1992, the shareholders of each of the five existing series of
Trinity Assets Trust (Trinity Money Market Fund, Trinity Government Fund,
Trinity Bond Fund, Trinity Short-Term Bond Fund and Trinity Equity Fund)
(collectively, the "Trinity Funds") approved the reorganization of each of the
Trinity Funds into newly-created series of the Trust, effective January 1,
1993. Vista Global Money Market Fund and Trinity Money Market Fund were
reorganized into classes of Shares of "Vista Worldwide Money Market Fund",
which changed its name to "Vista Global Money Market Fund" as of December 31,
1992. U.S. Government Money Market Fund and Trinity Government Fund were
reorganized into classes of Shares of "Vista Government Cash Fund", which
changed its name to "U.S. Government Money Market Fund" as of December 31,
1992.

     On May 3, 1996, The U.S. Treasury Money Market Fund of The Hanover Funds,
Inc. ("Hanover") merged into the Vista Shares of Treasury Plus Money Market
Fund, The Government Money Market Fund of Hanover merged into the Vista Shares
of U.S. Government Money Market Fund, The Cash Management Fund of Hanover
merged into the Vista Shares of Vista Global Money Market Fund (The Cash
Management Fund of Hanover was the accounting survivor of this merger), The Tax
Free Money Market Fund of Hanover merged into the Vista Shares of Tax Free
Money Market Fund, The New York Tax Free Money Market Fund of Hanover merged
into the Vista Shares of New York Tax Free Money Market Fund, and The 100% U.S.
Treasury Securities Money Market Fund of Hanover merged into the Vista Shares
of The 100% U.S. Treasury Securities Money Market Fund. The foregoing mergers
are referred to herein as the "Hanover Reorganization."

     Effective as of May 6, 1996, Vista Global Money Market Fund changed its
name to Cash Management Fund.

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


                                       3
<PAGE>

                     INVESTMENT POLICIES AND RESTRICTIONS

                              Investment Policies

     The Prospectuses set forth the various investment policies applicable to
each Fund. The following information supplements and should be read in
conjunction with the related sections of each Prospectus. As used in this
Statement of Additional Information, with respect to those Funds and policies
for which they apply, the terms "Municipal Obligations" and "tax-exempt
securities" have the meanings given to them in the relevant Fund's Prospectus.
For descriptions of the securities ratings of Moody's Investors Service, Inc.
("Moody's"), Standard & Poor's Corporation ("S&P") and Fitch Investors Service,
Inc. ("Fitch"), see Appendix B. For a general discussion of special investment
considerations relating to investing in (i) New York and (ii) California
Municipal Obligations, see Appendices C and D, respectively.

   
     The Money Market 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. 
    

     The management style used for the Funds emphasizes several key factors.
Portfolio managers consider the security quality that is, the ability of the
debt issuer to make timely payments of principal and interest. Also important
in the analysis is the relationship of a bond's yield and its maturity, in
which the managers evaluate the risks of investing in long-term higher-yielding
securities. Managers also use a computer model to simulate possible
fluctuations in prices and yields if interest rates change. Another step in the
analysis is comparing yields on different types of securities to determine
relative risk/reward profiles.

   
     U.S. Government Securities. Each Fund may invest in direct obligations of
the U.S. Treasury. Each Fund other than the 100% U.S. Treasury Securities Money
Market Fund and the 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 Securities.")

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


                                       4
<PAGE>

that are supported by the creditworthiness of the particular instrumentality,
such as obligations of the Federal National Mortgage Association or Federal
Home Loan Mortgage Corporation. Vista Federal Money Market Fund generally
limits its investments in agency and instrumentality obligations to obligations
the interest on which is generally not subject to state and local income taxes
by reason of federal law. Agencies and instrumentalities issuing such
obligations include the Farm Credit System Financial Assistance Corporation,
the Federal Financing Bank, The General Services Administration, Federal Home
Loan Banks, the Tennessee Valley Authority and the Student Loan Marketing
Association. For a description of certain obligations issued or guaranteed by
U.S. Government agencies and instrumentalities, see Appendix A.

     In addition, certain U.S. Government agencies and instrumentalities issue
specialized types of securities, such as guaranteed notes of the Small Business
Administration, Federal Aviation Administration, Department of Defense, Bureau
of Indian Affairs and Private Export Funding Corporation, which often provide
higher yields than are available from the more common types of
government-backed instruments. However, such specialized instruments may only
be available from a few sources, in limited amounts, or only in very large
denominations; they may also require specialized capability in portfolio
servicing and in legal matters related to government guarantees. While they may
frequently offer attractive yields, the limited-activity markets of many of
these securities means that, if a Fund were required to liquidate any of them,
it might not be able to do so advantageously; accordingly, each Fund investing
in such securities intends normally to hold such securities to maturity or
pursuant to repurchase agreements, and would treat such securities (including
repurchase agreements maturing in more than seven days) as illiquid for
purposes of its limitation on investment in illiquid securities.

   
     Bank Obligations. The Cash Management Fund, the Prime Money Market Fund
and the Income Funds may invest in bank obligations, when consistent with their
overall objectives and policies. The Tax Free Money Market Fund, the New York
Tax Free Money Market Fund and the California Tax Free Money Market Fund may
invest without limitation in Municipal Obligations (as defined below) 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. Each of the Income Funds may invest up to 25% of its total assets
in such Municipal Obligations. Investments in bank obligations are limited to
those of U.S. banks (including their foreign branches) which have total assets
at the time of purchase in excess of $1 billion and the deposits of which are
insured by either the Bank Insurance Fund or the Savings and Loan Insurance
Fund of the Federal Deposit Insurance Corporation, and foreign banks (including
their U.S. branches) having total assets in excess of $10 billion (or the
equivalent in other currencies), and such other U.S. and foreign commercial
banks which are judged by the advisers to meet comparable credit standing
criteria.
    

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

   
     The dependence on 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. Banks are subject to
    


                                       5
<PAGE>

extensive governmental regulations that may limit both the amounts and types of
loans and other financial commitments that may be made and the interest rates
and fees that may be charged. The profitability of this industry is largely
dependent upon the availability and cost of capital funds for the purpose of
financing lending operations under prevailing money market conditions. Also,
general economic conditions play an important part in the operations of this
industry and exposure to credit losses arising from possible financial
difficulties of borrowers might affect a bank's ability to meet its
obligations. Bank obligations may be general obligations of the parent bank or
may be limited to the issuing branch by the terms of the specific obligations
or by government regulation.

   
     Investors should also be aware that securities of foreign banks and
foreign branches of United States banks may involve foreign investment risks in
addition to those relating to domestic bank obligations. These investment risks
may involve, among other considerations, risks relating to future political and
economic developments, more limited liquidity of foreign obligations than
comparable domestic obligations, the possible imposition of withholding taxes
on interest income, the possible seizure or nationalization of foreign assets
and the possible establishment of exchange controls or other restrictions.
There 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.

     Changes in the credit quality of banks or other financial institutions
backing a Fund's securities 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.

     Commercial Paper and Other Short-Term Obligations. The Income Funds may
invest in commercial paper of domestic and foreign issuers. The commercial
paper and other short-term obligations of U.S. and foreign corporations which
may be purchased by the Prime Money Market Fund and the Cash Management Fund,
other than those of bank holding companies, include obligations which are (i)
rated Prime-1 by Moody's, A-1 by S&P, or F-1 by Fitch, or comparably rated by
another NRO; or (ii) determined by the advisers to be of comparable quality to
those rated obligations which may be purchased by the Prime Money Market Fund
and the Cash Management Fund at the date of purchase or which at the date of
purchase have an outstanding debt issue rated in the highest rating category by
Moody's, S&P, Fitch or another NRO. The commercial paper and other short-term
obligations of U.S. banks holding companies which may be purchased by the Prime
Money Market Fund and the Cash Management Fund include obligations issued or
guaranteed by bank holding companies with total assets exceeding $1 billion.
For purposes of the size standards with respect to banks and bank holding
companies, "total deposits" and "total assets" are determined on an annual
basis by reference to an institution's then most recent annual financial
statements.

     Repurchase Agreements. Each Fund other than the 100% U.S. Treasury
Securities Money Market Fund and the Federal Money Market Fund may enter into
agreements to purchase and resell securities at an agreed-upon price and time.
A Fund will enter into repurchase agreements only with member banks of the
Federal Reserve System and securities dealers believed creditworthy, and only
if fully collateralized by securities in which such Fund is permitted to
invest. Under the terms of a typical repurchase agreement, a Fund would acquire
an underlying debt instrument for a relatively short period (usually not more
than one week) subject to an obligation of the seller to repurchase the
instrument and the Fund to resell the instrument at a fixed price and time,
thereby determining the yield during the Fund's holding period. This procedure
results in a fixed rate of return insulated from market fluctuations during
such period. A repurchase agreement is subject to the risk that the seller may
fail to repurchase the security. Repurchase agreements are considered under the
1940 Act to be loans collateralized by the underlying securities. All
repurchase agreements entered into by a Fund will be fully collateralized at
all times during the period of the agreement in that the value of the
underlying security will be at least equal to 100% of the amount of the loan,
including the accrued interest thereon, and the Fund or its custodian or sub-
    


                                       6
<PAGE>

custodian will have possession of the collateral, which the Board of Trustees
believes will give it a valid, perfected security interest in the collateral.
Whether a repurchase agreement is the purchase and sale of a security or a
collateralized loan has not been conclusively established. This might become an
issue in the event of the bankruptcy of the other party to the transaction. In
the event of default by the seller under a repurchase agreement construed to be
a collateralized loan, the underlying securities would not be owned by a Fund,
but would only constitute collateral for the seller's obligation to pay the
repurchase price. Therefore, a Fund may suffer time delays and incur costs in
connection with the disposition of the collateral. The Board of Trustees
believes that the collateral underlying repurchase agreements may be more
susceptible to claims of the seller's creditors than would be the case with
securities owned by a Fund. Repurchase agreements will give rise to income
which will not qualify as tax-exempt income when distributed by a Tax Free
Fund. Repurchase agreements maturing in more than seven days are treated as
illiquid for purposes of the Funds' restrictions on purchases of illiquid
securities. Repurchase agreements are also subject to the risks described below
with respect to stand-by commitments.

   
     Borrowings and Reverse Repurchase Agreements. Each Fund may borrow money
from banks for temporary or short-term purposes, but will not borrow to buy
additional securities, known as "leveraging." Reverse repurchase agreements
involve sales of portfolio securities of a Fund to member banks of the Federal
Reserve System or securities dealers believed creditworthy, concurrently with
an agreement by such Fund to repurchase the same securities at a later date at
a fixed price which is generally equal to the original sales price plus
interest. A Fund retains record ownership and the right to receive interest and
principal payments on the portfolio security involved. 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.

     Municipal Obligations.  The Cash Management Fund, the Prime Money Market
Fund, the Tax Free Income Fund, the New York Tax Free Income Fund and the
California Intermediate Tax Free Income Fund may invest in Municipal
Obligations. The Cash Management Fund and the Prime Money Market Fund may
invest in high-quality, short-term municipal obligations that carry yields that
are competitive with those of other types of money market instruments in which
they may invest. Dividends paid by these Funds that are derived from interest
on municipal obligations will be taxable to shareholders for federal income tax
purposes.

     "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 the bond counsel, is excluded from gross income for federal
tax purposes (without regard to whether the interest thereon is 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.)
"California Municipal Obligations" are obligations of the State of California,
its local governments and political subdivisions, the interest on which, in the
opinion of bond counsel, is exempt from federal income taxes and California
personal income taxes and is not subject to the alternative minimum tax for
noncorporate investors. "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. 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 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 Fund invests may consist of municipal
notes, municipal commercial paper and municipal bonds maturing or deemed to
mature in 397 days or less.
    


                                       7
<PAGE>

   
     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.

     The Tax Free Funds may also invest in industrial development bonds that
are backed only by the assets and revenues of the non-governmental issuers such
as hospitals or airports, provided, however, that the Funds may not invest more
than 25% of the value of their total assets in such bonds if the issuers are in
the same industry.

     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. Investments by the
Tax Free Money Market Funds will be made in unrated Municipal Obligations only
if they are determined to be of comparable quality to permissable rated
investments on the basis of the advisers' credit evaluation of the obligor or
of the bank issuing a participation certificate, letter of credit or guaranty,
or insurance issued in support of the obligation. High Quality instruments may
produce a lower yield than would be available from less highly rated
instruments. The Board of Trustees has determined that Municipal Obligations
which are backed by the credit of the U.S. Government will be considered to
have a rating equivalent to Moody's Aaa.
    

     If, subsequent to purchase by a Tax Free Money Market Fund, (a) an issue
of rated Municipal Obligations ceases to be rated in the highest short-term
rating category (the two highest categories in the case of the New York and
California Tax Free Money Market Funds) by at least two rating organizations
(or one rating organization if the instrument was rated by only one such
organization) or the Board of Trustees determines that it is no longer of
comparable quality or (b) a Money Market Fund's advisers become aware that any
portfolio security not so highly rated or any unrated security has been given a
rating by any rating organization below the rating organization's second
highest rating category, the Board of Trustees will reassess promptly whether
such security presents minimal credit risk and will cause such Money Market
Fund to take such action as it determines is in its best interest and that of
its shareholders; provided that the reassessment required by clause (b) is not
required if the portfolio security is disposed of or matures within five
business days of the advisers becoming aware of the new rating and the Fund's
Board is subsequently notified of the adviser's actions.

     To the extent that a rating given by Moody's, S&P or Fitch for Municipal
Obligations may change as a result of changes in such organizations or their
rating systems, the Funds will attempt to use comparable ratings as standards
for their investments in accordance with the investment policies contained in
the Prospectuses and this Statement of Additional Information. The ratings of
Moody's, S&P and Fitch represent their opinions as to the quality of the
Municipal Obligations which they undertake to rate. It should be emphasized,
however, that ratings are relative and subjective and are not absolute
standards of quality. Although these ratings may be an initial criterion for
selection of portfolio investments, the advisers also will evaluate these
securities and the creditworthiness of the issuers of such securities.

   
     Municipal Lease Obligations. The Tax Free Funds may invest in municipal
lease obligations. These typically provide a premium interest rate. Municipal
lease obligations do not constitute general obli-
    


                                       8
<PAGE>

   
gations of the municipality. Certain municipal lease obligations in which the
Tax Free Funds 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. The Funds
will limit their 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.

     Forward Commitments. 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. In order to invest a Fund's assets immediately, while awaiting delivery
of securities purchased on a forward commitment basis, short-term obligations
that offer same-day settlement and earnings will normally be purchased.
Although, with respect to any Tax Free Fund, short-term investments will
normally be in tax-exempt securities or Municipal Obligations, short-term
taxable securities or obligations may be purchased if suitable short-term
tax-exempt securities or Municipal Obligations are not available. When a
commitment to purchase a security on a forward commitment basis is made,
procedures are established consistent with the General Statement of Policy of
the Securities and Exchange Commission concerning such purchases. Since that
policy currently recommends that an amount of the respective Fund's assets
equal to the amount of the purchase be held aside or segregated to be used to
pay for the commitment, a separate account of such Fund consisting of cash,
cash equivalents or high quality debt securities equal to the amount of such
Fund's commitments will be established at such Fund's custodian bank. For the
purpose of determining the adequacy of the securities in the account, the
deposited securities will be valued at market value. If the market value of
such securities declines, additional cash, cash equivalents or highly liquid
securities will be placed in the account daily so that the value of the account
will equal the amount of such commitments by the respective Fund.

     Although it is not intended that such purchases would be made for
speculative purposes, purchases of securities on a forward commitment basis may
involve more risk than other types of purchases. Securities purchased on a
forward commitment basis and the securities held in the respective Fund's
portfolio are subject to changes in value based upon the public's perception of
the creditworthiness of the issuer and changes, real or anticipated, in the
level of interest rates. Purchasing securities on a forward commitment basis
can involve the risk that the yields available in the market when the delivery
takes place may actually be higher or lower than those obtained in the
transaction itself. On the settlement date of the forward commitment
transaction, the respective Fund will meet its obligations from then available
cash flow, sale of securities held in the separate account, sale of other
securities or, although it would not normally expect to do so, from sale of the
forward commitment securities themselves (which may have a value greater or
lesser than such Fund's payment obligations). The sale of securities to meet
such obligations may result in the realization of capital gains or losses,
which, for consideration by investors in the Tax Free Funds, are not exempt
from federal, state or local taxation. Forward commitments 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 in completing the
transaction.
    

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

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


                                       9
<PAGE>

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

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

   
     Stand-by Commitments. When a Fund purchases securities it may also enter
into put transactions, including those referred to as stand-by commitments,
with respect to such securities. Under a stand-by commitment, a bank,
broker-dealer or other financial institution agrees to purchase at a Fund's
option a specified security at a specified 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.
    

     The amount payable to a Money Market Fund upon its exercise of a stand-by
commitment with respect to a Municipal Obligation normally would be (i) the
acquisition cost of the Municipal Obligation (excluding any accrued interest
paid by the Fund on the acquisition), less any amortized market premium or plus
any amortized market or original issue discount during the period the Fund
owned the security, plus (ii) all interest accrued on the security since the
last interest payment date during the period the security was owned by the
Fund. Absent unusual circumstances relating to a change in market value, a
Money Market Fund would value the underlying Municipal Obligation at amortized
cost. Accordingly, the amount payable by a bank or dealer during the time a
stand-by commitment is exercisable would be substantially the same as the
market value of the underlying Municipal Obligation. The Money Market Funds
value stand-by commitments at zero for purposes of computing their net asset
value per share.

     The stand-by commitments that may be entered into by the Funds are subject
to certain risks, which include the ability of the issuer of the commitment to
pay for the securities at the time the commitment is exercised, the fact that
the commitment is not marketable by a Fund, and that the maturity of the
underlying security will generally be different from that of the commitment.
Not more than 10% of the total assets of a Money Market Fund will be invested
in Municipal Obligations that are subject to stand-by commitments from the same
bank or broker-dealer.

   
     Floating and Variable Rate Securities; Participation Certificates. Each
Fund other than the 100% U.S. Treasury Securities Money Market Fund and the
Treasury Plus Money Market Fund may invest in floating and variable rate
securities. Floating and variable rate demand instruments permit the holder to
demand payment upon a specified number of days' notice of the unpaid principal
balance plus accrued interest either from the issuer or by drawing on a bank
letter of credit, a guarantee or insurance issued with respect to such
instrument. Investments by the Income Funds in floating or variable rate
securities normally will involve industrial development or revenue bonds that
provide for a periodic adjustment in the interest rate paid on the obligation
and may, but need not, permit the holder to demand payment as described above.
While there is usually no established secondary market for issues of these
types of securities, the dealer that sells an issue of such security frequently
will also offer to repurchase the securities at any time at a repur-
    


                                       10
<PAGE>

chase price which varies and may be more or less than the amount the holder
paid for them. The floating or variable rate demand instruments in which the
Money Market Funds may invest are payable on demand on not more than seven
calendar days' notice.

     The terms of these types of securities provide that interest rates are
adjustable at intervals ranging from daily to up to six months and the
adjustments are based upon the prime rate of a bank or other short-term rates,
such as Treasury Bills or LIBOR (London Interbank Offered Rate), as provided in
the respective instruments. The Funds will decide which floating or variable
rate securities to purchase in accordance with procedures prescribed by Board
of Trustees of the Trust in order to minimize credit risks.

     In the case of a Money Market Fund, the Board of Trustees may determine
that an unrated floating or variable rate security meets the Fund's high
quality criteria if it is backed by a letter of credit or guarantee or is
insured by an insurer that meets such quality criteria, or on the basis of a
credit evaluation of the underlying obligor. If the credit of the obligor is of
"high quality", no credit support from a bank or other financial institution
will be necessary. The Board of Trustees will re-evaluate each unrated floating
or variable rate security on a quarterly basis to determine that it continues
to meet a Money Market Fund's high quality criteria. If an instrument is ever
deemed to fall below a Money Market Fund's high quality standards, either it
will be sold in the market or the demand feature will be exercised.

   
     The securities in which the Tax Free Funds, the Cash Management Fund and
the Prime Money Market Fund may invest include participation certificates,
issued by a bank, insurance company or other financial institution, in
securities owned by such institutions or affiliated organizations
("Participation Certificates"), and, in the case of the 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 receipts for such
original securities held in custody by others. A Participation Certificate
gives a Fund an undivided interest in the security in the proportion that the
Fund's participation interest bears to the total principal amount of the
security and generally provides the demand feature described below. Each
Participation Certificate is backed by an irrevocable letter of credit or
guaranty of a bank (which may be the bank issuing the Participation
Certificate, a bank issuing a confirming letter of credit to that of the
issuing bank, or a bank serving as agent of the issuing bank with respect to
the possible repurchase of the certificate of participation) or insurance
policy of an insurance company that the Board of Trustees of the Trust has
determined meets the prescribed quality standards for a particular Fund.
    

     A Fund may have the right to sell the Participation Certificate back to
the institution and draw on the letter of credit or insurance on demand after
the prescribed notice period, for all or any part of the full principal amount
of the Fund's participation interest in the security, plus accrued interest.
The institutions issuing the Participation Certificates would retain a service
and letter of credit fee and a fee for providing the demand feature, in an
amount equal to the excess of the interest paid on the instruments over the
negotiated yield at which the Participation Certificates were purchased by a
Fund. The total fees would generally range from 5% to 15% of the applicable
prime rate or other short-term rate index. With respect to insurance, a Fund
will attempt to have the issuer of the Participation Certificate bear the cost
of any such insurance, although the Funds retain the option to purchase
insurance if deemed appropriate. Obligations that have a demand feature
permitting a Fund to tender the obligation to a foreign bank may involve
certain risks associated with foreign investment. A Fund's ability to receive
payment in such circumstances under the demand feature from such foreign banks
may involve certain risks such as future political and economic developments,
the possible establishments of laws or restrictions that might adversely affect
the payment of the bank's obligations under the demand feature and the
difficulty of obtaining or enforcing a judgment against the bank.

     The advisers have been instructed by the Board of Trustees to monitor on
an ongoing basis the pricing, quality and liquidity of the floating and
variable rate securities held by the Funds, including Participation


                                       11
<PAGE>

   
Certificates, on the basis of published financial information and reports of
the rating agencies and other bank analytical services to which the Funds may
subscribe. Although these instruments may be sold by a Fund, it is intended
that they be held until maturity. The Internal Revenue Service has not ruled on
whether interest on participations in floating or variable rate Municipal
Obligations is tax exempt. Participation Certificates will only be purchased by
a Tax Free Fund if, in the opinion of counsel to the issuer, interest income on
such instruments will be tax-exempt when distributed as dividends to
shareholders of such Fund.
    

     Past periods of high inflation, together with the fiscal measures adopted
to attempt to deal with it, have seen wide fluctuations in interest rates,
particularly "prime rates" charged by banks. While the value of the underlying
floating or variable rate securities may change with changes in interest rates
generally, the floating or variable rate nature of the underlying floating or
variable rate securities should minimize changes in value of the instruments.
Accordingly, as interest rates decrease or increase, the potential for capital
appreciation and the risk of potential capital depreciation is less than would
be the case with a portfolio of fixed rate securities. A Fund's portfolio may
contain floating or variable rate securities on which stated minimum or maximum
rates, or maximum rates set by state law, limit the degree to which interest on
such floating or variable rate securities may fluctuate; to the extent it does,
increases or decreases in value may be somewhat greater than would be the case
without such limits. Because the adjustment of interest rates on the floating
or variable rate securities is made in relation to movements of the applicable
banks' "prime rates" or other short-term rate adjustment indices, the floating
or variable rate securities are not comparable to long-term fixed rate
securities. Accordingly, interest rates on the floating or variable rate
securities may be higher or lower than current market rates for fixed rate
obligations of comparable quality with similar maturities.

     The maturity of variable rate securities is deemed to be the longer of (i)
the notice period required before a Fund is entitled to receive payment of the
principal amount of the security upon demand or (ii) the period remaining until
the security's next interest rate adjustment. With respect to a Money Market
Fund, the maturity of a variable rate demand instrument will be determined in
the same manner for purposes of computing the Fund's dollar-weighted average
portfolio maturity. With respect to the Income Funds, if variable rate
securities are not redeemed through the demand feature, they mature on a
specified date which may range up to thirty years from the date of issuance.

     Tender Option Floating or Variable Rate Certificates. The Money Market
Funds may invest in tender option bonds. A tender option bond is a synthetic
floating or variable rate security issued when long term bonds are purchased in
the secondary market and are then deposited into a trust. Custodial receipts
are then issued to investors, such as the Funds, evidencing ownership interests
in the trust. The trust sets a floating or variable rate on a daily or weekly
basis which is established through a remarketing agent. These types of
instruments, to be money market eligible under Rule 2a-7, must have a liquidity
facility in place which provides additional comfort to the investors in case
the remarketing fails. The sponsor of the trust keeps the difference between
the rate on the long term bond and the rate on the short term floating or
variable rate security.

   
     Securities of Foreign Governments and Supranational Agencies. The Cash
Management Fund and the Prime Money Market Fund may invest a 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.

     Supranational agencies include organizations such as The World Bank, which
was chartered to finance development projects in developing member countries;
the European Community, which is a twelve-nation organization engaged in
cooperative economic activities; the European Coal and Steel Community, which
is an economic union of various European nations steel and coal industries; and
the Asian Development Bank, which is an international development bank
established to lend funds, promote investment and
    


                                       12
<PAGE>

   
provide technical assistance to member nations of the Asian and Pacific
regions. Obligations of supranational agencies 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.

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

     Zero Coupon and Stripped Obligations. Each Fund, other than the 100% U.S.
Treasury Securities Money Market Fund, may invest up to 20% of its total assets
in such stripped obligations. The principal and interest components of United
States Treasury bonds with remaining maturities of longer than ten years are
eligible to be traded independently under the Separate Trading of Registered
Interest and Principal of Securities ("STRIPS") program. Under the STRIPS
program, the principal and interest components are separately issued by the
United States Treasury at the request of depository financial institutions,
which then trade the component parts separately. The interest component of
STRIPS may be more volatile than that of United States Treasury bills with
comparable maturities.

     The Cash Management Fund, Prime Money Market Fund and the Tax Free Funds
may also invest in zero coupon obligations. Zero coupon obligations are sold at
a substantial discount from their value at maturity and, when held to maturity,
their entire return, which consists of the amortization of discount, comes from
the difference between their purchase price and maturity value. Because
interest on a zero coupon obligation is not distributed on a current basis, the
obligation tends to be subject to greater price fluctuations in response to
changes in interest rates than are ordinary interest-paying securities with
similar maturities. As with STRIPS, the risk is greater when the period to
maturity is longer. The value of zero coupon obligations appreciates more than
such ordinary interest-paying securities during periods of declining interest
rates and depreciates more than such ordinary interest-paying securities during
periods of rising interest rates. Under the stripped bond rules of the Internal
Revenue Code of 1986, as amended, investments in zero coupon obligations will
result in the accrual of interest income on such investments in advance of the
receipt of the cash corresponding to such income.
    

     Zero coupon securities may be created when a dealer deposits a U.S.
Treasury or federal agency security with a custodian and then sells the coupon
payments and principal payment that will be generated by this security
separately. Proprietary receipts, such as Certificates of Accrual on Treasury
Securities, Treasury Investment Growth Receipts and generic Treasury Receipts,
are examples of stripped U.S. Treasury securities separated into their
component parts through such custodial arrangements.

   
     Custodial Receipts. The Cash Management Fund and the Prime Money Market
Fund may acquire securities in the form of custodial receipts that evidence
ownership of future interest payments, principal pay-
    


                                       13
<PAGE>

   
ments 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.

     Temporary Defensive Positions. For temporary defensive purposes, each Tax
Free Fund may invest without limitation in high quality money market
instruments and repurchase agreements, the interest income from which may be
taxable to shareholders as ordinary income for federal income tax purposes.

     Other Investment Companies. In lieu of investing directly, each Fund is
authorized to seek to achieve its objectives by investing all of its investable
assets in an investment company having substantially the same investment
objective and policies as the applicable Fund. Each Money Market 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. Each Income Fund may invest up to 10% of their total assets in
shares of other investment companies, when consistent with its investment
objective and policies, subject to applicable regulatory limitations.
Additional fees may be charged by other investment companies, including other
money market funds.

    


                                       14
<PAGE>

       

       Additional Policies Regarding Derivative and Related Transactions

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

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

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

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

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

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


                                       15
<PAGE>

   
characteristics, involve leverage and may result in losses that exceed the
original investment of the fund. There can be no assurance that a liquid market
will exist at a time when a Fund seeks to close out an option, futures contract
or other derivative or related position. Many exchanges and boards of trade
limit the amount of fluctuation permitted in option or futures contract prices
during a single day; once the daily limit has been reached on particular
contract, no trades may be made that day at a price beyond that limit. In
addition, certain instruments are relatively new and without a significant
trading history. As a result, there is no assurance that an active secondary
market will develop or continue to exist. Finally, over-the-counter instruments
typically do not have a liquid market. Lack of a liquid market for any reason
may prevent a Fund from liquidating an unfavorable position. Activities of
large traders in the futures and securities markets involving arbitrage,
"program trading," and other investment strategies may cause price distortions
in these markets. In certain instances, particularly those involving
over-the-counter transactions on forward contracts, there is a greater
potential that a counterparty or broker may default or be unable to perform on
its commitments. In the event of such a default, a Fund may experience a loss.
    

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

     Options on Securities and Securities Indexes. The Funds may PURCHASE, SELL
or EXERCISE call and put options on (i) securities, (ii) securities indexes,
and (iii) debt instruments.

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

     One purpose of purchasing put options is to protect holdings in an
underlying or related security against a substantial decline in market value.
One purpose of purchasing call options is to protect against substantial
increases in prices of securities a Fund intends to purchase pending its
ability to invest in such securities in an orderly manner. A Fund may also use
combinations of options to minimize costs, gain exposure to markets or take
advantage of price disparities or market movements. For example, a Fund may
sell put or call options it has previously purchased or purchase put or call
options it has previously sold. These transactions may result in a net gain or
loss depending on whether the amount realized on the sale is more or less than
the premium and other transaction costs paid on the put or call option which is
sold. A Fund may write a call or put option in order to earn the related
premium from such transactions. Prior to exercise or expiration, an option may
be closed out by an offsetting purchase or sale of a similar option.

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

     If a put or call option purchased by a Fund is not sold when it has
remaining value, and if the market price of the underlying security, in the
case of a put, remains equal to or greater than the exercise price or, in the
case of a call, remains less than or equal to the exercise price, such Fund
will lose its entire investment in the option. Also, where a put or call option
on a particular security is purchased to hedge against price movements in a
related security, the price of the put or call option may move more or less
than the price of


                                       16
<PAGE>

the related security. There can be no assurance that a liquid market will exist
when a Fund seeks to close out an option position. Furthermore, if trading
restrictions or suspensions are imposed on the options markets, a Fund may be
unable to close out a position.

     Futures Contracts and Options on Futures Contracts. The Funds may purchase
or sell (i) interest-rate futures contracts, (ii) futures contracts on
specified instruments or indices, and (iii) options on these futures contracts
("futures options").

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

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

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

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

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

     Interest Rate Transactions. The Income Funds may employ interest rate
management techniques, including transactions in options (including yield curve
options), futures, options on futures, forward exchange contracts, and interest
rate swaps.

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

     An Income Fund may enter into interest rate swaps to the maximum allowed
limits under applicable law. An Income Fund will typically use interest rate
swaps to shorten the effective duration of its portfolio.


                                       17
<PAGE>

Interest rate swaps involve the exchange by an Income Fund with another party
of their respective commitments to pay or receive interest, such as an exchange
of fixed rate payments for floating rate payments.

   
     Asset-Backed Securities. The Cash Management Fund and the Prime Money
Market Fund may also invest in 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.
    

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

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

     Certain issuers of structured products may be deemed to be "investment
companies" as defined in the 1940 Act. As a result, an Income Fund's
investments in these structured products may be limited by the restrictions
contained in the 1940 Act. Structured products are typically sold in private
placement transac-


                                       18
<PAGE>

tions, and there currently is no active trading market for structured products.
As a result, certain structured products in which the Income Funds invest may
be deemed illiquid and subject to their limitation on illiquid investments.

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

     Additional Restrictions on the Use of Futures and Option Contracts. None
of the Funds is a "commodity pool" (i.e., a pooled investment vehicle which
trades in commodity futures contracts and options thereon and the operator of
which is registered with the CFTC and futures contracts and futures options
will be purchased, sold or entered into only for bona fide hedging purposes,
provided that a Fund may enter into such transactions for purposes other than
bona fide hedging if, immediately thereafter, the sum of the amount of its
initial margin and premiums on open contracts and options would not exceed 5%
of the liquidation value of the Fund's portfolio, provided, further, that, in
the case of an option that is in-the-money, the in-the-money amount may be
excluded in calculating the 5% limitation.

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

     The Income Funds' ability to engage in the transactions described herein
may be limited by the current federal income tax requirement that a Fund derive
less than 30% of its gross income from the sale or other disposition of
securities held for less than three months.

     In addition to the foregoing requirements, the Board of Trustees has
adopted an additional restriction on the use of futures contracts and options
thereon, requiring that the aggregate market value of the futures contracts
held by an Income Fund not exceed 50% of the market value of its total assets.
Neither this restriction nor any policy with respect to the above-referenced
restrictions, would be changed by the Board of Trustees without considering the
policies and concerns of the various federal and state regulatory agencies.

                            Investment Restrictions

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

     Each Fund may not:

          (1) borrow money, except that each Fund may borrow money for temporary
     or emergency purposes, or by engaging in reverse repurchase transactions,
     in an amount not exceeding 331/3% of the value of its total assets at the
     time when the loan is made and may pledge, mortgage or hypothecate no more
     than 1/3 of its net assets to secure such borrowings. Any borrowings
     representing more than 5% of a Fund's total assets must be repaid before
     the Fund may make additional investments;

          (2) make loans, except that each Fund may: (i) purchase and hold debt
     instruments (including without limitation, bonds, notes, debentures or
     other obligations and certificates of deposit, bankers'


                                       19
<PAGE>

     acceptances and fixed time deposits) in accordance with its investment
     objectives and policies; (ii) enter into repurchase agreements with
     respect to portfolio securities; and (iii) lend portfolio securities with
     a value not in excess of one-third of the value of its total assets;

          (3) purchase the securities of any issuer (other than securities
     issued or guaranteed by the U.S. government or any of its agencies or
     instrumentalities, or repurchase agreements secured thereby) if, as a
     result, more than 25% of the Fund's total assets would be invested in the
     securities of companies whose principal business activities are in the same
     industry. Notwithstanding the foregoing, (i) with respect to a Fund's
     permissible futures and options transactions in U.S. Government securities,
     positions in options and futures shall not be subject to this restriction;
     (ii) the Money Market Funds may invest more than 25% of their total assets
     in obligations issued by banks, including U. S. banks; (iii) New York Tax
     Free Money Market Fund, California Tax Free Money Market Fund and Tax Free
     Money Market Fund may invest more than 25% of their respective assets in
     municipal obligations secured by bank letters of credit or guarantees,
     including participation certificates and (iv) more than 25% of the assets
     of California Intermediate Tax Free Income Fund may be invested in
     municipal obligations secured by bank letters of credit or guarantees;

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

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

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

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

   
          The investment objective of each Money Market Fund and the Tax Free
     Income Fund is fundamental.

          In addition, as a matter of fundamental policy, notwithstanding any
     other investment policy or restriction, a Fund may seek to achieve its
     investment objective by investing all of its investable assets in another
     investment company having substantially the same investment objective and
     policies as the Fund. For purposes of investment restriction (5) above,
     real estate includes Real Estate Limited Partnerships. For purposes of
     investment restriction (3) above, industrial development bonds, where the
     payment of principal and interest is the ultimate responsibility of
     companies within the same industry, are grouped together as an "industry."
     Investment restriction (3) above, however, is not applicable
    


                                       20
<PAGE>

     to investments by a Fund in municipal obligations where the issuer is
     regarded as a state, city, municipality or other public authority since
     such entities are not members of any "industry." Supranational
     organizations are collectively considered to be members of a single
     "industry" for purposes of restriction (3) above.

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

          (1) Each Fund other than the Tax Free Funds may not, with respect to
     75% of its assets, hold more than 10% of the outstanding voting securities
     of any issuer or invest more than 5% of its assets in the securities of any
     one issuer (other than obligations of the U.S. Government, its agencies and
     instrumentalities); each Tax Free Fund may not, with respect to 50% of its
     assets, hold more than 10% of the outstanding voting securities of any
     issuer.

          (2) Each Fund may not make short sales of securities, other than short
     sales "against the box," or purchase securities on margin except for
     short-term credits necessary for clearance of portfolio transactions,
     provided that this restriction will not be applied to limit the use of
     options, futures contracts and related options, in the manner otherwise
     permitted by the investment restrictions, policies and investment program
     of a Fund. The Funds have no current intention of making short sales
     against the box.

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

          (4) Each Income Fund may not invest more than 15% of its net assets in
     illiquid securities; each Money Market Fund may not invest more than 10% of
     its net assets in illiquid securities.

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

          (6) Each Fund may invest up to 5% of its total assets in the
     securities of any one investment company, but may not own more than 3% of
     the securities of any one investment company or invest more than 10% of its
     total assets in the securities of other investment companies.

   
     For purposes of investment restriction (4) above, illiquid securities
includes securities restricted as to resale unless they are determined to be
readily marketable in accordance with procedures established by the Board of
Trustees.
    

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

                                       21
<PAGE>

     As a nonfundamental operating policy, the Money Market Funds will not
invest more than 25% of their respective total assets in obligations issued by
foreign banks (other than foreign branches of U.S. banks).

     As a nonfundamental operating policy, the Tax Free Money Market Funds will
not invest in obligations secured by letters of credit or guarantees from
foreign banks (other than foreign branches of U.S. banks) if, after giving
effect to such investment, the value attributable to such letters of credit or
guarantees, as determined by the respective Funds' advisers, would exceed 25%
of the respective Funds' total assets.

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

                Portfolio Transactions and Brokerage Allocation

     Specific decisions to purchase or sell securities for a Fund are made by a
portfolio manager who is an employee of the adviser or sub-adviser to such Fund
and who is appointed and supervised by senior officers of such adviser or
sub-adviser. Changes in the Funds' investments are reviewed by the Board of
Trustees. The Funds' portfolio managers may serve other clients of the advisers
in a similar capacity. Money market instruments are generally purchased in
principal transactions; thus, the Money Market Funds generally pay no brokerage
commissions.

     The frequency of an Income Fund's portfolio transactions the portfolio
turnover rate will vary from year to year depending upon market conditions.
Because a high turnover rate may increase transaction costs and the possibility
of taxable short-term gains, the advisers will weigh the added costs of
short-term investment against anticipated gains. Each Income Fund will engage
in portfolio trading if its advisers believe a transaction, net of costs
(including custodian charges), will help it achieve its investment objective.

     For the fiscal year ended August 31, 1996, and the fiscal year ended
August 31, 1997, the annual rates of portfolio turnover for the following Funds
were as follows:

     The Tax Free Income Fund: 210% and 147%, respectively; The New York Tax
Free Income Fund: 156% and 107%, respectively.

     For the fiscal year ended August 31, 1996, and the fiscal year ended
August 31, 1997, the California Intermediate Tax Free Income Fund had portfolio
turnover rates of 188% and 66%, respectively.

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

     Debt securities are traded principally in the over-the-counter market
through dealers acting on their own account and not as brokers. In the case of
securities traded in the over-the-counter market (where no


                                       22
<PAGE>

stated commissions are paid but the prices include a dealer's markup or
markdown), the adviser or sub-adviser to a Fund normally seeks to deal directly
with the primary market makers unless, in its opinion, best execution is
available elsewhere. In the case of securities purchased from underwriters, the
cost of such securities generally includes a fixed underwriting commission or
concession. From time to time, soliciting dealer fees are available to the
adviser or sub-adviser on the tender of a Fund's portfolio securities in so-
called tender or exchange offers. Such soliciting dealer fees are in effect
recaptured for the Funds by the adviser and sub-advisers. At present, no other
recapture arrangements are in effect.

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

     The management fees that the Funds pay to the adviser will not be reduced
as a consequence of the adviser's or sub-advisers' receipt of brokerage and
research services. To the extent the Funds' portfolio transactions are used to
obtain such services, the brokerage commissions paid by the Funds will exceed
those that might otherwise be paid by an amount which cannot be presently
determined. Such services would be useful and of value to the adviser or
sub-advisers in serving one or more of their other clients and, conversely,
such services obtained by the placement of brokerage business of other clients
would be useful to the adviser and sub-advisers in carrying out their
obligations to the Funds. While such services are not expected to reduce the
expenses of the adviser or sub-advisers, they would, through use of the
services, avoid the additional expenses which would be incurred if they should
attempt to develop comparable information through their own staff.

     In certain instances, there may be securities that are suitable for one or
more of the Funds as well as one or more of the adviser's or sub-advisers'
other clients. Investment decisions for the Funds and for other clients are
made with a view to achieving their respective investment objectives. It may
develop that the same investment decision is made for more than one client or
that a particular security is bought or sold for only one client even though it
might be held by, or bought or sold for, other clients. Likewise, a particular
security may be bought for one or more clients when one or more clients are
selling that same security. Some simultaneous transactions are inevitable when
several clients receive investment advice from the same investment adviser,
particularly when the same security is suitable for the investment objectives
of more than one client. In executing portfolio transactions for a Fund, the
adviser or sub-advisers may, to the extent permitted by applicable laws and
regulations, but shall not be obligated to, aggregate the securities to be sold
or purchased with those of other Funds or their other clients if, in the
adviser's or sub-advisers' reasonable judgment, such aggregation (i) will
result in an overall economic benefit to the Fund, taking into consideration
the advantageous selling or purchase price, brokerage commission and other
expenses, and trading requirements, and (ii) is not inconsistent with the
policies set forth in the Trust's registration statement and the Fund's
Prospectus and Statement of Additional Information. In such event, the adviser
or a sub- adviser will allocate the securities so purchased or sold, and the
expenses incurred in the transaction, in an equitable manner,


                                       23
<PAGE>

consistent with its fiduciary obligations to the Fund and such other clients.
It is recognized that in some cases this system could have a detrimental effect
on the price or volume of the security as far as a Fund is concerned. However,
it is believed that the ability of the Funds to participate in volume
transactions will generally produce better executions for the Funds.

                            PERFORMANCE INFORMATION

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

     A Fund may provide period and average annual "total rates of return." The
"total rate of return" refers to the change in the value of an investment in a
Fund over a period (which period shall be stated in any advertisement or
communication with a shareholder) based on any change in net asset value per
share including the value of any shares purchased through the reinvestment of
any dividends or capital gains distributions declared during such period. For
Class A shares, the average annual total rate of return figures will assume
payment of the maximum initial sales load at the time of purchase. For Class B
and Class C shares, the average annual total rate of return figures will assume
deduction of the applicable contingent deferred sales charge imposed on a total
redemption of shares held for the period. One-, five-, and ten-year periods
will be shown, unless the class has been in existence for a shorter-period.

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


                                       24
<PAGE>

     In connection with the Hanover Reorganization, the 100% U.S. Treasury
Securities Money Market Fund was established to receive the assets of The 100%
U.S. Treasury Securities Money Market Fund of Hanover, and the Cash Management
Fund (formerly known as the Vista Global Money Market Fund), which received the
assets of The Cash Management Fund of Hanover, adopted the financial history of
The Cash Management Fund of Hanover. Performance results presented for each
class of the 100% U.S. Treasury Securities Money Market Fund and the Cash
Management Fund will be based upon the performance of The 100% U.S. Treasury
Securities Money Market Fund and The Cash Management Fund of Hanover,
respectively, for periods prior to the consummation of the Hanover
Reorganization.

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

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

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

                             Total Rate of Return

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


                                       25
<PAGE>

                          Average Annual Total Returns*
                           (excluding sales charges)

     The average annual total rate of return figures for the following Funds,
reflecting the initial investment and assuming the reinvestment of all
distributions (but excluding the effects of any applicable sales charges) for
the one and five year periods ended August 31, 1997, and for the period from
commencement of business operations to August 31, 1997, were as follows:


<TABLE>
<CAPTION>
                                           Since       Date of        Date of
                    One        Five         Fund         Fund          Class
Fund               Year        Years     Inception    Inception     Introduction
- --------------     ----        -----     ---------    ---------     ------------
<S>                 <C>         <C>         <C>         <C>           <C>
Tax Free                                                9/8/97
Income Fund
 A Shares           9.14%       6.94%       8.92%                      9/8/87
 B Shares+          8.30%       6.27%       8.57%                     11/4/93
New York Tax                                            9/8/97
Free Income
Fund
 A Shares           8.85%       6.56%       8.38%                      9/8/87
 B Shares+          8.03%       5.95%       8.07%                     11/4/93
California
Intermediate
Tax Free
Income Fund
 A Shares           7.46%         --        5.19%      7/15/93        7/15/93
</TABLE>

- ----------
* The ongoing fees and expenses borne by Class B Shares are greater than those
  borne by Class A Shares. As indicated above, the performance information for
  each class introduced after the commencement of operations of the related
  Fund is based on the performance history of a predecessor class or classes
  and historical expenses have not been restated, for periods during which the
  performance information for a particular class is based upon the performance
  history of a predecessor class, to reflect the ongoing expenses currently
  borne by the particular class. Accordingly, the performance information
  presented in the table above and in each table that follows may be used in
  assessing each Fund's performance history but does not reflect how the
  distinct classes would have performed on a relative basis prior to the
  introduction of those classes which would require an adjustment to the
  ongoing expenses.

  The performance quoted reflects fee waivers that subsidize and reduce the
  total operating expenses of certain Funds (or classes thereof). Returns on
  these Funds (or classes) would have been lower if there were no such waivers.
  With respect to certain Funds, Chase and/or other service providers are
  obligated to waive certain fees and/or reimburse expenses. Each Fund's
  Prospectus discloses the extent of any agreements to waive fees and/or
  reimburse expenses.

+ Performance information presented in the table above and in each table that
  follows for this class of the Funds prior to the date this class was
  introduced does not reflect distribution fees and certain other expenses borne
  by this class which, if reflected, would reduce the performance quoted.


                                       26
<PAGE>

                         Average Annual Total Returns*
                           (including sales charges)

     With the current maximum sales charge for Class A shares (4.50%) reflected
and the currently applicable CDSC for Class B shares for each period length,
the average annual total rate of return figures for the same periods would be
as follows:


<TABLE>
<CAPTION>
                                                                 Since
                                        One         Five         Fund
Fund                                   Year         Years      Inception
- ---------------------------------      ----         -----      ---------
<S>                                     <C>          <C>          <C>  
Tax Free Income Fund
 A Shares                               4.23%        5.96%        8.42%
 B Shares+                              3.30%        4.27%        8.57%
New York Tax Free Income Fund
 A Shares                               3.30%        4.27%        8.57%
 B Shares+                              3.03%        3.95%        8.07%
California Intermediate Tax Free
Income Fund
 A Shares                               2.62%          --         4.02%
</TABLE>

- ----------
*See the notes to the preceding table.

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

                               Yield Quotations

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

     Any current "yield" for a class of shares of a Money Market Fund which is
used in such a manner as to be subject to the provisions of Rule 482(d) under
the Securities Act of 1933, as amended, shall consist of an annualized
historical yield, carried at least to the nearest hundredth of one percent,
based on a specific seven calendar day period and shall be calculated by
dividing the net change in the value of an account having a balance of one
Share at the beginning of the period by the value of the account at the
beginning of the period and multiplying the quotient by 365/7. For this
purpose, the net change in account value would reflect the value of additional
Shares purchased with dividends declared on the original Share and dividends
declared on both the original Share and any such additional Shares, but would
not reflect any realized gains or losses from the sale of securities or any
unrealized appreciation or depreciation on portfolio securities. In addition,
any effective yield quotation for a class of shares of a Money Market Fund so
used shall be calculated by compounding the current yield quotation for such
period by multiplying such quotation by 7/365, adding 1 to the product, raising
the sum to a power equal to 365/7, and subtracting 1 from the result. A portion
of a Tax Free Money Market Fund's income used in calculating such yields may be
taxable.

     Any taxable equivalent yield quotation of a class of shares of a Tax Free
Fund, whether or not it is a Money Market Fund, shall be calculated as follows.
If the entire current yield quotation for such period is tax-exempt, the tax
equivalent yield will be the current yield quotation (as determined in
accordance with the appropriate calculation described above) divided by 1 minus
a stated income tax rate or rates. If a portion of


                                       27
<PAGE>

the current yield quotation is not tax-exempt, the tax equivalent yield will be
the sum of (a) that portion of the yield which is tax-exempt divided by 1 minus
a stated income tax rate or rates and (b) the portion of the yield which is not
tax-exempt.


<TABLE>
<CAPTION>
                                            Current         Effective Compound
                                       Annualized Yield      Annualized Yield
                                         as of 8/31/97        as of 8/31/97
                                      ------------------   -------------------
<S>                                           <C>                  <C>  
U. S. Government Money Market Fund
 Vista Shares                                 5.05%                5.18%
 Premier Shares                               5.09%                5.22%
 Institutional Shares                         5.40%                5.54%
Prime Money Market Fund
 B Shares                                     4.49%                4.59%
 Premier Shares                               5.29%                5.43%
 Institutional Shares                         5.49%                5.64%
Federal Money Market Fund
 Vista Shares                                 4.93%                5.05%
 Premier Shares                               5.13%                5.26%
 Institutional Shares                         5.36%                5.50%
Treasury Plus Money Market Fund
 Vista Shares                                 4.87%                4.99%
 Premier Shares                               4.97%                5.09%
 Institutional Shares                         5.21%                5.35%
100% U.S. Treasury Securities
Money Market Fund
 Vista Shares                                 4.90%                5.02%
 Premier Shares                               4.94%                5.06%
 Institutional Shares                         5.22%                5.36%
Cash Management Fund
 Vista Shares                                 5.09%                5.22%
 Premier Shares                               5.19%                5.32%
 Institutional Shares                         5.44%                5.59%
</TABLE>


<TABLE>
<CAPTION>
                                  Current          Effective        Annualized
                                 Annualized        Compound       Tax Equivalent
                                   Yield       Annualized Yield      Yield**
                               as of 8/31/97     as of 8/31/97    as of 8/31/97
                               -------------   ----------------   --------------
<S>                                 <C>               <C>              <C>  
Tax Free Money Market Fund
 Vista Shares                       2.98%             3.02%            4.93%
 Premier Shares                     3.06%             3.11%            5.07%
 Institutional Shares               3.31%             3.37%            5.48%
California Tax Free
Money Market Fund                   2.88%             2.92%            5.36%
New York Tax Free
Money Market Fund                   2.91%             2.96%            5.45%
</TABLE>


                                       28
<PAGE>


<TABLE>
<CAPTION>
                                                Thirty-Day      Tax Equivalent
                                                  Yield       Thirty-Day Yield**
                                              as of 8/31/97     as of 8/31/97
                                              -------------   ------------------
<S>                                                <C>               <C>  
Tax Free Income Fund
 Class A Shares                                    4.29%             7.10%
 Class B Shares                                    3.74%             6.19%
New York Tax Free Income Fund
 Class A Shares                                    3.97%             7.43%
 Class B Shares                                    3.42%             6.40%
California Intermediate Tax Free Income Fund       3.97%             7.38%
</TABLE>

- ----------
* The tax equivalent yields assume a federal income tax rate of 39.6% for the
Tax Free Money Market Fund and Tax Free Income Fund, a combined New York State,
New York City and federal income tax rate of 46.80% for the New York Tax Free
Money Market Fund and New York Tax Free Income Fund and a combined California
State and federal income tax rate of 46.24% for the California Tax Free Money
Market Fund and California Intermediate Tax Free Income Fund.

                     Non-Standardized Performance Results*
                           (excluding sales charges)

     The table below reflects the net change in the value of an assumed initial
investment of $10,000 in the following Funds (excluding the effects of any
applicable sales charges) for the period from the commencement date of business
for each such Fund (i.e., either September 8, 1987 for the Tax Free Income and
New York Tax Free Income Funds or July 16, 1993 for the California Intermediate
Tax Free Income Fund.) The values reflect an assumption that capital gain
distributions and income dividends, if any, have been invested in additional
shares of the same class. From time to time, the Funds may provide these
performance results in addition to the total rate of return quotations required
by the Securities and Exchange Commission. As discussed more fully in the
Prospectuses, neither these performance results, nor total rate of return
quotations, should be considered as representative of the performance of the
Funds in the future. These factors and the possible differences in the methods
used to calculate performance results and total rates of return should be
considered when comparing such performance results and total rate of return
quotations of the Funds with those published for other investment companies and
other investment vehicles.


<TABLE>
<CAPTION>
                                           Value of         Value of                                         Fund
             Period Ended              Initial $10,000   Capital Gains         Value of           Total    Inception
           August 31, 1997                Investment      Distribution   Reinvested Dividends     Value      Date
- ------------------------------------- ----------------- --------------- ---------------------- ---------- ----------
<S>                                        <C>               <C>                <C>             <C>         <C> 
The Tax Free Income Fund:
 A Shares                                  $12,320           $1,278             $9,877          $23,475     9/8/97
 B Shares+                                  12,250            1,239              9,257           22,746
The New York Tax Free Income Fund:
 A Shares                                   11,800            1,708              8,840           22,348     9/8/97
 B Shares+                                  11,760            1,661              8,300           21,721
The California Intermediate Tax Free
Income Fund                                  9,853              249              2,220           12,322    7/15/93
</TABLE>

- ----------
* See the notes to the table captioned "Average Annual Total Return (excluding
sales charges)" above. The table above assumes an initial investment of $10,000
in a particular class of a Fund for the period from the Fund's commencement of
operations, although the particular class may have been introduced at a
subsequent date. As indicated above, performance information for each class
introduced after the commencement of operations of the related Fund is based on
the performance history of a predecessor class or classes, and historical
expenses have not been restated, for periods during which the performance
information for a particular class is based upon the performance history of a
predecessor class, to reflect the ongoing expenses currently borne by the
particular class.


                                       29
<PAGE>

                      Non-Standardized Performance Results*
                            (includes sales charges)

     With the current maximum sales charge of 4.50% for Class A shares, and the
currently applicable CDSC for Class B shares for each period length, reflected,
the figures for the same periods would be as follows:

<TABLE>
<CAPTION>
                                             Value of           Value of
             Period Ended                Initial $10,000     Capital Gains           Value of             Total
           August 31, 1997                  Investment        Distribution     Reinvested Dividends       Value
- -------------------------------------   -----------------   ---------------   ----------------------   ----------
<S>                                          <C>                 <C>                  <C>               <C>    
The Tax Free Income Fund:
 A Shares                                    $11,766             $1,220               $9,432            $22,418
 B Shares+                                    12,250              1,239                9,257             22,746
The New York Tax Free Income Fund:
 A Shares                                     11,269              1,632                8,442             21,343
 B Shares+                                    11,760              1,661                8,300             21,721
The California Intermediate Tax Free
Income Fund                                    9,410                238                2,120             11,768
</TABLE>

- ----------
* See the notes to the table captioned "Average Annual Total Return (excluding
sales charges)" above. The table above assumes an initial investment of $10,000
in a particular class of a Fund for the period from the Fund's commencement of
operations, although the particular class may have been introduced at a
subsequent date. As indicated above, performance information for each class
introduced after the commencement of operations of the related Fund is based on
the performance history of a predecessor class or classes, and historical
expenses have not been restated, for periods during which the performance
information for a particular class is based upon the performance history of a
predecessor class, to reflect the ongoing expenses currently borne by the
particular class.

                       DETERMINATION OF NET ASSET VALUE

     As of the date of this Statement of Additional Information, the New York
Stock Exchange is open for trading every weekday except for the following
holidays: New Year's Day, Presidents' Day, Good Friday, Memorial Day,
Independence Day, Labor Day, Thanksgiving Day and Christmas Day. In addition,to
the days listed above (other than Good Friday), the Funds are closed for
business on the following holidays: Martin Luther King Day, Columbus Day, and
Veteran's Day.

   
     The Money Market Funds' portfolio securities are valued at their amortized
cost. Amortized cost valuation involves valuing an instrument at its cost and
thereafter accrediting discounts and amortizing premiums at a constant rate to
maturity. 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. Pursuant
to the rules of the Securities and Exchange Commission, the Board of Trustees
has established procedures to stabilize the net asset value of each Money
Market Fund at $1.00 per share. However, no assurance can be given that the
Money Market Funds will be able to do so on a continuous basis. These
procedures include a review of the extent of any deviation of net asset value
per share, based on available market rates (and appropriate substitutes which
reflect current market conditions), from the $1.00 amortized cost price per
share. If fluctuating interest rates cause the market value of a Money Market
Fund's portfolio to approach a deviation of more than 1/2 of 1% from the value
determined on the basis of amortized cost, the Board of Trustees will consider
what action, if any, should be initiated. Such action may include redemption of
shares in kind (as described in greater detail below), selling portfolio
securities prior to maturity, reducing or withholding dividends and utilizing a
net asset value per share as determined by using available market quotations.
    

     The Money Market Funds have established procedures designed to ensure that
their portfolio securities meet their high quality criteria.


                                       30
<PAGE>

     Bonds and other fixed income securities (other than short-term
obligations) in a Fund's portfolio are valued on the basis of valuations
furnished by a pricing service, the use of which has been approved by the Board
of Trustees. In making such valuations, the pricing service utilizes both
dealer-supplied valuations and electronic data processing techniques that take
into account appropriate factors such as institutional-size trading in similar
groups of securities, yield, quality, coupon rate, maturity, type of issue,
trading characteristics and other market data, without exclusive reliance upon
quoted prices or exchange or over-the-counter prices, since such valuations are
believed to reflect more accurately the fair value of such securities. Short-
term obligations which mature in 60 days or less are valued at amortized cost,
which constitutes fair value as determined by the Board of Trustees. Futures
and option contracts that are traded on commodities or securities exchanges are
normally valued at the settlement price on the exchange on which they are
traded. Portfolio securities (other than short-term obligations) for which
there are no such quotations or valuations are valued at fair value as
determined in good faith by or at the direction of the Board of Trustees.

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

                     PURCHASES, REDEMPTIONS AND EXCHANGES

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

     Upon receipt of any instructions or inquiries by telephone from a
shareholder or, if held in a joint account, from either party, or from any
person claiming to be the shareholder, a Fund or its agent is authorized,
without notifying the shareholder or joint account parties, to carry out the
instructions or to respond to the inquiries, consistent with the service
options chosen by the shareholder or joint shareholders in his or their latest
account application or other written request for services, including
purchasing, exchanging, or redeeming shares of such Fund and depositing and
withdrawing monies from the bank account specified in the Bank Account
Registration section of the shareholder's latest account application or as
otherwise properly specified to such Fund in writing.

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

     Investors in Class A shares may qualify for reduced initial sales charges
by signing a statement of intention (the "Statement"). This enables the
investor to aggregate purchases of Class A shares in the Fund with purchases of
Class A shares of any other Fund in the Trust (or if a Fund has only one class,
shares of such Fund), excluding shares of any Vista money market fund, during a
13-month period. The sales charge is based on the total amount to be invested
in Class A shares during the 13-month period. All Class A or other qualifying
shares of these funds currently owned by the investor will be credited as
purchases (at their


                                       31
<PAGE>

current offering prices on the date the Statement is signed) toward completion
of the Statement. A 90-day back-dating period can be used to include earlier
purchases at the investor's cost. The 13-month period would then begin on the
date of the first purchase during the 90-day period. No retroactive adjustment
will be made if purchases exceed the amount indicated in the Statement. A
shareholder must notify the Transfer Agent or Distributor whenever a purchase
is being made pursuant to a Statement.

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

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

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

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

   
     Investors may be eligible to buy Class A shares at reduced sales charges.
One's investment representative or the Chase Vista Funds Service Center should
be consulted for details about Chase Vista's
    


                                       32
<PAGE>

   
combined purchase privilege, cumulative quantity discount, statement of
intention, group sales plan, employee benefit plans and other plans. Sales
charges are waived if an investor is using redemption proceeds received within
the prior ninety days from non-Chase Vista mutual funds to buy the shares, and
on which he or she paid a front-end or contingent deferred sales charge.

     Some participant-directed employee benefit plans participate in a
"multi-fund" program which offers both Chase Vista and non-Chase Vista mutual
funds. The money that is invested in Chase Vista Funds may be combined with the
other mutual funds in the same program when determining the plan's eligibility
to buy Class A shares for purposes of the discount privileges and programs
described above.

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

     For purchases of a Fund's Class A shares made from January 1, 1998 through
December 31, 1998, no initial sales charge will be assessed if one is investing
through an IRA or qualified retirement plan for which The Chase Manhattan Bank
or its designee serves as trustee or custodian, and additional investments in
Class A shares of the Fund through such an IRA or qualified plan made
subsequent to 1998 will not be subject to initial sales charges for the life of
the Fund account.

     Purchases of a Fund's Class A shares may be made with no initial sales
charge through an investment adviser or financial planner that charges a fee
for its services.

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

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

     A Fund may sell Class A shares without an initial sales charge to the
current and retired Trustees (and their immediate families), current and
retired employees (and their immediate families) of Chase, the Fund's
distributor and transfer agent or any affiliates or subsidiaries thereof,
registered representatives and other employees (and their immediate families)
of broker-dealers having selected dealer agreements with the Fund's
distributor, employees (and their immediate families) of financial institutions
having selected dealer agreements with the Fund's distributor (or otherwise
having an arrangement with a broker-dealer or financial institution with
respect to sales of Chase Vista Fund shares) and financial institution trust
departments investing an aggregate of $1 million or more in the Chase Vista
Funds.

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

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

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


                                       33
<PAGE>

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

     Reinstatement Privilege. Upon written request, Class A shareholders of the
Tax Free Income Fund, the New York Tax Free Income Fund, as well as all
shareholders of the California Intermediate Tax Free Income Fund, have a one
time privilege of reinstating their investment in the Fund at net asset value
next determined subject to written request within 90 calendar days of the
redemption. The reinstatement request must be accompanied by payment for the
shares (not in excess of the redemption), and shares will be purchased at the
next determined net asset value. Class B shareholders of the Prime Money Market
Fund, Tax Free Income Fund and the New York Tax Free Income Fund who have
redeemed their shares and paid a CDSC with such redemption may purchase Class A
shares with no initial sales charge (in an amount not in excess of their
redemption proceeds) if the purchase occurs within 90 days of the redemption of
the Class B (or C) shares.
    

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

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

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

     A Fund may require signature guarantees for changes that shareholders
request be made in Fund records with respect to their accounts, including but
not limited to, changes in bank accounts, for any written


                                       34
<PAGE>

   
requests for additional account services made after a shareholder has submitted
an initial account application to the Fund, and in certain other circumstances
described in the Prospectuses. A Fund may also refuse to accept or carry out
any transaction that does not satisfy any restrictions then in effect. A
signature guarantee may be obtained from a bank, trust company, broker-dealer
or other member of a national securities exchange. Please note that a notary
public cannot provide a signature guarantee.

                          DISTRIBUTIONS; TAX MATTERS
    

     The following is only a summary of certain additional tax considerations
generally affecting the Funds and their shareholders that are not described in
the respective Fund's Prospectus. No attempt is made to present a detailed
explanation of the tax treatment of the Funds or their shareholders, and the
discussions here and in each Fund's Prospectus are not intended as substitutes
for careful tax planning.

                Qualification as a Regulated Investment Company

   
     Each Fund has elected to be taxed as a regulated investment company under
Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code") and
to meet all other requirements that are necessary for it to be relieved of
federal taxes on income and gains it distributes to shareholders. Net
investment income for 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. As a regulated investment company,
each Fund is not subject to federal income tax on the portion of its net
investment income (i.e., its investment company taxable income, as that term is
defined in the Code, without regard to the deduction for dividends paid) and
net capital gain (i.e., the excess of net long-term capital gain over net
short-term capital loss) that it distributes to shareholders, provided that it
distributes at least 90% of its net investment income and at least 90% of its
tax-exempt income (net of expenses allocable thereto) for the taxable year (the
"Distribution Requirement"), and satisfies certain other requirements of the
Code that are described below. Because certain Funds invest all of their assets
in Portfolios which will be classified as partnerships for federal income tax
purposes, such Funds will be deemed to own a proportionate share of the income
of the Portfolio into which each contributes all of its assets for purposes of
determining whether such Funds satisfy the Distribution Requirement and the
other requirements necessary to qualify as a regulated investment company
(e.g., Income Requirement (hereinafter defined), etc.).
    

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

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

     Each non-Money Market Fund may engage in hedging or derivatives
transactions involving foreign currencies, forward contracts, options and
futures contracts (including options, futures and forward contracts on foreign
currencies) and short sales. See "Additional Policies Regarding Derivative and
Related Transactions."


                                       35
<PAGE>

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

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

                 Excise Tax on Regulated Investment Companies

     A 4% non-deductible excise tax is imposed on a regulated investment
company that fails to distribute in each calendar year an amount equal to 98%
of ordinary taxable income for the calendar year and 98% of capital gain net
income for the one-year period ended on October 31 of such calendar year (or,
at the election of a regulated investment company having a taxable year ending
November 30 or December 31, for its taxable year (a "taxable year
election"))(Tax-exempt interest on municipal obligations is not subject to the
excise tax). The balance of such income must be distributed during the next
calendar year. For the foregoing purposes, a regulated investment company is
treated as having distributed any amount on which it is subject to income tax
for any taxable year ending in such calendar year.

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

                              Fund Distributions

   
     Each Fund anticipates distributing substantially all of its net investment
income for each taxable year. Such distributions will be taxable to
shareholders as ordinary income and treated as dividends for federal income tax
purposes, but they will not qualify for the 70% dividends-received deduction
for corporations only to the extent described below. Dividends paid on Class A,
Class B and Class C shares are calculated at the same time. In general,
dividends on Class B and Class C shares are expected to be lower than those on
Class A shares due to the higher distribution expenses borne by the Class B and
Class C shares. Dividends may also differ between classes as a result of
differences in other class specific expenses.

     If a check representing a Fund distribution is not cashed by a shareholder
within a specified period, the Chase Vista Service Center will notify the
shareholder that he or she has the option of requesting another check or
reinvesting the distribution in the Fund or in an established account of
another Chase Vista Fund. If the Chase Vista Service Center does not receive
the shareholder's election, the distribution will be reinvested in the Fund.
Similarly, if the Fund or the Chase Vista Service Center sends the shareholder
correspondence returned as "undeliverable," distributions will automatically be
reinvested in the Fund.
    

     A Fund may either retain or distribute to shareholders its net capital
gain for each taxable year. Each Fund currently intends to distribute any such
amounts. If net capital gain is distributed and designated as a


                                       36
<PAGE>

capital gain dividend, it will be taxable to shareholders as long-term capital
gain, regardless of the length of time the shareholder has held his shares or
whether such gain was recognized by the Fund prior to the date on which the
shareholder acquired his shares.

     Under recently enacted legislation, the maximum rate of tax on long-term
capital gains of individuals will generally be reduced from 28% to 20% (10% for
gains otherwise taxed at 15%) for long-term capital gains realized after July
28, 1997 with respect to capital assets held for more than 18 months.
Additionally, beginning after December 31, 2000, the maximum tax rate for
capital assets with a holding period beginning after that date and held for
more than five years will be 18%. Under a literal reading of the legislation,
capital gain dividends paid by a regulated investment company would not appear
eligible for the reduced capital gain rates. However, the legislation
authorizes the Treasury Department to promulgate regulations that would apply
the new rates to capital gain dividends paid by a regulated investment company.

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

   
     Ordinary income dividends paid by a Fund with respect to a taxable year
will qualify for the 70% dividends-received deduction generally available to
corporations to the extent of the amount of qualifying dividends received by a
Fund from domestic corporations for the taxable year. A dividend received by a
Fund will not be treated as a qualifying dividend (1) if it has been received
with respect to any share of stock that the Fund has held for less than 46 days
(91 days in the case of certain preferred stock) during the 90 day period
beginning on the date which is 45 days before the date on which such share
becomes ex-dividend with respect to such dividend (during the 180 day period
beginning 90 days before such date in the case of certain preferred stock)
under the Rules of the Code section 246(c)(3) and (4);(2) to the extent that a
fund is under an obligation (pursuant to a short sale or otherwise) to make
related payments with respect to positions in substantially similar or related
property; or (3) to the extent the stock on which the dividend is paid is
treated as debt-financed under the rules of Code Section 246A. Moreover, the
dividends-received deduction for a corporate shareholder may be disallowed or
reduced if the corporate shareholder fails to satisfy the foregoing
requirements with respect to its shares of a Fund. In the case where a Fund
invests all of its assets in a Portfolio and the Fund satisfies the holding
period rules pursuant to Code Section 256(C) as to its interest in the
Portfolio, a corporate shareholder which satisfies the foregoing requirements
with respect to its shares of the Fund should receive the dividends-received
deduction.

     For purposes of the Corporate AMT, the corporate dividends-received
deduction is not itself an item of tax preference that must be added back to
taxable income or is otherwise disallowed in determining a corporation's AMT.
However, corporate shareholders will generally be required to take the full
amount of any dividend received from a Fund into account (without a
dividends-received deduction) in determining its adjusted current earnings.
    

     Each Tax Free Fund intends to qualify to pay exempt-interest dividends by
satisfying the requirement that at the close of each quarter of the Tax Free
Fund's taxable year at least 50% of the its total assets consists of tax-exempt
municipal obligations. Distributions from a Tax Free Fund will constitute
exempt-interest dividends to the extent of its tax-exempt interest income (net
of expenses and amortized bond premium). Exempt-interest dividends distributed
to shareholders of a Tax Free Fund are excluded from gross income for federal
income tax purposes. However, shareholders required to file a federal income
tax return will be required to report the receipt of exempt-interest dividends
on their returns. Moreover, while exempt-


                                       37
<PAGE>

interest dividends are excluded from gross income for federal income tax
purposes, they may be subject to alternative minimum tax ("AMT") in certain
circumstances and may have other collateral tax consequences as discussed
below. Distributions by a Tax Free Fund of any investment company taxable
income or of any net capital gain will be taxable to shareholders as discussed
above.

     AMT is imposed in addition to, but only to the extent it exceeds, the
regular tax and is computed at a maximum marginal rate of 28% for noncorporate
taxpayers and 20% for corporate taxpayers on the excess of the taxpayer's
alternative minimum taxable income ("AMTI") over an exemption amount. In
addition, under the Superfund Amendments and Reauthorization Act of 1986, a tax
is imposed for taxable years beginning after 1986 and before 1996 at the rate
of 0.12% on the excess of a corporate taxpayer's AMTI (determined without
regard to the deduction for this tax and the AMT net operating loss deduction)
over $2 million. Exempt-interest dividends derived from certain "private
activity" municipal obligations issued after August 7, 1986 will generally
constitute an item of tax preference includable in AMTI for both corporate and
noncorporate taxpayers. In addition, exempt-interest dividends derived from all
municipal obligations, regardless of the date of issue, must be included in
adjusted current earnings, which are used in computing an additional corporate
preference item (i.e., 75% of the excess of a corporate taxpayer's adjusted
current earnings over its AMTI (determined without regard to this item and the
AMT net operating loss deduction)) includable in AMTI.

     Exempt-interest dividends must be taken into account in computing the
portion, if any, of social security or railroad retirement benefits that must
be included in an individual shareholder's gross income and subject to federal
income tax. Further, a shareholder of a Tax Free Fund is denied a deduction for
interest on indebtedness incurred or continued to purchase or carry shares of
the Fund. Moreover, a shareholder who is (or is related to) a "substantial
user" of a facility financed by industrial development bonds held by a Tax Free
Fund will likely be subject to tax on dividends paid by the Tax Free Fund which
are derived from interest on such bonds. Receipt of exempt-interest dividends
may result in other collateral federal income tax consequences to certain
taxpayers, including financial institutions, property and casualty insurance
companies and foreign corporations engaged in a trade or business in the United
States. Prospective investors should consult their own tax advisers as to such
consequences.

     Net investment income that may be received by certain of the Funds from
sources within foreign countries may be subject to foreign taxes withheld at
the source. The United States has entered into tax treaties with many foreign
countries which entitle any such Fund to a reduced rate of, or exemption from,
taxes on such income. It is impossible to determine the effective rate of
foreign tax in advance since the amount of any such Fund's assets to be
invested in various countries is not known.

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

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

     Ordinarily, shareholders are required to take distributions by a Fund into
account in the year in which the distributions are made. However, dividends
declared in October, November or December of any year and payable to
shareholders of record on a specified date in such a month will be deemed to
have been received


                                       38
<PAGE>

by the shareholders (and made by the Fund) on December 31 of such calendar year
if such dividends are actually paid in January of the following year.
Shareholders will be advised annually as to the U.S. federal income tax
consequences of distributions made (or deemed made) during the year.

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

                         Sale or Redemption of Shares

     Each Money Market Fund seeks to maintain a stable net asset value of $1.00
per share; however, there can be no assurance that a Money Market Fund will do
this. In such a case and any case involving the Income Funds, a shareholder
will recognize gain or loss on the sale or redemption of shares of a Fund in an
amount equal to the difference between the proceeds of the sale or redemption
and the shareholder's adjusted tax basis in the shares. All or a portion of any
loss so recognized may be disallowed if the shareholder purchases other shares
of the Fund within 30 days before or after the sale or redemption. In general,
any gain or loss arising from (or treated as arising from) the sale or
redemption of shares of a Fund will be considered capital gain or loss and will
be long-term capital gain or loss if the shares were held for longer than one
year. However, any capital loss arising from the sale or redemption of shares
held for six months or less will be disallowed to the extent of the amount of
exempt-interest dividends received on such shares and (to the extent not
disallowed) will be treated as a long-term capital loss to the extent of the
amount of capital gain dividends received on such shares.

                             Foreign Shareholders

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

     If the income from a Fund is not effectively connected with a U.S. trade
or business carried on by a foreign shareholder, paid to a foreign shareholder
from net investment income will be subject to U.S. withholding tax at the rate
of 30% (or lower treaty rate) upon the gross amount of the dividend. Such a
foreign shareholder would generally be exempt from U.S. federal income tax on
gains realized on the sale of shares of the Fund and capital gain dividends and
amounts retained by the Fund that are designated as undistributed capital
gains.

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

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

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

                          State and Local Tax Matters

     Depending on the residence of the shareholder for tax purposes,
distributions may also be subject to state and local taxes or withholding
taxes. Most states provide that a RIC may pass through (without restriction) to
its shareholders state and local income tax exemptions available to direct
owners of certain types of U.S. govern-


                                       39
<PAGE>

ment securities (such as U.S. Treasury obligations). Thus, for residents of
these states, distributions derived from a Fund's investment in certain types
of U.S. government securities should be free from state and local income taxes
to the extent that the interest income from such investments would have been
exempt from state and local income taxes if such securities had been held
directly by the respective shareholders themselves. Certain states, however, do
not allow a RIC to pass through to its shareholders the state and local income
tax exemptions available to direct owners of certain types of U.S. government
securities unless the RIC holds at least a required amount of U.S. government
securities. Accordingly, for residents of these states, distributions derived
from a Fund's investment in certain types of U.S. government securities may not
be entitled to the exemptions from state and local income taxes that would be
available if the shareholders had purchased U.S. government securities
directly. Shareholders' dividends attributable to a Fund's income from
repurchase agreements generally are subject to state and local income taxes,
although states and regulations vary in their treatment of such income. The
exemption from state and local income taxes does not preclude states from
asserting other taxes on the ownership of U.S. government securities. To the
extent that a Fund invests to a substantial degree in U.S. government
securities which are subject to favorable state and local tax treatment,
shareholders of such Fund will be notified as to the extent to which
distributions from the Fund are attributable to interest on such securities.
Rules of state and local taxation of ordinary income dividends and capital gain
dividends from RICs may differ from the rules for U.S. federal income taxation
in other respects. Shareholders are urged to consult their tax advisers as to
the consequences of these and other state and local tax rules affecting
investment in a Fund.

                         Effect of Future Legislation

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

                     MANAGEMENT OF THE TRUST AND THE FUNDS

                             Trustees and Officers

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

     Fergus Reid, III--Chairman of the Trust. Chairman and Chief Executive
Officer, Lumelite Corporation, since September 1985; Trustee, Morgan Stanley
Funds. Age: 65. Address: 202 June Road, Stamford, CT 06903.

     *H. Richard Vartabedian--Trustee and President of the Trust. Investment
Management Consultant; formerly, Senior Investment Officer, Division Executive
of the Investment Management Division of The Chase Manhattan Bank, N.A.,
1980-1991. Age: 61. Address: P.O. Box 296, Beach Road, Hendrick's Head,
Southport, ME 04576.

     William J. Armstrong--Trustee. Vice President and Treasurer,
Ingersoll-Rand Company. Age: 55. Address: 49 Aspen Way, Upper Saddle River, NJ
07458.

     John R.H. Blum--Trustee. Attorney in private practice; formerly a Partner
in the law firm of Richards, O'Neil & Allegaert; Commissioner of Agriculture
State of Connecticut, 1992-1995. Age: 68. Address: 322 Main Street,
Lakeville,CT 06039.


                                       40
<PAGE>

     Stuart W. Cragin, Jr.--Trustee. Retired; formerly President, Fairfield
Testing Laboratory, Inc. He has previously served in a variety of marketing,
manufacturing and general management positions with Union Camp Corp., Trinity
Paper & Plastics Corp., and Conover Industries. Age: 64. Address: 108 Valley
Road, Cos Cob, CT 06807.

     Roland R. Eppley, Jr.--Trustee. Retired; formerly President and Chief
Executive Officer, Eastern States Bankcard Association Inc. (1971-1988);
Director, Janel Hydraulics, Inc.; formerly Director of The Hanover Funds, Inc.
Age: 65. Address: 105 Coventry Place, Palm Beach Gardens, FL 33418.

     Joseph J. Harkins--Trustee. Retired; Commercial Sector Executive and
Executive Vice President of The Chase Manhattan Bank, N.A. from 1985 through
1989. He has been employed by Chase in numerous capacities and offices from
1954 through 1989. Director of Blessings Corporation, Jefferson Insurance
Company of New York, Monticello Insurance Company and National. Age: 65.
Address: 257 Plantation Circle South, Ponte Vedra Beach, FL 32082.

     *Sarah E. Jones--Trustee. President and Chief Operating Officer of Chase
Mutual Funds Corp.; formerly Managing Director for the Global Asset Management
and Private Banking Division of the Chase Manhattan Bank. Age: 46. Address: One
Chase Manhattan Plaza, Third Floor, New York, New York 10081.

     W.D. MacCallan--Trustee. Director of The Adams Express Co. and Petroleum &
Resources Corp.; formerly Chairman of the Board and Chief Executive Officer of
The Adams Express Co. and Petroleum & Resources Corp.; Director of The Hanover
Funds, Inc. and The Hanover Investment Funds, Inc. Age: 70. Address: 624 East
45th Street, Savannah, GA 31405.

     W. Perry Neff--Trustee. Independent Financial Consultant; Director of
North America Life Assurance Co., Petroleum & Resources Corp. and The Adams
Express Co.; formerly Director and Chairman of The Hanover Funds, Inc.;
formerly Director, Chairman and President of The Hanover Investment Funds, Inc.
Age: 70. Address: RR 1 Box 102, Weston, VT 05181.

     *Leonard M. Spalding, Jr.--Trustee. Chief Executive Officer of Chase
Mutual Funds Corp.; formerly President and Chief Executive Officer of Vista
Capital Management; and formerly Chief Investment Executive of the Chase
Manhattan Private Bank. Age: 62. Address: One Chase Manhattan Plaza, Third
Floor, New York, New York 10081.

     Richard E. Ten Haken--Trustee; Chairman of the Audit Committee. Formerly
District Superintendent of Schools, Monroe No. 2 and Orleans Counties, New
York; Chairman of the Board and President, New York State Teachers' Retirement
System. Age: 63. Address: 4 Barnfield Road, Pittsford, NY 14534.

     Irving L. Thode--Trustee. Retired; formerly Vice President of Quotron
Systems. He has previously served in a number of executive positions with
Control Data Corp., including President of its Latin American Operations, and
General Manager of its Data Services business. Age: 66. Address: 80 Perkins
Road, Greenwich, CT 06830.

     Martin R. Dean--Treasurer. Associate Director, Accounting Services, BISYS
Fund Services; formerly Senior Manager, KPMG Peat Marwick (1987-1994). Age: 33.
Address: 3435 Stelzer Road, Columbus, OH 43219.

     Lee Schultheis--Assistant Treasurer and Assistant Secretary. President,
BISYS Fund Distributors; formerly Managing Director, Forum Financial Group.
Age: 41. Address: One Chase Manhattan Plaza, Third Floor, New York, NY 10081.


                                       41
<PAGE>

     W. Anthony Turner--Secretary. Senior Vice President and Regional Client
Executive, BISYS Fund Services; formerly Senior Vice President, First Union
Brokerage Services, Inc. and Senior Vice President, NationsBank. Age: 36.
Address: 125 West 55th Street, New York, NY 10019.
- ----------
*Asterisks indicate those Trustees that are "interested persons" (as defined in
the 1940 Act). Mr. Reid is not an interested person of the Trust's investment
advisers or principal underwriter, but may be deemed an interested person of
the Trust solely by reason of being chairman of the Trust.


                                       42
<PAGE>

     The Board of Trustees of the Trust presently has an Audit Committee. The
members of the Audit Committee are Messrs. Ten Haken (Chairman), Armstrong,
Eppley, MacCallan and Thode. The function of the Audit Committee is to
recommend independent auditors and monitor accounting and financial matters.
The Audit Committee met two times during the fiscal period ended August 31,
1997.

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

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

           Remuneration of Trustees and Certain Executive Officers:

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

     Set forth below is information regarding compensation paid or accrued
during the fiscal year ended August 31, 1997 for each Trustee of the Trust:

<TABLE>
<CAPTION>
                                          U.S.                                                     New York    California
                                       Government         Cash         Tax Free       Prime        Tax Free     Tax Free
                                         Money         Management       Money         Money         Money         Money
                                      Market Fund         Fund       Market Fund   Market Fund   Market Fund   Market Fund
                                      -----------      ----------    -----------   -----------   -----------   -----------
<S>                                    <C>             <C>             <C>           <C>           <C>           <C>    
Fergus Reid, III, Trustee              $25,653.12      $15,603.85      $4,564.75     $7,867.48     $4,552.98     $232.56
H. Richard Vartabedian, Trustee         22,147.67       13,572.80       3,987.88      6,890.64      4,015.45      201.72
William J. Armstrong, Trustee           14,096.36        8,648.09       2,541.07      4,394.24      2,564.42      128.76
John R.H. Blum, Trustee                 15,703.56        9,595.85       2,815.73      4,854.28      2,844.01      143.31
Stuart W. Cragin, Jr., Trustee          14,765.14        9,048.49       2,658.64      4,593.77      2,676.96      134.49
Roland R. Eppley, Jr., Trustee          14,765.14        9,048.49       2,658.64      4,593.77      2,676.96      134.49
Joseph J. Harkins, Trustee              15,389.67        9,415.33       2,762.55      4,769.24      2,793.55      140.31
Sarah E. Jones, Trustee                      0.00            0.00           0.00          0.00          0.00        0.00
W.D. MacCallan, Trustee                 14,765.14        9,048.49       2,658.64      4,593.77      2,676.96      134.49
W. Perry Neff, Trustee                  15,389.67        9,415.33       2,762.55      4,769.24      2,793.55      140.31
Leonard M. Spalding, Jr., Trustee            0.00            0.00           0.00          0.00          0.00        0.00
Richard E. Ten Haken, Trustee           14,765.14        9,048.49       2,658.64      4,593.77      2,676.96      134.49
Irving L. Thode, Trustee                14,765.14        9,048.49       2,658.64      4,593.77      2,676.9       134.49
</TABLE>


                                       43
<PAGE>


<TABLE>
<CAPTION>
                                                                                                               100% U.S.
                                                      Treasury                                  California      Treasury
                                       Federal          Plus         New York        Tax       Intermediate    Securities
                                        Money          Money         Tax Free        Free        Tax Free     Money Market
                                     Market Fund    Market Fund    Income Fund   Income Fund    Income Fund       Fund
                                     -----------    -----------    -----------   -----------   ------------   ------------
<S>                                   <C>            <C>              <C>           <C>           <C>           <C>       
Fergus Reid, III, Trustee             $3,921.97      $10,013.99       $547.05       $421.65       $124.85       $9,881.87
H. Richard Vartabedian, Trustee        3,417.14        8,653.82        479.59        370.09        108.47        8,577.22
William J. Armstrong, Trustee          2,171.59        5,514.80        305.09        235.27         68.67        5,460.25
John R.H. Blum, Trustee                2,407.23        6,086.05        337.94        260.85         76.77        6,038.45
Stuart W. Cragin, Jr. Trustee          2,277.76        5,771.25        319.72        246.70         72.30        5,717.52
Roland R. Eppley, Jr. Trustee          2,277.76        5,771.25        319.72        246.70         72.30        5,717.52
Joseph J. Harkins, Trustee             2,364.57        5,969.62        331.88        256.25         75.30        5,927.39
Sarah E. Jones, Trustee                    0.00            0.00          0.00          0.00          0.00            0.00
W.D. MacCallan, Trustee                2,277.76        5,771.25        319.72        246.70         72.30        5,717.52
W. Perry Neff, Trustee                 2,364.57        5,969.62        331.88        256.25         75.30        5,927.39
Leonard M. Spalding, Jr., Trustee          0.00            0.00          0.00          0.00          0.00            0.00
Richard E. Ten Haken, Trustee          2,277.76        5,771.25        319.72        246.70         72.30        5,717.52
Irving L. Thode, Trustee               2,277.76        5,771.25        319.72        246.70         72.30        5,717.52
</TABLE>


<TABLE>
<CAPTION>
                                          Pension or                Total
                                          Retirement             Compensation
                                       Benefits Accrued              From
                                     as Fund Expenses(1)      "Fund Complex"(2)
                                     -------------------      ------------------
<S>                                         <C>                    <C>     
Fergus Reid, III, Trustee                   $56,368                $129,500
H. Richard Vartabedian, Trustee              47,622                 102,750
William J. Armstrong, Trustee                38,372                  67,000
John R.H. Blum, Trustee                      41,363                  73,000
Stuart W. Cragin, Jr., Trustee               34,965                  68,500
Roland R. Eppley, Jr., Trustee               53,267                  68,500
Joseph J. Harkins, Trustee                   52,508                  71,500
Sarah E. Jones, Trustee                          --                      --
W.D. MacCallan, Trustee                      66,323                  68,500
W. Perry Neff, Trustee                       66,323                  71,500
Leonard M. Spalding, Jr., Trustee                --                      --
Richard E. Ten Haken, Trustee                31,463                  68,500
Irving L. Thode, Trustee                     41,876                  68,500
</TABLE>

- ----------
(1)  Data reflects total benefits accrued by Mutual Fund Group, Mutual Fund
     Select Group, Capital Growth Portfolio, Growth and Income Portfolio and
     International Equity Portfolio for the fiscal year ended October 31, 1997
     and by the Trust, Mutual Fund Select Trust, and Mutual Fund Variable
     Annuity Trust for the fiscal year ended August 31, 1997.
(2)  Data reflects total compensation earned during the period January 1, 1997
     to December 31, 1997 for service as a Trustee to the Trust, Mutual Fund
     Group, Mutual Fund Variable Annuity Trust, Mutual Select Group, Mutual Fund
     Select Trust, Capital Growth Portfolio, Growth and Income Portfolio and
     International Equity Portfolio.

     As of October 31, 1997, the Trustees and officers as a group owned less
than 1% of each Fund's outstanding shares, all of which were acquired for
investment purposes. For the fiscal year ended August 31, 1997, the Trust paid
its disinterested Trustees fees and expenses for all the meetings of the Board
and any committees attended in the aggregate amount of approximately $569,995
which amount was then apportioned among the Funds comprising the Trust.


                                       44
<PAGE>

            Chase Vista Funds Retirement Plan for Eligible Trustees

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

     Set forth below in the table are the estimated annual benefits payable to
an eligible Trustee upon retirement assuming various compensation and years of
service classifications. As of October 31, 1997, the estimated credited years
of service for Messrs.Reid, Vartabedian, Armstrong, Blum, Cragin, Eppley,
Harkins, Neff, MacCallan, Spalding, TenHaken, Thode and Ms. Jones are 12, 4, 9,
12, 4, 8, 6, 7, 7, 0, 12, 4 and 0, respectively.

<TABLE>
<CAPTION>
                      Highest Annual Compensation Paid by All Vista Funds
              ------------------------------------------------------------------
               $60,000      $80,000      $100,000      $120,000      $140,000
 Years of
 Service      Estimated Annual Benefits Upon Retirement
- ---------     ------------------------------------------------------------------
<S>            <C>          <C>           <C>          <C>           <C>     
     14        $57,600      $76,800       $96,000      $115,200      $134,400
     12         52,800       70,400        88,000       105,600       123,200
     10         48,000       64,000        80,000        96,000       112,000
     8          38,400       51,200        64,000        76,800        89,600
     6          28,800       38,400        48,000        57,600        67,200
     4          19,200       25,600        32,000        38,400        44,800
</TABLE>

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

     Messrs. Eppley, Ten Haken, Thode and Vartabedian have each executed a
deferred compensation agreement for the 1997 calendar year and as of October
31, 1997 they had contributed $55,334, $27,669, $49,803, and $83,000,
respectively.

     The Declaration of Trust provides that the Trust will indemnify its
Trustees and officers against liabilities and expenses incurred in connection
with litigation in which they may be involved because of their offices with the
Trust, unless, as to liability to the Trust or its shareholders, it is finally
adjudicated that they engaged in willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in their offices or
with respect to any matter unless it is finally adjudicated that they did not
act in good faith in


                                       45
<PAGE>

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

                           Adviser and Sub-Advisers

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

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

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

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


                                       46
<PAGE>

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

   
     Chase, on behalf of the Funds (other than the Cash Management Fund and the
Tax Free Money Market Fund), has entered into an investment sub-advisory
agreement dated as of May 6, 1996 with Chase Asset Management, Inc. ("CAM").
Chase Bank of Texas, National Association ("Chase Texas") is the sub-investment
adviser to the Cash Management Fund and the Tax Free Money Market Fund pursuant
to a separate sub-investment advisory agreement between Chase and TCB dated as
of May 6, 1996. With respect to the day- to-day management of the Funds, under
the sub-advisory agreements, the sub-advisers make decisions concerning, and
place all orders for, purchases and sales of securities and help maintain the
records relating to such purchases and sales. The sub-advisers may, in their
discretion, provide such services through their own employees or the employees
of one or more affiliated companies that are qualified to act as an investment
adviser to the Company under applicable laws and are under the common control
of Chase; provided that (i) all persons, when providing services under the
sub-advisory agreement, are functioning as part of an organized group of
persons, and (ii) such organized group of persons is managed at all times by
authorized officers of the sub-adviser. This arrangement will not result in the
payment of additional fees by the Funds.

     Chase, a wholly-owned subsidiary of The Chase Manhattan Corporation, a
registered bank holding company, is a commercial bank offering a wide range of
banking and investment services to customers throughout the United States and
around the world. Also included among the Chase accounts are commingled trust
funds and a broad spectrum of individual trust and investment management
portfolios. These accounts have varying investment objectives. Chase is located
at 270 Park Avenue, New York, New York 10017.

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

     Chase Texas has been in the investment counselling business since 1987 and
is ultimately controlled and owned by Chase Manhattan Corporation. Chase Texas
renders investment advice to a wide variety of corporations, pension plans,
foundations, trusts and individuals. Chase Texas is located at 600 Travis,
Houston, Texas 77002.

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

     The contractual Advisory and Sub-Advisory fees for the Funds are as
follows:

    

   
<TABLE>
<CAPTION>
        Fund            Advisory Fee     Sub-Advisory Fee
- --------------------    ------------     ----------------
<S>                          <C>               <C>  
Money Market Funds           0.10%             0.03%
Income Funds                 0.30%             0.15%
</TABLE>
    

                                       47
<PAGE>

     For the fiscal years ended August 31, 1995, August 31, 1996 and August 31,
1997, Chase was paid or accrued the following investment advisory fees with
respect to the following Funds, and voluntarily waived the amounts in
parentheses following such fees with respect to each such period:

<TABLE>
<CAPTION>
                                      Fiscal Year-        Fiscal Year-        Fiscal Year-
                                         ended               ended               ended
Fund                                    8/31/95             8/31/96             8/31/97
- --------------------------------      ------------        ------------        ------------
<S>                                   <C>                 <C>                 <C>        
Tax Free Money Market Fund
 Paid or Accrued                       $ 440,282           $ 602,984           $ 898,976
 Waived                                  none                none                none
New York Tax Free Money
Market Fund
 Paid or Accrued                       $ 381,647           $ 564,728           $ 895,216
 Waived                                  none                none                none
Tax Free Income Fund
 Paid or Accrued                       $ 307,093           $ 286,711           $ 248,543
 Waived                               ($ 287,095)         ($ 222,662)         ($ 124,746)
New York Tax Free Income Fund
 Paid or Accrued                       $ 333,493           $ 328,622           $ 320,945
 Waived                               ($ 219,772)         ($ 105,922)         ($  40,479)
Federal Money Market Fund
 Paid or Accrued                       $ 389,075           $ 590,313           $ 782,294
 Waived                               ($ 118,975)            none                none
Treasury Plus Money Market Fund
 Paid or Accrued                       $  22,663           $ 665,556           $1,983,716
 Waived                                   22,663              65,952             none
Prime Money Market Fund
 Paid or Accrued                       $ 352,679           $1,110,393          $1,595,402
 Waived                                $ 216,306          ($  50,805)            none
California Intermediate
Tax Fee Income Fund
 Paid or Accrued                       $ 102,004           $  92,752           $  79,332
 Waived                               ($ 102,004)         ($  90,335)         ($  66,295)
California Tax Free
Money Market Fund
 Paid or Accrued                       $  55,870           $  48,544           $  44,776
 Waived                               ($  44,112)         ($  37,587)         ($  31,249)
U.S. Government
Money Market Fund
 Paid or Accrued                       $1,440,186          $2,959,311          $5,173,975
 Waived                                  none                none                none
</TABLE>

     For the period December 1, 1995 through August 31, 1996, and the fiscal
year ended August 31, 1997, Chase was paid or accrued investment advisory fees
and voluntarily waived the amount in parentheses, $1,518,404 ($197,536) and
$2,010,632, respectively, for the 100% U.S. Treasury Securities Money
Market Fund.

     For the period December 1, 1995 through August 31, 1996, and the fiscal
year ended August 31, 1997, Chase was paid or accrued investment advisory fees
and voluntarily waived the amount in parentheses, $1,781,610 ($195,420) and
$3,165,847, respectively, for the Cash Management Fund.


                                       48
<PAGE>

                                 Administrator

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

     Under the Administration Agreement Chase is permitted to render
administrative services to others. The Administration Agreement will continue
in effect from year to year with respect to each Fund only if such continuance
is specifically approved at least annually by the Board of Trustees or by vote
of a majority of such Fund's outstanding voting securities and, in either case,
by a majority of the Trustees who are not parties to the Administration
Agreement or "interested persons" (as defined in the 1940 Act) of any such
party. The Administration Agreement is terminable without penalty by the Trust
on behalf of each Fund on 60 days' written notice when authorized either by a
majority vote of such Fund's shareholders or by vote of a majority of the Board
of Trustees, including a majority of the Trustees who are not "interested
persons" (as defined in the 1940 Act) of the Trust, or by Chase on 60 days'
written notice, and will automatically terminate in the event of its
"assignment" (as defined in the 1940 Act). The Administration Agreement also
provides that neither Chase nor its personnel shall be liable for any error of
judgment or mistake of law or for any act or omission in the administration of
the Funds, except for willful misfeasance, bad faith or gross negligence in the
performance of its or their duties or by reason of reckless disregard of its or
their obligations and duties under the Administration Agreement.

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

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


                                       49
<PAGE>

     For the years ended August 31, 1995, August 31, 1996 and August 31, 1997
Chase was paid or accrued administration fees, and voluntarily waived the
amounts in parentheses for the following Funds:

<TABLE>
<CAPTION>
                                      Fiscal Year-        Fiscal Year-        Fiscal Year
                                          ended              Ended               ended
                                         8/31/95            8/31/96             8/31/97
                                      ------------        ------------        -----------
<S>                                    <C>                <C>                 <C>        
Federal Money Market Fund
 Paid or Accrued                        $ 194,538          $ 295,156           $ 391,147
 Waived                                ($  61,243)           none                none
Treasury Plus Money Market Fund
 Paid or Accrued                        $  11,331          $ 332,778           $ 991,858
 Waived                                ($  11,331)        ($  49,071)            none
Prime Money Market Fund
 Paid or Accrued                        $ 176,340          $ 550,477           $ 797,701
 Waived                                ($  88,982)        ($  33,604)            none
California Intermediate
Tax Fee Income Fund
 Paid or Accrued                        $  34,001          $  30,917           $  26,444
 Waived                                ($  34,001)        ($  30,917)         ($  19,912)
California Tax Free
Money Market Fund
 Paid or Accrued                        $  27,935          $  24,272           $  22,388
 Waived                                ($  21,527)        ($  15,097)            none
U.S. Government
Money Market Fund
 Paid or Accrued                        $ 720,093          $1,479,655          $2,586,987
 Waived                                   none               none                none
U.S. Treasury Securities
Money Market Fund
 Paid or Accrued                               --          $ 741,264*          $1,005,316
 Waived                                        --            none                none
Tax Free Money Market Fund
 Paid or Accrued                        $ 220,141          $ 301,492           $ 449,487
 Waived                                   none               none                none
New York Tax Free Money
Market Fund
 Paid or Accrued                        $ 190,823          $ 282,364           $ 447,608
 Waived                                   none               none                none
Tax Free Income Fund
 Paid or Accrued                        $ 102,364          $  95,570           $  82,848
 Waived                                ($  64,572)        ($  52,872)            none
New York Tax Free Income Fund
 Paid or Accrued                        $ 111,164          $ 109,541           $ 106,982
 Waived                                ($  81,265)        ($  17,606)            none
Cash Management Fund
 Paid or Accrued                               --          $ 872,983*          $1,582,924
 Waived                                        --            none                none
</TABLE>

- ----------
*Paid or accrued administrative fees for the period December 1, 1995 through
August 31, 1996.


                                       50
<PAGE>

                              Distribution Plans

   
     The Trust has adopted separate plans of distribution pursuant to Rule
12b-1 under the 1940 Act (a "Distribution Plan") including Distribution Plans
on behalf of the Class A and Class B shares of the Tax Free Income Fund and the
New York Tax Free Income Fund, the Class B and Class C shares of the Prime
Money Market Fund, the shares of the California Intermediate Tax Free Income
Fund, the Vista Shares of the Money Market Funds (except the Cash Management
Fund), and the Premier Shares of the U.S. Government Money Market Fund, which
provides that each of such classes of such Funds shall pay for distribution
services a distribution fee (the "Distribution Fee"), including payments to the
Distributor, at annual rates not to exceed the amounts set forth in their
respective Prospectuses. There is no distribution plan for the Cash Management
Fund. The Distributor may use all or any portion of such Distribution Fee to
pay for Fund expenses of printing prospectuses and reports used for sales
purposes, expenses of the preparation and printing of sales literature and
other such distribution-related expenses. Promotional activities for the sale
of each class of shares of each Fund will be conducted generally by the Chase
Vista Funds, and activities intended to promote one class of shares of a Fund
may also benefit the Fund's other shares and other Chase Vista Funds.
    

     Class B and Class C shares pay a Distribution Fee of up to 0.75% of
average daily net assets. The Distributor currently expects to pay sales
commissions to a dealer at the time of sale of Class B shares of the Income
Funds of up to 4.00% of the purchase price of the shares sold by such dealer.
The Distributor will use its own funds (which may be borrowed or otherwise
financed) to pay such amounts. Because the Distributor will receive a maximum
Distribution Fee of 0.75% of average daily net assets with respect to Class B
and Class C shares, it will take the Distributor several years to recoup the
sales commissions paid to dealers and other sales expenses.

     No class of shares of a Fund will make payments or be liable for any
distribution expenses incurred by other classes of shares of such Fund.

     The Institutional Shares of the Money Market Funds have no distribution
plan. There is no distribution plan for Premier Shares for any Money Market
Fund other than the U.S. Government Money Market Fund.

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

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


                                       51
<PAGE>

     Each Distribution Plan provides that it will continue in effect
indefinitely if such continuance is specifically approved at least annually by
a vote of both a majority of the Trustees and a majority of the Trustees who
are not "interested persons" (as defined in the 1940 Act) of the Trust and who
have no direct or indirect financial interest in the operation of the
Distribution Plan or in any agreement related to such Plan ("Qualified
Trustees"). The continuance of each Distribution Plan was most recently
approved on October 13, 1995.

     Each Distribution Plan requires that the Trust shall provide to the Board
of Trustees, and the Board of Trustees shall review, at least quarterly, a
written report of the amounts expended (and the purposes therefor) under the
Distribution Plan. Each Distribution Plan further provides that the selection
and nomination of Qualified Trustees shall be committed to the discretion of
the disinterested Trustees (as defined in the 1940 Act) then in office. Each
Distribution Plan may be terminated at any time by a vote of a majority of the
Qualified Trustees or, with respect to a particular Fund, by vote of a majority
of the outstanding voting Shares of the class of such Fund to which it applies
(as defined in the 1940 Act). Each Distribution Plan may not be amended to
increase materially the amount of permitted expenses thereunder without the
approval of shareholders and may not be materially amended in any case without
a vote of the majority of both the Trustees and the Qualified Trustees. Each of
the Funds will preserve copies of any plan, agreement or report made pursuant
to a Distribution Plan for a period of not less than six years from the date of
the Distribution Plan, and for the first two years such copies will be
preserved in an easily accessible place.

     For the fiscal year ended August 31, 1997, the Distributor was paid or
accrued the following Distribution Fees and voluntarily waived the amounts in
parenthesis following such fees with respect to the Shares of each Fund:

<TABLE>
<CAPTION>
                                               Paid/Accrued        Waived
                                               ------------        ------
<S>                                             <C>              <C>       
U.S. Government Money Market Fund
 Vista Shares                                   $2,054,400
 Premier Shares                                 $  905,148
100% Treasury Securities Money Market Fund
 Vista Shares                                   $1,905,353
Treasury Plus Money Market Fund
 Vista Shares                                   $1,503,214
Prime Money Market Fund
 B Shares                                       $   80,931
Federal Money Market Fund
 Vista Shares                                   $  337,875
Tax Free Money Market Fund
 Vista Shares                                   $  586,572
New York Tax Free Money Market Fund
 Vista Shares                                   $  895,216
California Tax Free Money Market Fund           $   44,776
Tax Free Income Fund
 A Shares                                       $  171,088
Tax Free Income Fund
 B Shares                                       $  108,092
New York Tax Free Income Fund
 A Shares                                       $  234,149
New York Tax Free Income Fund
 B Shares                                       $   99,915
California Intermediate Fund                    $   66,110       ($ 39,544)
</TABLE>


                                       52
<PAGE>

     With respect to the shares of the following Funds, the Distribution Fees
were allocated as follows:

<TABLE>
<CAPTION>
                                                  Printing,                         Advertising
                                                 Postage and         Sales        & Administrative
Fund                                               Handling      Compensation         Filings
- ---------------------------------------------    -----------     ------------     ----------------
<S>                                                <C>            <C>                 <C>     
U.S. Government Money Market Fund
 Vista Shares                                      $439,642       $1,259,347          $355,411
 Premier Shares                                     193,702          554,856           156,591
100% Treasury Money Market Fund
 Vista Shares                                       407,746        1,167,981           329,626
Treasury Plus Money Market Fund
 Vista Shares                                       321,688          921,470           260,056
Federal Money Market Fund
 Vista Shares                                        72,305          207,117            58,452
Tax Free Money Market Fund
 Vista Shares                                       121,674          348,535            98,363
New York Tax Free Money Market Fund
 Vista Shares                                       191,576          548,767           154,872
California Tax Free Money Market Fund
 Vista Shares                                         9,582           27,448             7,746
Tax Free Income Fund
 A Shares                                            36,613          104,877            29,598
New York Tax Free Income Fund
 A Shares                                            50,108          143,533            40,508
California Intermediate Tax Free Income Fund
 A Shares                                             5,685           16,285             4,596
</TABLE>

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

                 Distribution and Sub-Administration Agreement

     The Trust has entered into a Distribution and Sub-Administration Agreement
dated August 24, 1995 (prior to such date, the Distributor served the Trust
pursuant to a contract dated August 23, 1994 (April 15, 1994 with respect to
the Treasury Plus Money Market Fund and Federal Money Market Fund)) (the
"Distribution Agreement") with the Distributor, pursuant to which the
Distributor acts as the Funds' exclusive underwriter, provides certain
administration services and promotes and arranges for the sale of each class of
Shares. The Distributor is a wholly-owned subsidiary of BISYS Fund Services,
Inc. The Distribution Agreement provides that the Distributor will bear the
expenses of printing, distributing and filing prospectuses and statements of
additional information and reports used for sales purposes, and of preparing
and printing sales literature and advertisements not paid for by the
Distribution Plans. The Trust pays for all of the expenses for qualification of
the shares of each Fund for sale in connection with the public offering of such
shares, and all legal expenses in connection therewith. In addition, pursuant
to the Distribution Agreement, the Distributor provides certain
sub-administration services to the Trust, including providing officers,
clerical staff and
office space.

     The Distribution Agreement is currently in effect and will continue in
effect with respect to each Fund only if such continuance is specifically
approved at least annually by the Board of Trustees or by vote of a majority of
such Fund's outstanding voting securities and, in either case, by a majority of
the Trustees who are not parties to the Distribution Agreement or "interested
persons" (as defined in the 1940 Act) of any such party. The Distribution
Agreement is terminable without penalty by the Trust on behalf of each Fund


                                       53
<PAGE>

on 60 days' written notice when authorized either by a majority vote of such
Fund's shareholders or by vote of a majority of the Board of Trustees of the
Trust, including a majority of the Trustees who are not "interested persons"
(as defined in the 1940 Act) of the Trust, or by the Distributor on 60 days'
written notice, and will automatically terminate in the event of its
"assignment" (as defined in the 1940 Act). The Distribution Agreement also
provides that neither the Distributor nor its personnel shall be liable for any
act or omission in the course of, or connected with, rendering services under
the Distribution Agreement, except for willful misfeasance, bad faith, gross
negligence or reckless disregard of its obligations or duties.

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

     In consideration of the sub-administration services provided by the
Distributor pursuant to the Distribution Agreement, the Distributor receives an
annual fee, payable monthly, of 0.05% of the net assets of each Fund. The
Distributor may voluntarily agree to from time to time waive a portion of the
fees payable to it under the Distribution Agreement with respect to each Fund
on a month-to-month basis. For the fiscal years ended August 31, 1995, August
31, 1996 and August 31, 1997, the Distributor was paid or accrued the following
sub-administration fees under the Distribution Agreement, and voluntarily
waived the amounts in parentheses following such fees:

<TABLE>
<CAPTION>
                                    Fiscal Year-    Fiscal Year-    Fiscal Year-
                                        Ended           Ended          Ended
                                       8/31/95         8/31/96        8/31/97
                                    ------------    ------------    ------------
<S>                                   <C>             <C>             <C>     
Federal Money Market Fund
 Paid or Accrued                      $194,538        $295,156        $391,147
 Waived                                  9,048              --              --
Treasury Plus Money Market Fund
 Paid or Accrued                        11,331         332,778         991,858
 Waived                                 11,331          16,881              --
Prime Money Market Fund
 Paid or Accrued                       176,342         550,477         797,701
 Waived                                     --              --              --
California Intermediate
Tax Fee Income Fund
 Paid or Accrued                        17,001          15,459          13,222
 Waived                                     --              --              --
California Tax Free
Money Market Fund
 Paid or Accrued                        27,935          24,272          22,388
 Waived                                     --              --              --
</TABLE>

                                       54
<PAGE>

<TABLE>
<CAPTION>
                                  Fiscal Year-    Fiscal Year-     Fiscal Year-
                                     Ended            Ended            Ended
                                    8/31/95          8/31/96          8/31/97
                                  ------------    ------------     ------------
<S>                                 <C>            <C>              <C>       
U.S. Government
Money Market Fund
 Paid or Accrued                    $720,093       $1,479,655       $2,586,987
 Waived                                   --               --               --
100% Treasury Securities
Money Market Fund
 Paid or Accrued                          --          265,361        1,005,316
 Waived                                   --               --               --
Cash Management Fund
 Paid or Accrued                          --          402,255        1,582,924
 Waived                                   --               --               --
Tax Free Money Market Fund
 Paid or Accrued                     220,141          301,492          449,488
 Waived                                   --               --               --
New York Tax Free Money
Market Fund
 Paid or Accrued                     190,823          282,364          447,608
 Waived                                   --               --               --
Tax Free Income Fund
 Paid or Accrued                      51,182           47,785           41,424
 Waived                                   --               --               --
New York Tax Free Income Fund
 Paid or Accrued                      55,582           54,770           53,491
 Waived                                   --               --               --
</TABLE>

          Shareholder Servicing Agents, Transfer Agent and Custodian

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


                                       55
<PAGE>

     Each Shareholder Servicing Agent may voluntarily agree from time to time
to waive a portion of the fees payable to it under its Servicing Agreement with
respect to each Fund on a month-to-month basis. Fees payable to the Shareholder
Servicing Agents (all of which currently are related parties) and the amounts
voluntarily waived for the following periods were as follows:


<TABLE>
<CAPTION>
                                    9/1/94                   9/1/95                     9/1/96
                                    through                  through                    through
                                    8/31/95                  8/31/96                    8/31/97
                            ----------------------- ------------------------- ---------------------------
Fund                          payable      waived      payable       waived      payable        waived
- --------------------------- ----------- ----------- ------------- ----------- ------------- -------------
<S>                          <C>         <C>         <C>           <C>         <C>           <C>       
U.S. Government
Money Market Fund
 Vista Shares                $816,674    $     --    $3,193,687    $791,007    $7,190,397    $       --
 Premier Shares               684,952          --     2,336,485     194,645     2,262,869            --
100% Treasury
Securities Money
Market Fund
 Vista Shares                      --          --     4,161,761     803,962     6,668,735    $2,256,995
 Premier Shares                    --          --           126          --         7,214         7,214
Cash Management
Fund
 Vista Shares                 348,428    $106,710     4,086,512     143,866     6,991,098       613,426
 Premier Shares               421,596          46       368,896      30,771       997,708        46,586
Treasury Plus
Money Market Fund
 Vista Shares                   n/a         n/a       1,747,171     711,428     5,261,249     1,664,171
 Premier Shares                 2,971       2,971       172,057      21,998       308,459            --
Federal Money Market Fund
 Vista Shares                 354,682     140,653       880,856     584,851     1,182,562       396,234
 Premier Shares               109,180      15,790       455,489      41,636       803,743        61,730
Prime Money Market Fund
 B Shares                      10,080       5,488        25,702      25,702        26,977        17,624
 Premier Shares                82,617      72,534       910,639     214,388     1,148,882       339,705
Tax Free Money
Market Fund
 Vista Shares                 367,259          --     1,029,700     264,273     1,989,537       768,241
 Premier Shares               344,945     131,039       465,133     139,053       323,826            --
N.Y. Tax Free
Money Market Fund             954,117          --     1,976,547     415,903     3,133,258     1,253,304
California Tax Free
Money Market Fund             139,675     139,675       169,905     152,096       156,716       102,864
Tax Free Income Fund
 A Shares                     223,990     179,192       201,911     173,806       171,088       163,770
 B Shares                      31,921          --        37,015          --        36,031            --
N.Y. Tax Free Income Fund
 A Shares                     256,481     205,185       241,773     208,893       234,149       226,909
 B Shares                      21,430          --        32,078          --        33,305            --
California Intermediate
Tax Free Fund                  85,003      85,003        77,293      77,293        66,110        66,110
</TABLE>

     There is no Shareholder Servicing Agent, and thus no shareholder servicing
fees, for the Institutional Shares of the Money Market Funds.


                                       56
<PAGE>

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

    

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

     Pursuant to a Custodian Agreement, Chase acts as the custodian of the
assets of each Fund for which Chase receives such compensation as is from time
to time agreed upon by the Trust and Chase. As custodian, Chase provides
oversight and record keeping for the assets held in the portfolios of each
Fund. Chase also provides fund accounting services for the income, expenses and
shares outstanding for the Funds. Chase is located at 3 Metrotech Center,
Brooklyn, NY 11245. For additional information, see the Prospectuses.

                            INDEPENDENT ACCOUNTANTS

     The financial statements incorporated herein by reference from the Trust's
Annual Reports to Shareholders for the fiscal year ended August 31, 1997, and
the related financial highlights which appear in the Prospectuses, have been
incorporated herein and included in the Prospectuses in reliance on the reports
of Price Waterhouse LLP, 1177 Avenue of the Americas, New York, New York 10036,
independent accountants of the Funds, given on the authority of said firm as
experts in accounting and auditing. Price Waterhouse LLP provides the Funds
with audit services, tax return preparation and assistance and consultation
with respect to the preparation of filings with the Securities and Exchange
Commission.

                          CERTAIN REGULATORY MATTERS

     Banking laws, including the Glass-Steagall Act as currently interpreted,
prohibit bank holding companies and their affiliates from sponsoring,
organizing, controlling, or distributing shares of, mutual funds, and generally
prohibit banks from issuing, underwriting, selling or distributing securities.
These laws do not pro-


                                       57
<PAGE>

hibit banks or their affiliates from acting as investment adviser,
administrator or custodian to mutual funds or from purchasing mutual fund
shares as agent for a customer. Chase and the Trust believe that Chase
(including its affiliates) may perform the services to be performed by it as
described in the Prospectus and this Statement of Additional Information
without violating such laws. If future changes in these laws or interpretations
required Chase to alter or discontinue any of these services, it is expected
that the Board of Trustees would recommend alternative arrangements and that
investors would not suffer adverse financial consequences. State securities
laws may differ from the interpretations of banking law described above and
banks may be required to register as dealers pursuant to state law.

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


                                       58
<PAGE>

                              GENERAL INFORMATION
   
                                   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 all allocated to 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.
    
             Description of Shares, Voting Rights and Liabilities

     Mutual Fund Trust is an open-end, management investment company organized
as Massachusetts business trust under the laws of the Commonwealth of
Massachusetts on February 4, 1994. Because certain of the Funds comprising the
Trust are "non-diversified", more than 5% of any of the assets of any such Fund
may be invested in the obligations of any single issuer, which may make the
value of the shares in such a Fund more susceptible to certain risks than
shares of a diversified mutual fund. The fiscal year-end of the Funds in the
Trust is August 31.

   
     The Trust currently consists of 12 series of shares of beneficial
interest, par value $.001 per share. With respect to the Money Market Funds and
certain of the Income Funds, the Trust may offer more than one class of shares.
The Trust has reserved the right to create and issue additional series or
classes. Each share of a series or class represents an equal proportionate
interest in that series or class with each other share of that series or class.
The shares of each series or class participate equally in the earnings,
dividends and assets of the particular series or class. Expenses of the Trust
which are not attributable to a specific series or class are allocated amount
all the series in a manner believed by management of the Trust to be fair and
equitable. Shares have no pre-emptive 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 series or class
generally vote together, except when required under federal securities laws to
vote separately on matters that may affect a particular class, such as the
approval of distribution plans for a particular class. With respect to shares
purchased through a Shareholder Servicing Agent and, in the event written proxy
instructions are not received by a Fund or its designated agent prior to a
shareholder meeting at which a proxy is to be voted and the shareholder does
not attend the meeting in person, the Shareholder Servicing Agent for such
shareholder will be authorized pursuant to an applicable agreement with the
shareholder to vote the shareholder's outstanding shares in the same proportion
as the votes cast by other Fund shareholders represented at the meeting in
person or by proxy.

     The categories of investors that are eligible to purchase shares and
minimum investment requirements may differ for each class of the Funds' 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 will affect the relative performance of
the different classes. Investors may call 1-800-622-4273 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.
    


                                       59
<PAGE>

     Shareholders of the Vista Shares, Premier Shares and Institutional Shares
of the Money Market Funds bear the fees and expenses described herein and in
the Prospectuses. The fees paid by the Vista Shares to the Distributor and
Shareholder Servicing Agent under the distribution plans and shareholder
servicing arrangements for distribution expenses and shareholder services
provided to investors by the Distributor and Shareholder Servicing Agents,
absent waivers, generally are more than the respective fees paid under
distribution plans and shareholder servicing arrangements adopted for the
Premier Shares. The Institutional Shares pay no distribution or Shareholder
Servicing fee. As a result, absent waivers, at any given time, the net yield on
the Vista Shares will be lower than the yield on the Premier Shares and the
yield on the Premier Shares will be lower than the yield on Institutional
Shares. Standardized yield quotations will be computed separately for each
class of shares of a Fund.

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

     The Vista Prime Money Market Fund offers both Class B and Class C shares.
The classes of shares have different attributes relating to sales charges and
expenses as described in the Prospectus. The relative impact of contingent
deferred sales charges will depend upon the length of time a share is held.

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

   
     The business and affairs of the Trust are managed under the general
direction and supervision of the Trust's Board of Trustees. The Trust is not
required to hold annual meetings of shareholders but will hold special meetings
of shareholders of a series or class when, in the judgment of the Trustees, it
is necessary or desirable to submit matters for a shareholder vote.
Shareholders have, under certain circumstances, the right to communicate with
other shareholders in connection with requesting a meeting of shareholders for
the purpose of removing one or more Trustees. Shareholders also have, in
certain circumstances, the right to remove one or more Trustees without a
meeting. No material amendment may be made to the Trust's Declaration of Trust
without the affirmative vote of the holders of a majority of the outstanding
shares of each portfolio affected by the amendment. The Trust's Declaration of
Trust provides that, at any meeting of shareholders of the Trust or of any
series or class, a Shareholder Servicing Agent may vote any shares as to which
such Shareholder Servicing Agent is the agent of record and which are not
represented in person or by proxy at the meeting, proportionately in accordance
with the votes cast by holders of all shares of that portfolio otherwise
represented at the meeting in person or by proxy as to which such Shareholder
Servicing Agent is the agent of record. Any shares so voted by a Shareholder
Servicing Agent will be deemed represented at the meeting for purposes of
quorum requirements. Shares have no preemptive or conversion rights. Shares,
when issued, are fully paid and non-assessable, except as set forth below. Any
series or class may be terminated (i) upon the merger or consolidation with, or
the sale or disposition of all or substantially all of its assets to, another
entity, if approved by the vote of the holders of two-thirds of its outstanding
shares, except that if the Board of Trustees recommends such merger,
consolidation or sale or disposition of assets, the approval by vote of the
holders of a majority of the series' or class' outstanding shares will be
sufficient, or (ii) by the vote of the holders of a majority of its outstanding
shares, or (iii) by the Board of Trustees by written notice to the series' or
class' shareholders. Unless each series and class is so terminated, the Trust
will continue indefinitely.
    

     Certificates are issued only upon the written request of a shareholder,
subject to the policies of the investor's Shareholder Servicing Agent, but the
Trust will not issue a stock certificate with respect to shares


                                       60
<PAGE>

that may be redeemed through expedited or automated procedures established by a
Shareholder Servicing Agent. No certificates are issued for shares of the Money
Market Funds or Class B shares of the Income Funds.

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

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

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

                               Principal Holders

     As of November 28, 1997, the following persons owned of record, directly
or indirectly, 5% or more of the outstanding shares of the following classes of
the following Funds:

<TABLE>
<CAPTION>
CA Tax Free Money Market
<S>                                          <C>   
Union Bank of Switzerland NY .........       27.21%
Attn: Andrew Fox VP
1345 Avenue of the Americas
New York, NY 10105-0302

Cudd and Company .....................       26.17%
Omnibus Account #1
PTIS Div. Attn: Andrew C. Olson
1211 Avenue of the Americas
35th floor
New York, NY 10036-8701

Client Services ......................       19.59%
Attn: Sevan Marinos
1211 Avenue of the Americas
33rd floor
New York, NY 10036-8701
</TABLE>

                                       61
<PAGE>


<TABLE>
<CAPTION>
<S>                                                     <C>  
Saul A. Fox .....................................       8.51%
950 Tower Lane
Suite 1950
Foster City, CA  94404-2131

National Financial Services Corporation .........       8.05%
for the Excel Ben of our Cust
Church Street Station
PO Box 3752
New York, NY 10008-3752

Cash Management Money Market--Institutional

The Chase Manhattan Bank ........................      72.71%
Global Services Omnibus
Attn: Alex Kwong
3 Chase Metro Center
7th Floor
Brooklyn, NY 11245-0001
</TABLE>

                                       62
<PAGE>


<TABLE>
<CAPTION>
Cash Management Money Market--Premier Shares
<S>                                                 <C>
The Chase Manhattan Bank ........................       24.85%
Global Services Omnibus
Attn: Alex Kwong
3 Chase Metro Center
7th Floor
Brooklyn, NY 11245-0001

National Financial Services Corporation .........       23.60%
for the Excel Ben of our Cust
Church Street Station
PO Box 3752
New York, NY 10008-3752

Cudd and Company ................................       11.47%
Omnibus Account #1
PTIS Div.
1211 Avenue of the Americas
35th floor
New York, NY 10036-8701
Cash Management Money Market--Vista Shares

Client Services .................................       11.94%
Attn: Sevan Marinos
1211 Avenue of the Americas
33rd floor
New York, NY 10036-8701

National Financial Services Corporation .........        6.43%
for the Excel Ben of our Cust
Church Street Station
PO Box 3752
New York, NY 10008-3752
Federal Money Market Institutional

Cudd and Company ................................       51.16%
Omnibus Account #1
PTIS Div.
1211 Avenue of the Americas
35th floor
New York, NY 10036-8701

The Chase Manhattan Bank ........................       19.56%
Attn: Deborah Derenzo
4 New York Plaza
9th Floor
New York, NY 10004-2413
</TABLE>

                                       63
<PAGE>


<TABLE>
<CAPTION>
<S>                                                     <C>   
Health Management Systems Inc. ..................       10.60%
Attn: Barbara Mounadi
401 Park Avenue
4th Floor
New York, NY 10016-8808

Federal Money Market--Premier Shares

National Financial Services Corporation .........       72.71%
for the Excel Ben of our Cust
Church Street Station
PO Box 3752
New York, NY 10008-3752

Cudd and Company ................................        6.27%
Omnibus Account #1
PTIS Div.
1211 Avenue of the Americas
35th floor
New York, NY 10036-8701

Federal Money Market--Vista Shares

Client Services .................................       27.14%
Attn: Sevan Marinos
1211 Avenue of the Americas
33rd floor
New York, NY 10036-8701

National Financial Services Corporation .........        5.29%
for the Excel Ben of our Cust
Attn: Mike McLaughlin
Church Street Station
PO Box 3908
New York, NY 10008-3752
New York Tax Free Income A

Cudd and Company ................................       16.61%
Custody Division
1211 Avenue of the Americas
35th floor
New York, NY 10036

New York Tax Free Money Market

Client Services .................................       20.08%
Attn: Sevan Marinos
1211 Avenue of the Americas
33rd floor
New York, NY 10036-8701
</TABLE>

                                       64
<PAGE>

<TABLE>
<CAPTION>
<S>                                                     <C>   
Cudd and Company ................................       19.83%
C/O Chase Manhattan Bank
PTIS Div.
1211 Avenue of the Americas
35th floor
New York, NY 10036

National Financial Services Corporation .........       17.17%
for the Excel Ben of our Cust
Church Street Station
PO Box 3752
New York, NY 10008-3752

Prime Money Market B Shares

John P. Teets & .................................        6.80%
Robert E. Rymer JT Ten
Holly Hill Farm
320 Country Road 730
Riceville, TN 37370-5726

Prime Money Market--Institutional Shares

The Chase Manhattan Bank ........................       21.66%
Attn: Deborah Derenzo
4 New York Plaza
9th Floor
New York, NY 10004-2413

The Chase Manhattan Bank ........................       10.33%
Global Services Omnibus
Attn: Alex Kwong
3 Chase Metro Center
7th Floor
Brooklyn, NY 11245-0001

Capita Equipment Receivables Trust ..............        8.49%
1996-1 Cash Collateral Account
Chase Manhattan Global Trust
450 West 33rd Street
15th Floor
New York, NY 10001-2603

Merrill Lynch Life Insurance Co .................        7.95%
Attn: Treasury
Merrill Lynch Insurance Group Services
48D4 Deer Lake Drive East
4th Floor
Jacksonville, FL 32246-6484
</TABLE>

                                       65
<PAGE>


<TABLE>
<CAPTION>
Prime Money Market Premier Shares
<S>                                                   <C>   
Chase Manhattan Bank NA .......................       57.42%
Attn: Deborah Derenzo
4 New York Plaza
9th Floor
New York, NY 10004-2413

Chase Sallie Mae Education Loan Trust .........       10.56%
Attn: Richard Lorenzen
450 West 33rd Street
15th Floor
New York, NY 10001-2603

ABFS 1997-2 ...................................        8.89%
Chase Manhattan Bank Global Trust
Attn: Conor Waters
450 West 33rd Street
15th Floor
New York, NY 10001-2603

Tax Free Money Market Institutional Shares

Cudd and Company ..............................       30.00%
Omnibus Account #1
PTIS Div.
1211 Avenue of the Americas
35th floor
New York, NY 10036-8701

The Chase Manhattan Bank ......................       15.29%
Global Services Omnibus
Attn: Alex Kwong
3 Chase Metro Center
7th Floor
Brooklyn, NY 11245-0001

Union Bank of Switzerland .....................        8.13%
Branch as Custodian
Attn: Andrew Fox
1345 Avenue of the Americas
New York, NY 10105-0302

CST FBO Benjamin L. & .........................        6.55%
Mary F. Doskocil
5306 Mansfield Road
Arlington, TX 76017-2754

Reese Design LTD ..............................        5.63%
Attn: Michael Krainz
8226 Bee Caves Road
Austin, TX 78746-4909
</TABLE>

                                       66
<PAGE>


<TABLE>
<CAPTION>
Tax Free Money Market--Premier Shares
<S>                                                     <C>   
Cudd and Company ................................       36.07%
Omnibus Account #1
PTIS Div.
1211 Avenue of the Americas
35th floor
New York, NY 10036-8701

National Financial Services Corporation .........       18.41%
for the Excel Ben of our Cust
Church Street Station
PO Box 3752
New York, NY 10008-3752

Joel E. Smilow ..................................        5.39%
Joan L. Smilow JTWROS
100 Beachside Avenue
Greens farm, CT 06436

Tax Free Money Market--Vista Shares

Client Services .................................       26.92%
Attn: Sevan Marinos
1211 Avenue of the Americas
33rd floor
New York, NY 10036-8701

Cudd and Company ................................       20.96%
Omnibus Account #1
PTIS Div.
1211 Avenue of the Americas
35th floor
New York, NY 10036-8701

Obie & Co .......................................       10.90%
C/O Texas Commerce Bank
Attn: Stif Unit 17 HCB 98
PO Box 2558
Houston, TX 77552-2558
</TABLE>

                                       67
<PAGE>


<TABLE>
<CAPTION>
Treasury Plus Money Market--Vista Shares
<S>                                                             <C>   
Prime Receivables Series 1992-1 .........................       22.19%
Principle Account
Chemical Account
Attn: Dennis Kildea
450 West 33rd Street
15th Floor
New York, NY 10001-2603

Obie & Co ...............................................       18.00%
C/O Texas Commerce Bank
Attn: Stif Unit 17 HCB 98
PO Box 2558
Houston, TX 77552-2558

Client Services .........................................        6.22%
Attn: Sevan Marinos
1211 Avenue of the Americas
33rd floor
New York, NY 10036-8701

Treasury Plus Money Market--Premier Shares

The Chase Manhattan Bank ................................       68.24%
Attn: Deborah Derenzo
4 New York Plaza
9th Floor
New York, NY 10004-2413

CCTC Holdings Inc. / Media One of Delaware Inc. .........        8.20%
Attn: Steven Marrero
450 West 33rd Street
15th Floor
New York, NY 10001-2603
</TABLE>

                                       68
<PAGE>


<TABLE>
<CAPTION>
Treasury Plus Money Market--Institutional Shares
<S>                                                  <C>
The Chase Manhattan Bank .........................       23.57%
Attn: Deborah Derenzo
4 New York Plaza
9th Floor
New York, NY 10004-2413

The Chase Manhattan Bank .........................       13.90%
Global Services Omnibus AC
Attn: Alex Kwong
3 Chase Metro Center
7th Floor
Brooklyn, NY 11245-0001

The Chase Manhattan Bank .........................       12.76%
Global Services Omnibus
Attn: Alex Kwong
3 Chase Metro Center
7th Floor
Brooklyn, NY 11245-0001

Kinetic Concepts Inc .............................       12.03%
Attn: Cash Manager
PO Box 659508
San Antonio, TX 78265-9508

AT & T Capital Corporation .......................        7.42%
Attn: Kathleen Beck ATT Capital Corp
44 Whippany Road
2nd Floor
Morristown, NJ 07960-4558

Obie & Co ........................................        5.15%
C/O Texas Commerce Bank
Attn: Stif Unit 17 HCB 98
PO Box 2558
Houston, TX 77552-2558
</TABLE>

                                       69
<PAGE>


<TABLE>
<CAPTION>
US Government Money Market--Vista Shares
<S>                                                     <C>   
Obie & Co .......................................       18.77%
C/O Texas Commerce Bank
Attn: Stif Unit 17 HCB 98
PO Box 2558
Houston, TX 77552-2558

Cudd and Company ................................       11.88%
Omnibus Account #1
PTIS Div.
1211 Avenue of the Americas
35th floor
New York, NY 10036-8701

Client Services .................................       10.37%
Attn: Sevan Marinos
1211 Avenue of the Americas
33rd floor
New York, NY 10036-8701

Obie & Co .......................................        5.76%
C/O Texas Commerce Bank
Attn: Stif Unit 17 HCB 98
PO Box 2558
Houston, TX 77552-2558

US Government Money Market--Premier Shares

The Chase Manhattan Bank ........................       30.26%
Attn: Deborah Derenzo
4 New York Plaza
9th Floor
New York, NY 10004-2413

The Chase Manhattan Bank ........................       16.80%
Global Services Omnibus
Attn: Alex Kwong
3 Chase Metro Center
7th Floor
Brooklyn, NY 11245-0001

Penlin & Co .....................................       14.59%
The Chase Manhattan Bank
Attn: P. Whalen
PO Box 1412
Rochester, NY 14603-1412

National Financial Services Corporation .........        8.90%
for the Excel Ben of our Cust
Church Street Station
PO Box 3752
New York, NY 10008-3752
</TABLE>

                                       70
<PAGE>


<TABLE>
<CAPTION>
US Government Money Market--Institutional Shares
<S>                                                      <C>   
The Chase Manhattan Bank .........................       21.35%
Attn: Deborah Derenzo
4 New York Plaza
9th Floor
New York, NY 10004-2413

The Chase Manhattan Bank .........................       13.33%
Global Sec Services Omnibus AC
Attn: Alex Kwong
3 Chase MetroTech Center
7th Floor
Brooklyn, NY 11245-0001

Delaware Economic Development Authority ..........       11.39%
State Street Bank of Conn as debtor
Chase Manhattan Bank Global Trust
Attn: R.J. Halleran
450 West 33rd Street
15th Floor
New York, NY 10001-2603

The Chase Manhattan Bank .........................        9.17%
Global Sec Services Omnibus
Attn: Alex Kwong
3 Chase MetroTech Center
7th Floor
Brooklyn, NY 11245-0001

Obie & Co ........................................        6.77%
C/O Texas Commerce Bank
Attn: Stif Unit 17 HCB 98
PO Box 2558
Houston, TX 77552- 2558

Cudd and Company .................................        5.51%
Omnibus Account #1
PTIS Div.
1211 Avenue of the Americas
35th floor
New York, NY 10036-8701

100% US Securities Money Market Fund--Vista

Client Services ..................................       13.37%
Attn: Sevan Marinos
1211 Avenue of the Americas
33rd floor
New York, NY 10036-8701
</TABLE>

                                       71
<PAGE>


<TABLE>
<CAPTION>
100% US Securities Money Market Fund--Premier
<S>                                                       <C>   
The Chase Manhattan Bank ..........................       60.29%
Global Sec Services Omnibus
Attn: Alex Kwong
3 Chase MetroTech Center
7th Floor
Brooklyn, NY 11245-0001

The Breast Cancer Research Foundation .............       19.77%
Attn: J. Krupskas
767 5th Ave
40th Floor
New York, NY 10153-0001

Alexander Katz ....................................       11.11%
499 N. Broadway
White Plains, NY 10603-3242

100% US Securities Money Market Fund--Institutional

Cudd and Company ..................................       28.02%
Omnibus Account #1
PTIS Div.
1211 Avenue of the Americas
35th floor
New York, NY 10036-8701

The Chase Manhattan Bank ..........................       18.48%
Global Sec Services Omnibus
Attn: Alex Kwong
3 Chase MetroTech Center
7th Floor
Brooklyn, NY 11245-0001

Obie & Co .........................................       13.37%
C/O Texas Commerce Bank
Attn: Stif Unit 17 HCB 98
PO Box 2558
Houston, TX 77552-2558

Client Services ...................................        9.58%
Attn: Sevan Marinos
1211 Avenue of the Americas
33rd floor
New York, NY 10036-8701

Spanish Broadcasting Inc. .........................        8.25%
Attn: Jose Garcia
26 West 56th Street
New York, NY 10019-8099
</TABLE>

                                       72
<PAGE>


<TABLE>
<CAPTION>
<S>                                                        <C>  
Louisiana Pacific ..................................       5.94%
Attn: Aura Caldas                              
450 W 33rd Street                              
15th Floor                                     
New York, NY 10001-2603                        
                                               
AT&T Capital Corp ..................................       5.71%
AT&T Capital Markets   
295 N Maple Avenue
Room 713421
Basking Ridge, NJ 07920-1025

</TABLE>

                             Financial Statements

     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, are incorporated
herein by reference.

              Specimen Computations of Offering Prices Per Share

<TABLE>
<CAPTION>
<S>                                                                      <C>
New York Tax Free Income Fund (specimen computations)
Net Asset Value and Redemption Price per Share of Beneficial 
 Interest at August 31, 1997 ..........................................  $ 11.80
Maximum Offering Price per Share ($11.80 divided by .955) 
 (reduced on purchases of $100,000 or more)............................  $ 12.36
New York Tax Free Income Fund B Shares (specimen computations)
Net Asset Value and Redemption Price per Share of Beneficial 
 Interest at August 31, 1997 ..........................................  $ 11.76
Tax Free Income Fund (specimen computations)
Net Asset Value and Redemption Price per Share of Beneficial
 Interest at August 31, 1997 ..........................................  $ 12.32
Maximum Offering Price per Share ($12.32 divided by .955)
 (reduced on purchases of $100,000 or more) ...........................  $ 12.90
Tax Free Income Fund B Shares (specimen computations)
Net Asset Value and Redemption Price per Share of Beneficial 
 Interest at August 31, 1997 ..........................................  $ 12.25
California Intermediate Tax Free Income Fund (specimen computations)
Net Asset Value and Redemption Price per Share of Beneficial Interest
 at August 31, 1997 ...................................................  $ 10.07
Maximum Offering Price per Share ($10.07 divided by .955)
 (reduced on purchases of $100,000 or more) ...........................  $ 10.54
</TABLE>

     The Shares of the Money Market Funds are offered for sale at Net Asset
Value.

                                       73
<PAGE>

                                  APPENDIX A


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

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

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

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

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

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

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

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

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


                                      A-1
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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


                                      A-2
<PAGE>

                                  APPENDIX B

                           DESCRIPTION OF RATINGS*

     The ratings of Moody's and Standard & Poor's represent their opinions as
to the quality of various Municipal Obligations. It should be emphasized,
however, that ratings are not absolute standards of quality. Consequently,
Municipal Obligations with the same maturity, coupon and rating may have
different yields while Municipal Obligations of the same maturity and coupon
with different ratings may have the same yield.

          Description of Moody's four highest municipal bond ratings

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

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

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

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

   Description of Moody's three highest ratings of state and municipal notes

     Moody's ratings for state and municipal short-term obligations will be
designated Moody's Investment Grade ("MIG"). Such ratings recognize the
differences between short-term credit risk and long-term risk. Factors
affecting the liquidity of the borrower and short-term cyclical elements are
critical in short-term ratings, while other factors of major importance in bond
risk, long-term secular trends for example, may be less important over the
short run. A short-term rating may also be assigned on an issue having a demand
feature-variable rate demand obligation or commercial paper programs; such
ratings will be designated as "VMIG." Short-term ratings on issues with demand
features are differentiated by the use of the VMIG symbol to reflect such
characteristics as payment upon periodic demand rather than fixed maturity
dates and payment relying on external liquidity. Symbols used are as follows:

     MIG-1/VMIG-1--Notes bearing this designation are of the best quality,
enjoying strong protection from established cash flows of funds for their
servicing or from established and broad-based access to the market for
refinancing, or both.

     MIG-2/VMIG-2--Notes bearing this designation are of high quality, with
margins of protection ample although not so large as in the preceding group.

- ----------
* As described by the rating agencies. Ratings are generally given to
  securities at the time of issuance. While the rating agencies may from time
  to time revise such ratings, they undertake no obligation to do so.


                                      B-1
<PAGE>

  MIG-3/VMIG-3--Notes bearing this designation are of favorable quality, where
  all security elements are accounted for but there is lacking the undeniable
  strength of the preceding grade, liquidity and cash flow protection may be
  narrow and market access for refinancing is likely to be less well
  established.

     Description of Standard & Poor's four highest municipal bond ratings

     AAA--Bonds rated AAA have the highest rating assigned by Standard &
Poor's. Capacity to pay interest and repay principal is extremely strong.

     AA--Bonds rated AA have a very strong capacity to pay interest and repay
principal and differ from the highest rated issues only in small degree.

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

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

     Plus (+) or Minus ( ): The ratings from "AA" to "CCC" may be modified by
the addition of a plus or minus sign to show relative standing within the major
rating categories.

                        Description of Standard & Poor's
             ratings of municipal notes and tax-exempt demand bonds

     A Standard & Poor's note rating reflects the liquidity concerns and market
access risks unique to notes. Notes due in 3 years or less will likely receive
a note rating. Notes maturing beyond 3 years will most likely receive a
long-term debt rating. The following criteria will be used in making that
assessment.

     --Amortization schedule (the larger the final maturity relative to other
maturities the more likely it will be treated as a note).

     --Source of Payment (the more dependent the issue is on the market for its
refinancing, the more likely it will be treated as a note).

     Note rating symbols are as follows:

     SP-1--Very strong or strong capacity to pay principal and interest. Those
issues determined to possess overwhelming safety characteristics will be given
a plus (+) designation.

     SP-2--Satisfactory capacity to pay principal and interest.

     SP-3--Speculative capacity to pay principal and interest.

     Standard & Poor's assigns "dual" ratings to all long-term debt issues that
have as part of their provisions a demand or double feature.

     The first rating addresses the likelihood of repayment of principal and
interest as due, and the second rating addresses only the demand feature. The
long-term debt rating symbols are used for bonds to denote the long-term
maturity and the commercial paper rating symbols are used to denote the put
option (for


                                      B-2
<PAGE>

example, "AAA/B-1+"). For the newer "demand notes," S&P's note rating symbols,
combined with the commercial paper symbols, are used (for example,
"SP-1+/A-1+").

     Description of Standard & Poor's two highest commercial paper ratings

     A Issues assigned this highest rating are regarded as having the greatest
capacity for timely payment. Issues in this category are delineated with the
numbers 1, 2 and 3 to indicate the relative degree of safety.

     B-1--This designation indicates that the degree of safety regarding timely
payment is either overwhelming or very strong. Those issues determined to
possess overwhelming safety characteristics will be denoted with a plus (+)
sign designation.

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

          Description of Moody's two highest commercial paper ratings

     Moody's Commercial Paper ratings are opinions of the ability of issuers to
repay punctually promissory obligations not having an original maturity in
excess of nine months. Moody's employs three designations, all judged to be
investment grade, to indicate the relative repayment capacity of rated issuers:
Prime-1, Prime-2 and Prime-3.

     Issuers rated Prime-1 (or related supporting institutions) have a superior
capacity for repayment of short-term promissory obligations. Prime-1 repayment
capacity will normally be evidenced by the following characteristics: (1)
leading market positions in well-established industries; (2) high rates of
return on funds employed; (3) conservative capitalization structures with
moderate reliance on debt and ample asset protection; (4) broad margins in
earnings coverage of fixed financial charges and high internal cash generation;
and (5) well-established access to a range of financial markets and assured
sources of alternate liquidity.

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

  Description of Fitch's ratings of municipal notes and tax-exempt demand bonds

                             Municipal Bond Ratings

     The ratings represent Fitch's assessment of the issuer's ability to meet
the obligations of a specific debt issue or class of debt. The ratings take
into consideration special features of the issuer, its relationship to other
obligations of the issuer, the current financial condition and operative
performance of the issuer and of any guarantor, as well as the political and
economic environment that might affect the issuer's financial strength and
credit quality.

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

     AA--Bonds rated AA are considered to be investment grade and of very high
credit quality. The obligor's ability to pay interest and repay principal is
very strong, although not quite as strong as bonds rated


                                      B-3
<PAGE>

AAA. Because bonds rated in the AAA and AA categories are not significantly
vulnerable to foreseeable future developments, short-term debt of these issuers
is generally rated F-1.

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

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

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

                              Short-Term Ratings

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

     Although the credit analysis is similar to Fitch's bond rating analysis,
the short-term rating places greater emphasis than bond ratings on the
existence of liquidity necessary to meet the issuer's obligations in a timely
manner.

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

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

     F-2--Good Credit Quality. Issues carrying this rating have satisfactory
degree of assurance for timely payments, but the margin of safety is not as
great as the F-1+ and F-1 categories.

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


                                      B-4
<PAGE>

                                  APPENDIX C

                 SPECIAL INVESTMENT CONSIDERATIONS RELATING TO
                        NEW YORK MUNICIPAL OBLIGATIONS

     Some of the significant financial considerations relating to the
investments of the New York Intermediate Tax Free Income Fund in New York
municipal securities are summarized below. The following information
constitutes only a brief summary, does not purport to be a complete description
and is largely based on information drawn from official statements relating to
securities offerings of New York municipal obligations available as of the date
of this Statement of Additional Information. The accuracy and completeness of
the information contained in such offering statements has not been
independently verified.

                                New York State

     New York State Financing Activities. There are a number of methods by
which New York State (the "State") may incur debt. Under the State
Constitution, the State may not, with limited exceptions for emergencies,
undertake long-term general obligation borrowing (i.e., borrowing for more than
one year) unless the borrowing is authorized in a specific amount for a single
work or purpose by the New York State Legislature (the "Legislature") and
approved by the voters. There is no limitation on the amount of long-term
general obligation debt that may be so authorized and subsequently incurred by
the State. With the exception of general obligation housing bonds (which must
be paid in equal annual installments or installments that result in
substantially level or declining debt service payments, within 50 years after
issuance, commencing no more than three years after issuance), general
obligation bonds must be paid in equal annual installments or installments that
result in substantially level or declining debt service payments, within 40
years after issuance, beginning not more than one year after issuance of such
bonds.

     The State may undertake short-term borrowings without voter approval (i)
in anticipation of the receipt of taxes and revenues, by issuing tax and
revenue anticipation notes ("TRANs"), and (ii) in anticipation of the receipt
of proceeds from the sale of duly authorized but unissued bonds, by issuing
bond anticipation notes ("BANs"). TRANs must mature within one year from their
dates of issuance and may not be refunded or refinanced beyond such period.
BANS may only be issued for the purposes and within the amounts for which bonds
may be issued pursuant to voter authorizations. Such BANs must be paid from the
proceeds of the sale of bonds in anticipation of which they were issued or from
other sources within two years of the date of issuance or, in the case of BANs
for housing purposes, within five years of the date of issuance.

     The State may also, pursuant to specific constitutional authorization,
directly guarantee certain public authority obligations. The State Constitution
provides for the State guarantee of the repayment of certain borrowings for
designated projects of the New York State Thruway Authority, the Job
Development Authority and the Port Authority of New York and New Jersey. The
State has never been called upon to make any direct payments pursuant to such
guarantees. The State-guaranteed bonds of the Port Authority of New York and
New Jersey were fully retired on December 31, 1996. State-guaranteed bonds
issued by the Thruway Authority were fully retired on July 1, 1995.

     In February 1997, the Job Development Authority ("JDA") issued
approximately $85 million of State- guaranteed bonds to refinance certain of
its outstanding bonds and notes in order to restructure and improve JDA's
capital structure. Due to concerns regarding the economic viability of its
programs, JDA's loan and loan guarantee activities had been suspended since the
Governor took office in 1995. As a result of the structural imbalances in JDA's
capital structure, and defaults in its loan portfolio and loan guarantee
program incurred between 1991 and 1996, JDA would have experienced a debt
service cash flow shortfall had it not completed its recent refinancing. JDA
anticipates that it will transact additional refinancings in 1999, 2000 and
2003 to complete its long-term plan of finance and further alleviate cash flow
imbalances which are likely to occur in future years. The State does not
anticipate that it will be called upon to make any payments pursuant


                                      C-1
<PAGE>

to the State guarantee in the 1997-98 fiscal year. JDA recently resumed its
lending activities under a revised set of lending programs and underwriting
guidelines.

     Payments of debt service on State general obligation and State-guaranteed
bonds and notes are legally enforceable obligations of the State.

     The State employs additional long-term financing mechanisms,
lease-purchase and contractual- obligation financing, which involve obligations
of public authorities or municipalities that are State-supported but not
general obligations of the State. Under these financing arrangements, certain
public authorities and municipalities have issued obligations to finance the
construction and rehabilitation of facilities or the acquisition and
rehabilitation of equipment and expect to meet their debt service requirements
through the receipt of rental or other contractual payments made by the State.
Although these financing arrangements involve a contractual agreement by the
State to make payments to a public authority, municipality or other entity, the
State's obligation to make such payments is generally expressly made subject to
appropriation by the Legislature and the actual availability of money to the
State for making the payments. The State has also entered into a
contractual-obligation financing arrangement with the New York Local Government
Assistance Corporation ("LGAC") to restructure the way the State makes certain
local aid payments.

     The State also participates in the issuance of certificates of
participation ("COPs") in a pool of leases entered into by the State's Office
of General Services on behalf of several State departments and agencies
interested in acquiring operational equipment, or in certain cases, real
property. Legislation enacted in 1986 established restrictions upon and
centralized State control, through the Comptroller and the Director of the
Budget, over the issuance of COPs representing the State's contractual
obligation, subject to annual appropriation by the Legislature and availability
of money, to make installment or lease-purchase payments for the State's
acquisition of such equipment or real property.

     The State has never defaulted on any of its general obligation
indebtedness or its obligations under lease-purchase or contractual-obligation
financing arrangements and has never been called upon to make any direct
payments pursuant to its guarantees although there can be no assurance that
such a default or call will not occur in the future.

     The State also employs moral obligation financing. Moral obligation
financing generally involves the issuance of debt by a public authority to
finance a revenue-producing project or other activity. The debt is secured by
project revenues and statutory provisions requiring the State, subject to
appropriation by the Legislature, to make up any deficiencies which may occur
in the issuer's debt service reserve fund. There has never been a default on
any moral obligation debt of any public authority although there can be no
assurance that such a default will not occur in the future.

     The State anticipates that its capital programs will be financed, in part,
through borrowings by the State and public authorities in the 1997-98 fiscal
year. The State expects to issue $605 million in general obligation bonds
(including $140 million for purposes of redeeming outstanding BANs) and $140
million in general obligation commercial paper. The Legislature has also
authorized the issuance of up to $311 million in COPs during the State's
1997-98 fiscal year for equipment purchases. The projection of the State
regarding its borrowings for the 1997-98 fiscal year may change if
circumstances require.

     Borrowings by other public authorities pursuant to lease-purchase and
contractual-obligation financings for capital programs of the State are
projected to total $1.9 billion, including costs of issuances, reserve funds,
and other costs, net of anticipated refundings and other adjustments for
1997-98 capital projects. Included therein are borrowings by (i) DASNY for the
State University of New York ("SUNY"), The City University of New York
("CUNY"), health facilities, and mental health facilities; (ii) the Thruway
Authority for the Dedicated Highway and Bridge Trust Fund and Consolidated
Highway Improvement Program; (iii) UDC


                                      C-2
<PAGE>

(doing business as the Empire State Development Corporation) for prison and
youth facilities; (iv) the Housing Finance Agency ("HFA") for housing programs;
and (v) borrowings by the Environmental Facilities Corporation ("EFC") and
other authorities. In addition, in the 1997 legislative session, the
Legislature also approved two new authorizations for lease-purchase and
contractual obligation financings. An aggregate $425 million was authorized for
four public authorities (Thruway Authority, DASNY, UDC and HFA) for the
Community Enhancement Facility Program for economic development purposes,
including sports facilities, cultural institutions, transportation,
infrastructure and other community facility projects. DASNY was also authorized
to issue up to $40 million to finance the expansion and improvement of
facilities at the Albany County airport.

     In addition to the arrangements described above, State law provides for
the creation of State municipal assistance corporations, which are public
authorities established to aid financially troubled localities. The Municipal
Assistance Corporation for The City of New York ("MAC") was created to provide
financing assistance to New York City (the "City"). To enable MAC to pay debt
service on its obligations, MAC receives, subject to annual appropriation by
the Legislature, receipts from the 4% New York State Sales Tax for the benefit
of New York City, the State-imposed stock transfer tax and, subject to certain
prior liens, certain local assistance payments otherwise payable to the City.
The legislation creating MAC also includes a moral obligation provision. Under
its enabling legislation, MAC's authority to issue bonds and notes (other than
refunding bonds and notes) expired on December 31, 1984. In 1995, the State
created the Municipal Assistance Corporation for the City of Troy ("Troy MAC").
The bonds issued by Troy MAC, however, do not include moral obligation
provisions.

     The 1997-1998 State Financial Plan. The State's budget for the State's
1997-98 fiscal year, commencing on April 1, 1997 and ending on March 31, 1998,
was enacted by the Legislature on August 4, 1997. The State Financial Plan for
the 1997-98 fiscal year (the "State Financial Plan") was formulated on August
11, 1997 and is based on the State's budget as enacted by the Legislature and
signed into law by the Governor, as well as actual results for the first
quarter of the current fiscal year. The State Financial Plan is updated in
October and January. The State Financial Plan currently is projected to be
balanced on a cash basis; however there can be no assurance that the State
Financial Plan will continue to be in balance. Total General Fund receipts and
transfers from other funds are projected to be $35.09 billion, while total
General Fund disbursements and transfers to other funds are projected to be
$34.60 billion. After adjustments for comparability, the adopted 1997-98 budget
projects a year-over-year increase in General Fund disbursements of 5.2
percent. As compared to the Governor's proposed budget as revised in February
1997, the State's adopted budget for 1997-98 increases General Fund spending by
$1.70 billion, primarily from increases for local assistance ($1.3 billion).
Resources used to fund these additional expenditures include $540 million in
increased revenues projected for 1997-98, increased resources produced in the
1996-1997 fiscal year that will be utilized in 1997- 1998, reestimates of
social service, fringe benefit and other spending, and certain non-recurring
resources.

     The State Financial Plan includes actions that will have an effect on the
budget outlook for State fiscal year 1997-98 and beyond. The State Division of
the Budget ("DOB") estimates that the 1997-98 State Financial Plan contains
actions that provide non-recurring resources or savings totaling approximately
$270 million. These include the use of $200 million in federal reimbursement
funds available from retroactive social service claims approved by the federal
government in April 1997. The balance is composed of various other actions,
primarily the transfer of unused special revenue fund balances to the General
Fund.

     The State closed projected budget gaps of $5.0 billion, $3.9 billion and
$2.3 billion for its 1995-96 through 1997-98 fiscal years, respectively. The
1998-99 gap was projected at $1.68 billion, in the outyear projections
submitted to the legislature in February 1997. As a result of changes made in
the enacted budget, that gap is now expected to be about the same or smaller
than the amount previously projected, after application of the $530 million
reserve for future needs. The expected gap is smaller than the three previous
budget gaps closed by the State.


                                      C-3
<PAGE>

     The outyear projection will be impacted by a variety of factors. Certain
actions taken in the State's 1997-98 fiscal year, such as medicaid and welfare
reforms, are expected to provide recurring savings in future fiscal years.
Continued controls on State agency spending will also provide recurring
savings. The availability of $530 million in reserves created as a part of the
1997-98 adopted budget and included in the State Financial Plan is expected to
benefit the 1998-99 fiscal year. Sustained growth in the State's economy and
continued declines in welfare case load and health care costs would also
produce additional savings in the State Financial Plan. Finally, various
federal actions, including the potential benefit effect on State tax receipts
from changes to the federal tax treatment of capital gains, would potentially
provide significant benefits to the State over the next several years.

     In recent years, State actions affecting the level of receipts and
disbursements, the relative strength of the State and regional economy, actions
of the federal government and other factors have created structural budget gaps
for the State. These gaps resulted from a significant disparity between
recurring revenues and the costs of maintaining or increasing the level of
support for State programs. To address a potential imbalance in any given
fiscal year, the State would be required to take actions to increase receipts
and/or reduce disbursements as it enacts the budget for that year, and under
the State Constitution, the Governor is required to propose a balanced budget
each year. There can be no assurance, however, that the Legislature will enact
the Governor's proposals or that the State's actions will be sufficient to
preserve budgetary balance in a given fiscal year or to align recurring
receipts and disbursements in future fiscal years.

     Uncertainties with regard to the economy, as well as the outcome of
certain litigation now pending against the State, could produce adverse effects
on the State's projections of receipts and disbursements. For example, changes
to current levels of interest rates or deteriorating world economic conditions
could have an adverse effect on the State economy and produce results in the
current fiscal year that are worse than predicted. Similarly, adverse judgments
in legal proceedings against the State could exceed amounts reserved in the
1996-97 Financial Plan for payment of such judgments and produce additional
unbudgeted costs to the State.

     In recent years, the State has failed to adopt a budget prior to the
beginning of its fiscal year. A delay in the adoption of the State's budget
beyond the statutory April 1 deadline could delay the projected receipt by the
City of State aid, and there can be no assurance that State budgets in future
fiscal years will be adopted by the April 1 statutory deadline.

     The following discussion summarizes the State Financial Plan and recent
fiscal years with particular emphasis on the State's General Fund. Pursuant to
statute, the State updates the financial plan at least on a quarterly basis.
Due to changing economic conditions and information, public statements or
reports may be released by the Governor, members of the Legislature, and their
respective staffs, as well as others involved in the budget process from time
to time. Those statements or reports may contain predictions, projections or
other items of information relating to the State's financial condition,
including potential operating results for the current fiscal year and projected
baseline gaps for future fiscal years, that may vary materially and adversely
from the information provided herein.

     The General Fund is the principal operating fund of the State and is used
to account for all financial transactions, except those required to be
accounted for in another fund. It is the State's largest fund and receives
almost all State taxes and other resources not dedicated to particular
purposes. In the State's 1997-98 fiscal year, the General Fund is expected by
the State to account for approximately 48 percent of total governmental-funds
disbursements and 71 percent of total State Funds disbursements. General Fund
moneys are also transferred to other funds, primarily to support certain
capital projects and debt service payments in other fund types.

     The General Fund is currently projected to be balanced on a cash basis for
the 1997-98 fiscal year; however there can be no assurance that the General
Fund will remain balanced for the entire fiscal year. Total


                                      C-4
<PAGE>

receipts are projected to be $35.09 billion, an increase of $2 billion over
total receipts in the prior fiscal year. Total General Fund disbursements are
projected to be $34.60 billion, an increase of $2.05 billion over the total
amount disbursed and transferred in the prior fiscal year.

     In addition to the General Fund, the State Financial Plan includes Special
Revenue Funds, Capital Projects Funds and Debt Service Funds.

     Special Revenue Funds are used to account for the proceeds of specific
revenue sources such as Federal grants that are legally restricted, either by
the Legislature or outside parties, to expenditures for specified purposes.
Although activity in this fund type is expected to comprise more than 42
percent of total governmental funds receipts and disbursements in the 1997-98
fiscal year, about three-quarters of that activity relates to Federally-funded
programs.

     Projected receipts in this fund type total $28.22 billion, an increase of
$2.51 billion over the prior year. Projected disbursements in this fund type
total $28.45 billion, an increase of $2.43 billion over 1996-97 levels.
Disbursements from Federal funds, primarily the Federal share of Medicaid and
other social services programs, are projected to total $21.19 billion in the
1997-98 fiscal year. Remaining projected spending of $7.26 billion primarily
reflects aid to SUNY supported by tuition and dormitory fees, education aid
funded from lottery receipts, operating aid payments to the Metropolitan
Transportation Authority (the "MTA") funded from the proceeds of dedicated
transportation taxes, and costs of a variety of self-supporting programs which
deliver services financed by user fees.

     Capital Projects Funds account for the financial resources used for the
acquisition, construction, or rehabilitation of major State capital facilities
and for capital assistance grants to certain local governments or public
authorities. This fund type consists of the Capital Projects Fund, which is
supported by tax dollars transferred from the General Fund, and various other
capital funds established to distinguish specific capital construction purposes
supported by other revenues. In the 1997-98 fiscal year, activity in these
funds is expected to comprise 5 percent of total governmental receipts and
disbursements.

     Total receipts in this fund type are projected at $3.30 billion. Bond and
note proceeds are expected to provide $605 million in other financing sources.
Disbursements from this fund type are projected to be $3.70 billion, a decrease
of $154 million (4.3 percent) over prior-year levels. The Dedicated Highway and
Bridge Trust Fund is the single largest dedicated fund, comprising an estimated
$982 million (27 percent) of the activity in this fund type. Total spending for
capital projects will be financed through a combination of sources: federal
grants (29 percent), public authority bond proceeds (31 percent), general
obligation bond proceeds (15 percent), and pay-as-you-go revenues (25 percent).

     Debt Service Funds are used to account for the payment of principal of,
and interest on, long-term debt of the State and to meet commitments under
lease-purchase and other contractual-obligation financing arrangements. This
fund is expected to comprise 4 percent of total governmental fund receipts and
disbursements in the 1997-98 fiscal year. Receipts in these funds in excess of
debt service requirements are transferred to the General Fund and Special
Revenue Funds, pursuant to law.

     The Debt Service Fund type consists of the General Debt Service Fund,
which is supported primarily by tax dollars transferred from the General Fund,
and other funds established to accumulate moneys for the payment of debt
service. In the 1997-98 fiscal year, total disbursements in this fund type are
projected at $3.17 billion, an increase of $64 million or 25 percent, most of
which is explained by increases in the General Fund transfer. The projected
transfer from the General Fund of $2.07 billion is expected to finance 65
percent of these payments.

     Prior Fiscal years. A narrative description of cash-basis results in the
General Fund is presented below for the prior three fiscal years.


                                      C-5
<PAGE>

     New York State's financial operations have improved during recent fiscal
years. During the period 1989-90 through 1991-92, the State incurred General
Fund operating deficits that were closed with receipts from the issuance of
TRANs. A national recession, followed by the lingering economic slowdown in the
New York and regional economy, resulted in repeated shortfalls in receipts and
three budget deficits during those years. During its last five fiscal years,
however, the State has recorded balanced budgets on a cash basis, with positive
fund balances as described below. There can be no assurance, however, that such
trends will continued.

     Fiscal year 1996-97. The State ended its 1996-97 fiscal year on March 31,
1997 in balance on a cash basis, with a General Fund cash surplus as reported
by DOB of approximately $1.4 billion. The cash surplus was derived primarily
from higher-than-expected revenues and lower-than-expected spending for social
services programs. The Governor in his Executive Budget applied $1.05 billion
of the cash surplus amount to finance the 1997-98 Financial Plan, and the
additional $373 million is available for use in financing the 1997-98 Financial
Plan when enacted by the State Legislature.

     The General Fund closing fund balance was $433 million. Of that amount,
$317 million was in the TSRF, after a required deposit of $15 million and an
additional deposit of $65 million in 1996-97. The TSRF can be used in the event
of any future General Fund deficit, as provided under the State Constitution
and State Finance Law. In addition, $41 million remains on deposit in the CRF.
This fund assists the State in financing any extraordinary litigation costs
during the fiscal year. The remaining $75 million reflects amounts on deposit
in the Community Projects Fund. This fund was created to fund certain
legislative initiatives. The General Fund closing fund balance does not include
$1.86 billion in the tax refund reserve account, of which $521 million was made
available as a result of the Local Government Assistance Corporation ("LGAC")
financing program and was required to be on deposit as of March 31, 1997.

     General Fund receipts and transfers from other funds for the 1996-97
fiscal year totaled $33.04 billion, an increase of 0.7 percent from the
previous fiscal year (excluding deposits into the tax refund reserve account).
General Fund disbursements and transfers to other funds totaled $32.90 billion
for the 1996-97 fiscal year, an increase of 0.7 percent from the 1995-96 fiscal
year.

     Fiscal Year 1995-96. The State ended its 1995-96 fiscal year on March 31,
1996 with a General Fund cash surplus. The DOB reported that revenues exceeded
projections by $270 million, while spending for social service programs was
lower than forecast by $120 million and all other spending was lower by $55
million. From the resulting benefit of $445 million, a $65 million voluntary
deposit was made into the TSRF, and $380 million was used to reduce 1996-97
Financial Plan liabilities by accelerating 1996-97 payments, deferring 1995-96
revenues, and making a deposit to the tax refund reserve account.

     The General Fund closing fund balance was $287 million, an increase of
$129 million from 1994-95 levels. The $129 million change in fund balance is
attributable to the $65 million voluntary deposit to the TSRF, a $15 million
required deposit to the TSRF, a $40 million deposit to the CRF, and a $9
million deposit to the Revenue Accumulation Fund. The closing fund balance
includes $237 million on deposit in the TSRF, to be used in the event of any
future General Fund deficit as provided under the State Constitution and State
Finance Law. In addition, $41 million is on deposit in the CRF. The CRF was
established in State fiscal year 1993-94 to assist the State in financing the
costs of extraordinary litigation. The remaining $9 million reflects amounts on
deposit in the Revenue Accumulation Fund. This fund was created to hold certain
tax receipts temporarily before their deposit to other accounts. In addition,
$678 million was on deposit in the tax refund reserve account, of which $521
million was necessary to complete the restructuring of the State's cash flow
under the LGAC program.

     General Fund receipts totaled $32.81 billion, a decrease of 1.1 percent
from 1994-95 levels. This decrease reflects the impact of tax reductions
enacted and effective in both 1994 and 1995. General Fund


                                      C-6
<PAGE>

disbursements totaled $32.68 billion for the 1995-96 fiscal year, a decrease of
2.2 percent from 1994-95 levels. Mid-year spending reductions, taken as part of
a management review undertaken in October at the direction of the Governor,
yielded savings from Medicaid utilization controls, office space consolidation,
overtime and contractual expense reductions, and statewide productivity
improvements achieved by State agencies.

     Fiscal Year 1994-95. The State ended its 1994-95 fiscal year with the
General Fund in balance. The $241 million decline in the fund balance reflects
the planned use of $264 million from the CRF, partially offset by the required
deposit of $23 million to the TSRF. In addition, $278 million was on deposit in
the tax refund reserve account, $250 million of which was deposited to continue
the process of restructuring the State's cash flow as part of the LGAC program.
The closing fund balance of $158 million reflects $157 million in the TSRF and
$1 million in the CRF.

     General Fund receipts totaled $33.16 billion, an increase of 2.9 percent
from 1993-94 levels. General Fund disbursements totaled $33.40 billion for the
1994-95 fiscal year, an increase of 4.7 percent from the previous fiscal year.
The increase in disbursements was primarily the result of one-time litigation
costs for the State, funded by the use of the CRF, offset by $188 million in
spending reductions initiated in January 1995 to avert a potential gap in the
1994-95 State Financial Plan. These actions included savings from a hiring
freeze, halting the development of certain services, and the suspension of
non-essential capital projects.

     Other Funds. Activity in the three other governmental funds has remained
relatively stable over the last three fiscal years, with federally-funded
programs comprising approximately two-thirds of these funds. The most
significant change in the structure of these funds has been the redirection of
a portion of transportation-related revenues from the General Fund to two new
dedicated funds in the Special Revenue and Capital Projects fund types. These
revenues are used to support the capital programs of the Department of
Transportation and the MTA.

     In the Special Revenue Funds, disbursements increased from $24.38 billion
to $26.02 billion over the last three years, primarily as a result of increased
costs for the federal share of Medicaid. Other activity reflected dedication of
taxes to a new fund for mass transportation, new lottery games, and new fees
for criminal justice programs.

     Disbursements in the Capital Projects Funds declined from $3.62 billion to
$3.54 billion over the last three years, as spending for miscellaneous capital
programs decreased, partially offset by increases for mental hygiene, health
and environmental programs. The composition of this fund type's receipts also
changed as the dedicated transportation taxes began to be deposited, general
obligation bond proceeds declined substantially, federal grants remained
stable, and reimbursements from public authority bonds (primarily
transportation related) increased. The increase in the negative fund balance in
1994-95 resulted from delays in reimbursements caused by delays in the timing
of public authority bond sales.

     Activity in the Debt Service Funds reflected increased use of bonds during
the three-year period for improvements to the State's capital facilities and
the continued implementation of the LGAC fiscal reform program. The increases
were moderated by the refunding savings achieved by the State over the last
several years using strict present value savings criteria. The growth in LGAC
debt service was offset by reduced short-term borrowing costs reflected in the
General Fund.

     State Financial Plan Considerations. The economic and financial condition
of the State may be affected by various financial, social, economic and
political factors. These factors can be very complex, may vary from fiscal year
to fiscal year, and are frequently the result of actions taken not only by the
State and its agencies and instrumentalities, but also by entities, such as the
federal government, that are not under the control of the State. For example,
various proposals relating to federal tax and spending policies that are
currently being publicly discussed and debated could, if enacted, have a
significant impact on the State's


                                      C-7
<PAGE>

financial condition in the current and future fiscal years. Because of the
uncertainty and unpredictability of the changes, their impact cannot, as a
practical matter, be included in the assumptions underlying the State's
projections at this time.

     The State Financial Plan is based upon forecasts of national and State
economic activity developed through both internal analysis and review of State
and national economic forecasts prepared by commercial forecasting services and
other public and private forecasters. Economic forecasts have frequently failed
to predict accurately the timing and magnitude of changes in the national and
the State economies. Many uncertainties exist in forecasts of both the national
and State economies, including consumer attitudes toward spending, the extent
of corporate and governmental restructuring, federal fiscal and monetary
policies, the level of interest rates, and the condition of the world economy,
which could have an adverse effect on the State. There can be no assurance that
the State economy will not experience results in the current fiscal year that
are worse than predicted, with corresponding material and adverse effects on
the State's projections of receipts and disbursements.

     Projections of total State receipts in the State Financial Plan are based
on the State tax structure in effect during the fiscal year and on assumptions
relating to basic economic factors and their historical relationships to State
tax receipts. In preparing projections of State receipts, economic forecasts
relating to personal income, wages, consumption, profits and employment have
been particularly important. The projection of receipts from most tax or
revenue sources is generally made by estimating the change in yield of such tax
or revenue source caused by economic and other factors, rather than by
estimating the total yield of such tax or revenue source from its estimated tax
base. The forecasting methodology, however, ensures that State fiscal year
estimates for taxes that are based on a computation of annual liability, such
as the business and personal income taxes, are consistent with estimates of
total liability under such taxes.

     Projections of total State disbursements are based on assumptions relating
to economic and demographic factors, levels of disbursements for various
services provided by local governments (where the cost is partially reimbursed
by the State), and the results of various administrative and statutory
mechanisms in controlling disbursements for State operations. Factors that may
affect the level of disbursements in the fiscal year include uncertainties
relating to the economy of the nation and the State, the policies of the
federal government, and changes in the demand for and use of State services.

     The DOB believes that its projections of receipts and disbursements
relating to the current State Financial Plan, and the assumptions on which they
are based, are reasonable. Actual results, however, could differ materially and
adversely from the projections set forth in this Annual Information Statement.
In the past, the State has taken management actions and made use of internal
sources to address potential State Financial Plan shortfalls, and DOB believes
it could take similar actions should variances occur in its projections for the
current fiscal year.

     In recent years, State actions affecting the level of receipts and
disbursements, the relative strength of the State and regional economy, actions
of the federal government and other factors, have created structural budget
gaps for the State. These gaps resulted from a significant disparity between
recurring revenues and the costs of maintaining or increasing the level of
support for State programs. To address a potential imbalance in any given
fiscal year, the State would be required to take actions to increase receipts
and/or reduce disbursements as it enacts the budget for that year, and under
the State Constitution, the Governor is required to propose a balanced budget
each year. There can be no assurance, however, that the Legislature will enact
the Governor's proposals or that the State's actions will be sufficient to
preserve budgetary balance in a given fiscal year or to align recurring
receipts and disbursements in future fiscal years.

     The State Financial Plan is based upon a July 1997 projection by DOB of
national and State economic activity. The information below summarizes the
national and State economic situation and outlook upon which projections of
receipts and certain disbursements were made for the 1997-98 Financial Plan.


                                      C-8
<PAGE>

     On August 22, 1996 the President signed the Personal Responsibility and
Work Opportunity Reconciliation Act of 1996 (the "1996 Welfare Act"). This new
law made significant changes to welfare and other benefit programs. Major
changes included conversion of AFDC into the TANF block grant to states, new
work requirements and durational limits on recipients of TANF, and limits on
assistance provided to immigrants. City expenditures as a result of welfare
reform are estimated in the Financial Plan at $49 million in fiscal year 1998,
$45 million in fiscal year 1999, $38 million in fiscal year 2000 and $44
million in fiscal year 2001. In addition, the City's naturalization initiative,
CITIZENSHIP NYC, will assist immigrants made ineligible under Federal law to
regain eligibility for benefits, by helping them through the application
process for citizenship. The Financial Plan assumes that 75% of those
immigrants who otherwise would have lost benefits will become citizens,
resulting in projected savings to the City in public assistance expenditures of
$6 million in fiscal year 1999, $24 million in fiscal year 2000 and $25 million
in fiscal year 2001. Federal legislation enacted August 5, 1997, reinstated
eligibility for even more immigrants currently on the rolls than projected. The
outyear estimates made by OMB are preliminary and depend on a variety of
factors, which are impossible to predict, including the implementation of
workfare and child care programs modified by newly enacted State law, the
impact of possible litigation challenging the law, and the impact of adverse
economic developments on welfare and other benefit programs. In accordance with
the Federal welfare reform law, the Governor submitted a State plan to the
Federal government and such plan was deemed complete as of December 2, 1996.
New York State's welfare reform, bringing the State into compliance with the
1996 Welfare Act and making changes to the Home Relief program, was signed into
law on August 20, 1997. The Governor submitted an amended State plan to the
Federal government, reflecting these changes, on September 20, 1997.
Implementation of the changes at the State level will in part determine the
possible costs or savings to the City. it is expected that OMB's preliminary
estimates of potential costs will change, based on new policies to be developed
by the State and City with respect to benefits no longer funded as Federal
entitlements.

     The Governor is required to submit a balanced budget to the State
Legislature and has indicated that he will close any potential imbalance in the
State Financial Plan primarily through General Fund expenditure reductions and
without increases in taxes or deferrals of scheduled tax reductions. It is
expected by the State DOB that the State Financial Plan will reflect a
continuing strategy of substantially reduced State spending, including agency
consolidations, reductions in the State workforce, and efficiency and
productivity initiatives. The division of the Budget intends to update the
State Financial Plan and provide an update to the Annual Information Statement
upon release of the 1997-98 Executive Budget.

     U.S. Economy. The national economy has resumed a more robust rate of
growth after a "soft landing" in 1995, with approximately 14 million jobs added
nationally since early 1992. The State economy has continued to expand, but
growth remains somewhat slower than in the nation. Although the State has added
approximately 300,000 jobs since late 1992, employment growth in the State has
bee hindered during recent years by significant cutbacks in the computer and
instrument manufacturing, utility, defense, and banking industries. Government
downsizing has also moderated these job gains.

     DOB forecasts that national economic growth will be quite strong in the
first half of calendar 1997, but will moderate considerably as the year
progresses. The overall growth rate of the national economy for calendar year
1997 is expected to be practically identical to the consensus forecast of a
widely followed survey of national economic forecasters. Growth in real Gross
Domestic Product for 1997 is projected to be 3.6 percent, with an anticipated
decline in net exports and continued restraint in Federal spending more than
offset by increases in consumption and investment. Inflation, as measured by
the Consumer Price Index, is projected to remain subdued at about 2.6 percent
due to improved productivity and foreign competition. Personal income and wages
are projected to increase by 6.0 percent and 6.7 percent respectively.

     New York Economy. The forecast of the State's economy shows moderate
expansion during the first half of calendar 1997 with the trend continuing
through the year. Although industries that export goods and services are
expected to continue to do well, growth is expected to be moderated by tight
fiscal constraints on the health care and social services industries.


                                      C-9
<PAGE>

     The forecast for continued growth, and any resultant impact on the State's
1997-98 Financial Plan, contains some uncertainties. Stronger-than-expected
gains in employment could lead to a significant improvement in consumer
spending. Investments could also remain robust. Conversely, hints of
accelerating inflation or fears of excessively rapid economic growth could
create upward pressures on interest rates. In addition, the State economic
forecast could over- or underestimate the level of future bonus payments or
inflation growth, resulting in forecasted average wage growth that could differ
significantly form actual growth. Similarly, the State forecast could fail to
correctly account for declines in banking employment and the direction of
employment change that is likely to accompany telecommunications and energy
deregulation.

     New York is the third most populous state in the nation and has a
relatively high level of personal wealth. The State's economy is diverse, with
a comparatively large share of the nation's finance, insurance, transportation,
communications and services employment, and a very small share of the nation's
farming and mining activity. The State's location and its excellent air
transport facilities and natural harbors have made it an important link in
international commerce. Travel and tourism constitute an important part of the
economy. Like the rest of the nation, New York has a declining proportion of
its workforce engaged in manufacturing, and an increasing proportion engaged in
service industries. The following paragraphs summarize the state of major
sectors of the New York economy:

          Services: The services sector, which includes entertainment, personal
     services, such as health care and auto repairs, and business-related
     services, such as information processing, law and accounting, is the
     State's leading economic sector. The services sector accounts for more than
     three of every ten nonagricultural jobs in New York and has a noticeably
     higher proportion of total jobs than does the rest of the nation.

          Manufacturing: Manufacturing employment continues to decline in
     importance in New York, as in most other states, and New York's economy is
     less reliant on this sector than is the nation. The principal manufacturing
     industries in recent years produced printing and publishing materials,
     instruments and related products, machinery, apparel and finished fabric
     products, electronic and other electric equipment, food and related
     products, chemicals and allied products, and fabricated metal products.

          Trade: Wholesale and retail trade is the second largest sector in
     terms of nonagricultural jobs in New York but is considerably smaller when
     measured by income share. Trade consists of wholesale businesses and retail
     businesses, such as department stores and eating and drinking
     establishments.

          Finance, Insurance and Real Estate: New York City is the nation's
     leading center of banking and finance and, as a result, this is a far more
     important sector in the State than in the nation as a whole. Although this
     sector accounts for under one-tenth of all nonagricultural jobs in the
     State, it contributes over one-sixth of all nonfarm labor and proprietors'
     income.

          Agriculture: Farming is an important part of the economy of large
     regions of the State, although it constitutes a very minor part of total
     State output. Principal agricultural products of the State include milk and
     dairy products, greenhouse and nursery products, apples and other fruits,
     and fresh vegetables. New York ranks among the nation's leaders in the
     production of these commodities.

          Government: Federal, State and local government together are the third
     largest sector in terms of nonagricultural jobs, with the bulk of the
     employment accounted for by local governments. Public education is the
     source of nearly one-half of total state and local government employment.

     Relative to the nation, the State has a smaller share of manufacturing and
construction and a larger share of service-related industries. The State's
finance, insurance, and real estate share, as measured by income, is
particularly large relative to the nation. The State is likely to be less
affected than the nation as a


                                      C-10
<PAGE>

whole during an economic recession that is concentrated in manufacturing and
construction, but likely to be more affected during a recession that is
concentrated in the service-producing sector.

     In the calendar years 1987 through 1996, the State's rate of economic
growth was somewhat slower than that of the nation. In particular, during the
1990-91 recession and post-recession period, the economy of the State, and that
of the rest of the Northeast, was more heavily damaged than that of the nation
as a whole and has been slower to recover. The total employment growth rate in
the State has been below the national average since 1987. The unemployment rate
in the State dipped below the national rate in the second half of 1981 and
remained lower until 1991; since then, it has been higher. According to data
published by the US Bureau of Economic Analysis, total personal income in the
State has risen more slowly than the national average since 1988.

     State per capita personal income has historically been significantly
higher than the national average, although the ratio has varied substantially.
Because the City is a regional employment center for a multi-state region,
State personal income measured on a residence basis understates the relative
importance of the State to the national economy and the size of the base to
which State taxation applies.

     Financial Plan Update. The State is required to issue Financial Plan
updates to the cash-basis State Financial Plan in July, October, and January,
respectively. These quarterly updates reflect analysis of actual receipts and
disbursements for each respective period and revised estimates of receipts and
disbursements for the then current fiscal year. The First Quarter Update was
incorporated into the cash-basis State Financial Plan of August 15, 1997 (the
"August Financial Plan").

     The State issued its first update to the cash-basis 1997-98 State
Financial Plan (the "Mid-Year Update") on October 30, 1997. No revisions were
made to the estimates of receipts and disbursements based on the current
economic forecasts for both the nation and the State. The Mid-Year Update
continues to reflect a balanced 1997-98 State Financial Plan, with a projected
General Fund reserve for future needs of $530 million. This projected surplus
is now considered to be at the low end of the range of possible outcomes for
the 1997-98 fiscal year.

     The forecast of the State economy also remains unchanged from the one
formulated with the August Financial Plan. Steady growth was projected to
continue through the second half of 1997. Personal income was projected to
increase by 6.1 percent in 1997 and 4.5 percent in 1998, reflecting projected
wage growth fueled in part by financial sector bonus payments. The forecast
projected employment increases of 1.4 percent in 1997 and 1.0 percent in 1998.

     The projected 1997-98 closing fund balance in the General Fund of $927
million reflects a reserve for future needs of $530 million, a balance of $332
million in the Tax Stabilization Reserve Fund (following a payment of $15
million during the current fiscal year) and a balance of $65 million in the
Contingency Reserve Fund (following a deposit of $24 million during the current
fiscal year). These two reserves remain available to help offset potential
risks to the Financial Plan. Based upon experience to date, it is likely that
the closing fund balance will be larger, providing additional resources for the
1998-99 fiscal year.

     All governmental funds receipts and disbursements are also unchanged. The
projected closing fund balance for all governmental funds remains $1.43
billion. The annual increase in spending for all governmental funds remains
approximately 7 percent. Total projected receipts in all governmental funds
(excluding transfers) are approximately $67.31 billion. All funds disbursements
(excluding transfers) are $67.37 billion. Total net other financing sources
across all governmental funds are projected at $505 million.

     On September 11, 1997, the State Comptroller released a report entitled
"The 1997-98 Budget: Fiscal Review and Analysis" in which he identified several
risks to the State Financial Plan and estimated that the


                                      C-11
<PAGE>

State faces a potential imbalance in receipts and disbursements of
approximately $1.5 billion for the State's 1998-99 fiscal year and
approximately $3.4 billion for the State's 1999-00 fiscal year. The 1998-99
fiscal year estimate by the State Comptroller is within the range discussed by
the Division of the Budget in the section entitled "Outyear Projections of
Receipts and Disbursements" in the Annual Information Statement of August 15,
1997. Any increase in the 1997-98 reserve for future needs would reduce this
imbalance further and, based upon results to date, such an outcome is
considered possible. In addition, the Comptroller identified risks in future
years from an economic slowdown and from spending and revenue actions enacted
as a part of the 1997-98 budget that will add pressure to future budget
balance. The Governor is required to submit a balanced budget each year to the
State Legislature.

     On August 11, 1997 President Clinton exercised his line item veto powers
to cancel a provision in the Federal Balanced Budget Act of 1997 that would
have deemed New York State's health care provider taxes to be approved by the
federal government. New York and several other states have used hospital rate
assessments and other provider tax mechanisms to finance various Medicaid and
health insurance programs since the early 1980s. The State's process of
taxation and redistribution of health care dollars was sanctioned by federal
legislation in 1987 and 1991. However, the federal Health Care Financing
Administration (HCFA) regulations governing the use of provider taxes require
the State to seek waivers from HCFA that would grant explicit approval of the
provider taxing system now in place. The State filed the majority of these
waivers with HCFA in 1995 but has yet to receive final approval.

     The Balanced Budget Act of 1997 provision passed by Congress was intended
to rectify the uncertainty created by continued inaction on the State's waiver
requests. A federal disallowance of the State's provider tax system could
jeopardize up to $2.6 billion in Medicaid reimbursement received through
December 31, 1998. The President's veto message valued any potential
disallowance at $200 million. The 1997-98 Financial Plan does not anticipate
any provider tax disallowance.

     On October 9, 1997 the President offered a corrective amendment to the
HCFA regulations governing such taxes. The Governor has stated that this
proposal does not appear to address all of the State's concerns, and
negotiations are ongoing between the State and HCFA. In addition, the City of
New York and other affected parties in the health care industry have filed a
lawsuit challenging the constitutionality of the President's line item veto.

     On July 31, 1997, the New York State Tax Appeals Tribunal delivered a
decision involving the computation of itemized deductions and personal income
taxes of certain high income taxpayers. By law, the State cannot appeal the
Tribunal's decision. The decision will lower income tax liability attributable
to such taxpayers for the 1997 and earlier open tax years, as well as on a
prospective basis.

     Ratings Agencies. On August 28, 1997, Standard & Poor's ("S&P") revised
its ratings on the State's general obligation bonds to A from A-, and, in
addition, revised its ratings on the State's moral obligation, lease purchase,
guaranteed and contractual obligation debt. S&P rated the State's general
obligation bonds AA- from August 1987 to March 1990 and A+ from November 1982
to August 1987. In March 1990, S&P lowered its rating of all of the State's
general obligation bonds from AA- to A. On January 13, 1992, S&P lowered its
rating on the State's general obligation bonds from A to A-, and, in addition,
reduced its ratings on the State's moral obligation, lease purchase, guaranteed
and contractual obligation debt. On April 26, 1993 S&P revised the rating
outlook assessment to stable. On February 14, 1994, S&P revised its outlook on
the State's general obligation bonds to positive and, on August 5, 1996,
confirmed its A- rating.

     On February 10, 1997, Moody's confirmed its A2 rating on the State's
general obligation long-term indebtedness. On June 6, 1990, Moody's changed its
ratings on all of the State's outstanding general obligation bonds from A1 to
A, the rating having been A1 since May 27, 1986. On November 12, 1990, Moody's
confirmed the A rating. On January 6, 1992, Moody's reduced its ratings on
outstanding limited-liability State lease purchase and contractual obligations
from A to Baa1.


                                      C-12
<PAGE>

     Authorities. The fiscal stability of the State is related in part to the
fiscal stability of its public authorities, which generally have responsibility
for financing, constructing and operating revenue-producing public benefit
facilities. Public authorities are not subject to the constitutional
restrictions on the incurrence of debt which apply to the State itself, and may
issue bonds and notes within the amounts of, and as otherwise restricted by,
their legislative authorization. The State's access to the public credit
markets could be impaired, and the market price of its outstanding debt may be
materially adversely affected, if any of its public authorities were to default
on their respective obligations. As of September 30, 1996 there were 17 public
authorities that had outstanding debt of $100 million or more each, and the
aggregate outstanding debt, including refunding bonds, of all state public
authorities was $75.4 billion.

     There are numerous public authorities, with various responsibilities,
including those which finance, construct and/or operate revenue producing
public facilities. Public authority operating expenses and debt service costs
are generally paid by revenues generated by the projects financed or operated,
such as tolls charged for the use of highways, bridges or tunnels, rentals
charged for housing units, and charges for occupancy at medical care
facilities.

     In addition, State legislation authorizes several financing techniques for
public authorities. Also, there are statutory arrangements providing for State
local assistance payments otherwise payable to localities to be made under
certain circumstances to public authorities. Although the State has no
obligation to provide additional assistance to localities whose local
assistance payments have been paid to public authorities under these
arrangements, if local assistance payments are so diverted, the affected
localities could seek additional State assistance.

     Some authorities also receive monies from State appropriations to pay for
the operating costs of certain of their programs. As described below, the MTA
receives the bulk of this money in order to carry out mass transit and commuter
services.

     The State's experience has been that if an Authority suffers serious
financial difficulties, both the ability of the State and the Authorities to
obtain financing in the public credit markets and the market price of the
State's outstanding bonds and notes may be adversely affected. The New York
State HFA, the New York State Urban Development Corporation and certain other
Authorities have in the past required and continue to require substantial
amounts of assistance from the State to meet debt service costs or to pay
operating expenses. Further assistance, possibly in increasing amounts, may be
required for these, or other, Authorities in the future. In addition, certain
other statutory arrangements provide for State local assistance payments
otherwise payable to localities to be made under certain circumstances to
certain Authorities. The State has no obligation to provide additional
assistance to localities whose local assistance payments have been paid to
Authorities under these arrangements. However, in the event that such local
assistance payments are so diverted, the affected localities could seek
additional State funds.

     Metropolitan Transportation Authority. The MTA oversees the operation of
the City's subway and bus lines by its affiliates, the New York City Transit
Authority and the Manhattan and Bronx Surface Transit Operating Authority
(collectively, the "TA"). The MTA operates certain commuter rail and bus lines
in the New York Metropolitan area through MTA's subsidiaries, the Long Island
Rail Road Company, the Metro-North Commuter Railroad Company and the
Metropolitan Suburban Bus Authority. In addition, the Staten Island Rapid
Transit Operating Authority, an MTA subsidiary, operates a rapid transit line
on Staten Island. Through its affiliated agency, the Triborough Bridge and
Tunnel Authority (the "TBTA"), the MTA operates certain intrastate toll bridges
and tunnels. Because fare revenues are not sufficient to finance the mass
transit portion of these operations, the MTA has depended, and will continue to
depend for operating support upon a system of State, local government and TBTA
support, and, to the extent available, Federal operating assistance, including
loans, grants and operating subsidies. If current revenue projections are not
realized and/or operating expenses exceed current projections, the TA or
commuter railroads may be required to seek additional State assistance, raise
fares or take other actions.


                                      C-13
<PAGE>

     Since 1980, the State has enacted several taxes--including a surcharge on
the profits of banks, insurance corporations and general business corporations
doing business in the 12-county Metropolitan Transportation Region served by
the MTA and a special one-quarter of 1 percent regional sales and use tax--that
provide revenues for mass transit purposes, including assistance to the MTA. In
addition, since 1987, State law has required that the proceeds of a one quarter
of 1% mortgage recording tax paid on certain mortgages in the Metropolitan
Transportation Region be deposited in a special MTA fund for operating or
capital expenses. Further, in 1993 the State dedicated a portion of the State
petroleum business tax to fund operating or capital assistance to the MTA. For
the 1997-98 fiscal year, total State assistance to the MTA is projected to
total approximately $1.2 billion, an increase of $76 million over the 1996-97
fiscal year.

     State legislation accompanying the 1996-97 adopted State budget authorized
the MTA, TBTA and TA to issue an aggregate of $6.5 billion in bonds to finance
a portion of a new $12.17 billion MTA capital plan for the 1995 through 1999
calendar years (the "1995-99 Capital Program"). In July 1997, the Capital
Program Review Board approved the 1995-99 Capital Program. This plan supersedes
the overlapping portion of the MTA's 1992-96 Capital Program. This is the
fourth capital plan since the Legislature authorized procedures for the
adoption, approval and amendment of MTA capital programs and is designed to
upgrade the performance of the MTA's transportation systems by investing in new
rolling stock, maintaining replacement schedules for existing assets and
bringing the MTA system into a state of good repair. The 1995-99 Capital
Program assumes the issuance of an estimated $5.1 billion in bonds under this
$6.5 billion aggregate bonding authority. The remainder of the plan is
projected to be financed through assistance from the State, the federal
government, and the City of New York, and from various other revenues generated
from actions taken by the MTA.

     There can be no assurance that all the necessary governmental actions for
future capital programs will be taken, that funding sources currently
identified will not be decreased or eliminated, or that the 1995-99 Capital
Program, or parts thereof, will not be delayed or reduced. If the 1995-99
Capital Program is delayed or reduced, ridership and fare revenues may decline,
which could, among other things, impair the MTA's ability to meet its operating
expenses without additional assistance.

     Localities. Certain localities outside the City have experienced financial
problems and have requested and received additional State assistance during the
last several State fiscal years. The potential impact on the State of any
future requests by localities for additional assistance is not included in the
projections of the State's receipts and disbursements for the State's 1997-98
fiscal year.

     Fiscal difficulties experienced by the City of Yonkers resulted in the
re-establishment of the Financial Control Board for the City of Yonkers by the
State in 1984. That Board is charged with oversight of the fiscal affairs of
Yonkers. Future actions taken by the State to assist Yonkers could result in
increased State expenditures for extraordinary local assistance.

     Beginning in 1990, the City of Troy experienced a series of budgetary
deficits that resulted in the establishment of a Supervisory Board for the City
of Troy in 1994. The Supervisory Board's powers were increased in 1995, when
Troy MAC was created to help Troy avoid default on certain obligations. The
legislation creating Troy MAC prohibits the City of Troy from seeking federal
bankruptcy protection while Troy MAC bonds are outstanding.

     Eighteen municipalities received extraordinary assistance during the 1996
legislative session through $50 million in special appropriations targeted for
distressed cities.

     Municipal Indebtedness. Municipalities and school districts have engaged
in substantial short-term and long-term borrowings. In 1995, the total
indebtedness of all localities in the State other than the City was
approximately $19.0 billion. A small portion (approximately $102.3 million) of
that indebtedness represented


                                      C-14
<PAGE>

borrowing to finance budgetary deficits and was issued pursuant to State
enabling legislation. State law requires the Comptroller to review and make
recommendations concerning the budgets of those local government units other
than the City authorized by State law to issue debt to finance deficits during
the period that such deficit financing is outstanding. Eighteen localities had
outstanding indebtedness for deficit financing at the close of their fiscal
year ending in 1995.

     From time to time, federal expenditure reductions could reduce, or in some
cases eliminate, federal funding of some local programs and accordingly might
impose substantial increased expenditure requirements on affected localities.
If the State, the City or any of the Authorities were to suffer serious
financial difficulties jeopardizing their respective access to the public
credit markets, the marketability of notes and bonds issued by localities
within the State could be adversely affected. Localities also face anticipated
and potential problems resulting from certain pending litigation, judicial
decisions and long-range economic trends. Long-range potential problems of
declining urban population, increasing expenditures and other economic trends
could adversely affect certain localities and require increasing State
assistance in the future.

     Litigation. Certain litigation pending against the State or its officers
or employees could have a substantial or long-term adverse effect on State
finances. Among the more significant of these cases are those that involve: (i)
employee welfare benefit plans seeking a declaratory judgment nullifying on the
ground of federal preemption provisions of Section 2807-c of the Public Health
Law and implementing regulations which impose a bad debt and charity care
allowance on all hospital bills and a 13 percent surcharge on inpatient bills
paid by employee welfare benefit plans; (ii) several challenges to provisions
of Chapter 81 of the Laws of 1995 which alter the nursing home Medicaid
reimbursement methodology; (iii) the validity of agreements and treaties by
which various Indian tribes transferred title to the State of certain land in
central and upstate New York; (iv) challenges to the practice of using
patients' Social Security benefits for the costs of care of patients of State
Office of Mental Health facilities; (v) an action against State and City
officials alleging that the present level of shelter allowance for public
assistance recipients is inadequate under statutory standards to maintain
proper housing; (vi) challenges to the practice of reimbursing certain Office
of Mental Health patient care expenses from the client's Social Security
benefits; (vii) alleged responsibility of State officials to assist in
remedying racial segregation in the City of Yonkers; (viii) alleged
responsibility of the State Department of Environmental Conservation for a
plaintiff's inability to complete construction of a cogeneration facility in a
timely fashion and the damages suffered thereby; (ix) challenges to the
promulgation of the State's proposed procedure to determine the eligibility for
and nature of home care services for Medicaid recipients; (x) a challenge to
State implementation of a program which reduces Medicaid benefits to certain
home-relief recipients; (xi) a challenge to the constitutionality of petroleum
business tax assessments authorized by Tax Law SS 301; (xii) an action for
reimbursement from the State for certain costs arising out of the provision of
preschool services and programs for children with handicapping conditions,
pursuant to Sections 4410 (10) and (11) of the Education Law; and (xiii) a
challenge to the constitutionality of the Clean Water/  Clean Air Bond Act of
1996 and its implementing regulations.

     Adverse developments in the proceedings described above or the initiation
of new proceedings could affect the ability of the State to maintain a balanced
1997-98 State Financial Plan. In its Notes to its General Purpose Financial
Statements for the fiscal year ended March 31, 1997, the State reports its
estimated liability for awards and anticipated unfavorable judgments at $364
million. There can be no assurance that an adverse decision in any of the above
cited proceedings would not exceed the amount of the 1997-98 State Financial
Plan reserves for the payment of judgments and, therefore, could affect the
ability of the State to maintain a balanced 1997-98 State Financial Plan.

                                 New York City

     The fiscal health of the State may also be particularly affected by the
fiscal health of the City, which continues to require significant financial
assistance from the State. The City depends on State aid both to enable the
City to balance its budget and to meet its cash requirements. The State could
also be affected by


                                      C-15
<PAGE>

the ability of the City to market its securities successfully in the public
credit markets. The City has achieved balanced operating results for each of
its fiscal years since 1981 as reported in accordance with the then-applicable
GAAP standards. The City's financial plans are usually prepared quarterly, and
the annual financial report for its most recent completed fiscal year is
prepared at the end of October of each year.

     In response to the City's fiscal crisis in 1975, the State took action to
assist the City in returning to fiscal stability. Among these actions, the
State established the Municipal Assistance Corporation for the City of New York
("MAC") to provide financing assistance to the City. The State also enacted the
New York State Financial Emergency Act for The City of New York (the "Financial
Emergency Act") which, among other things, established the New York State
Financial Control Board (the "Control Board") to oversee the City's financial
affairs. The State also established the Office of the State Deputy Comptroller
for the City of New York ("OSDC") to assist the Control Board in exercising its
powers and responsibilities and a "Control Period" from 1975 to 1986 during
which the City was subject to certain statutorily-prescribed fiscal-monitoring
arrangements. Although the Control Board terminated the Control Period in 1986
when certain statutory conditions were met, thus suspending certain Control
Board powers, the Control Board, MAC and OSDC continue to exercise various
fiscal-monitoring functions over the City, and upon the occurrence or
"substantial likelihood and imminence" of the occurrence of certain events,
including, but not limited to a City operating budget deficit of more than $100
million, the Control Board is required by law to reimpose a Control Period.

     Currently, the City and its "Covered Organizations" (i.e., those which
receive or may receive money from the City directly, indirectly or
contingently) operate under a four-year financial plan (the "City Financial
Plan"), which the City prepares annually and updates periodically and which
includes the City's capital revenue and expense projections and outlines
proposed gap-closing programs for years with projected budget gaps. The City's
projections set forth in the City Financial Plan are based on various
assumptions and contingencies, some of which are uncertain and may not
materialize. Unforeseen developments and changes in major assumptions could
significantly affect the City's ability to balance its budget as required by
State law and to meet its annual cash flow and financing requirements.

     Although the City has balanced its budget since 1981, estimates of the
City's revenues and expenditures, which are based on numerous assumptions, are
subject to various uncertainties. If, for example, expected federal or State
aid is not forthcoming, if unforeseen developments in the economy significantly
reduce revenues derived from economically sensitive taxes or necessitate
increased expenditures for public assistance, if the City should negotiate wage
increases for its employees greater than the amounts provided for in the City's
financial plan or if other uncertainties materialize that reduce expected
revenues or increase projected expenditures, then, to avoid operating deficits,
the City may be required to implement additional actions, including increases
in taxes and reductions in essential City services. The City might also seek
additional assistance from the State. Unforeseen developments and changes in
major assumptions could significantly affect the City's ability to balance its
budget as required by State law and to meet its annual cash flow and financing
requirements.

     The staffs of the Control Board, OSDC and the City Comptroller issue
periodic reports on the City's financial plans which analyze the City's
forecasts of revenues and expenditures, cash flow, and debt service
requirements for, and financial plan compliance by, the City and its Covered
Organizations. According to recent staff reports, while economic recovery in
New York City has been slower than in other regions of the country, a surge in
Wall Street profitability resulted in increased tax revenues and generated a
substantial surplus for the City in City fiscal year 1996-97. Although several
sectors of the City's economy have expanded recently, especially tourism and
business and professional services, City tax revenues remain heavily dependent
on the continued profitability of the securities industries and the course of
the national economy. These reports have also indicated that recent City
budgets have been balanced in part through the use of non-recurring resources;
that the City Financial Plan tends to rely on actions outside its direct
control; that the City has not yet brought its long-term expenditure growth in
line with recurring revenue growth; and that the City


                                      C-16
<PAGE>

is therefore likely to continue to face substantial gaps between forecast
revenues and expenditures in future years that must be closed with reduced
expenditures and/or increased revenues. In addition to these monitoring
agencies, the Independent Budget Office ("IBO") has been established pursuant
to the City Charter to provide analysis to elected officials and the public on
relevant fiscal and budgetary issues affecting the City.

     The City Financial Plan currently projects revenues and expenditures for
the 1998 fiscal year balanced in accordance with GAAP; however, there can be no
assurance that revenues and expenditures will be balanced. The City Financial
Plan includes increased tax revenue projections; reduced debt service costs;
the assumed restoration of Federal funding for programs assisting certain legal
aliens; additional expenditures for textbooks, computers, improved education
programs and welfare reform, law enforcement, immigrant naturalization,
initiatives proposed by the City Council and other initiatives; and a proposed
discretionary transfer in the 1998 fiscal year of $300 million of debt service
due in the 1999 fiscal year for budget stabilization purposes. In addition, the
City Financial Plan reflects the discretionary transfer in the 1997 fiscal year
of $1.3 billion of debt service due in the 1998 and 1999 fiscal years, and
includes actions to eliminate a previously projected budget gap for the 1998
fiscal year. These gap closing actions include (i) additional agency actions
totaling $621 million (ii) the proposed sale of various assets; (iii)
additional State aid of $294 million, including a proposal that the State
accelerate a $142 million revenue sharing payment to the City from March 1999;
and (iv) entitlement savings of $128 million which would result from certain of
the reductions in Medicaid spending proposed in the Governor's 1997-1998
Executive Budget and the State making available to the City $77 million of
additional Federal block grant aid, as proposed in the Governor's 1997-1998
Executive Budget. The City Financial Plan also sets forth projections for the
1999 through 2001 fiscal years and projects gaps of $1.8 billion, $2.8 billion
and $2.6 billion for the 1999 through 2001 fiscal years, respectively.

     The Financial Plan assumes approval by the State Legislature and the
Governor of (i) a tax reduction program proposed by the City totaling $272
million, $435 million, $465 million and $481 million in the 1998 through 2001
fiscal years, respectively, which includes a proposed elimination of the 4%
City sales tax on clothing items under $500 as of December 1, 1997, and (ii) a
proposed State tax relief program, which would reduce the City property tax and
personal income tax, and which the Financial Plan assumes will be offset by
proposed increased State aid totaling $47 million, $254 million, $472 million
and $722 million in the 1998 through 2001 fiscal years, respectively.

     The Financial Plan also assumes (i) approval by the Governor and the State
Legislature of the extension of the 14% personal income tax surcharge, which is
scheduled to expire on December 31, 1999 and the extension of which is
projected to provide revenue of $166 million and $494 million in the 2000 and
2001 fiscal years, respectively, and of the extension of the 12.5% personal
income tax surcharge, which is scheduled to expire on December 31, 1998 and the
extension of which is projected to provide revenue of $188 million, $527
million and $554 million in the 1999 through 2001 fiscal years, respectively;
and (ii) collection of the projected rent payments for the City's airports,
totaling $385 million, $175 million, and $170 million in the 1999, 2000 and
2001 fiscal years, respectively, which may depend on the successful completion
of negotiations with the Port Authority or the enforcement of the City's rights
under the existing leases through pending legal actions. The Financial Plan
provides no additional wage increases for City employees after their contracts
expire in fiscal years 2000 and 2001. In addition, the economic and financial
condition of the City may be affected by various financial, social, economic
and political factors which could have a material effect on the City.

     The City's financial plans have been the subject of extensive public
comment and criticism. The City Comptroller has issued a report commenting on
certain developments since the release of the Financial Plan. In his report the
City Comptroller noted, among other things, that tax revenues for the first
quarter of the 1998 fiscal year were above projections in the City Financial
Plan. However, the report also noted that if the stock market decline which has
occurred in recent days were to continued, tax revenue forecasts for subsequent
fiscal years might have to be revised downward. The report concluded that the
City faces, with respect to the


                                      C-17
<PAGE>

1998 fiscal year, a possible $112 million surplus or a possible net budget gap
of up to $440 million, and, with respect to the 1999 and subsequent fiscal
years, total net budget gaps between $1.9 billion and $2.8 billion, $2.6
billion and $4.0 billion, and $2.4 billion and $3.8 billion for the 1999
through 2001 fiscal years, which include the gaps set forth in the City
Financial Plan.

     In connection with the Financial Plan, the City has outlined a gap-closing
program for the 1999, 2000 and 2001 fiscal years to eliminate the remaining
$1.8 billion, $2.8 billion and $2.6 billion projected gaps for such fiscal
years. This program, which is not specified in detail, assumes for the 1999,
2000 and 2001 fiscal years, respectively, additional agency programs to reduce
expenditures or increase revenues by $580 million, $853 million and $762
million; savings from restructuring City government and privatization and
procurement initiatives of $285 million, $550 million and $550 million;
additional revenue initiatives and asset sales of $180 million, $135 million
and $60 million; additional State aid of $350 million, $500 million and $500
million; additional entitlement cost containment initiatives of $300 million,
$675 million and $675 million; and the availability of $100 million, $100
million and $100 million of the General Reserve. There can be no assurance that
these gap-closing measures can be implemented as planned.

     The City's projected budget gaps for the 2000 and 2001 fiscal years do not
reflect the savings expected to result from the prior years' programs to close
the gaps set forth in the City Financial Plan. Thus, for example, recurring
savings anticipated from the actions which the City proposes to take to balance
the fiscal year 1999 budget are not taken into account in projecting the budget
gaps for the 2000 and 2001 fiscal years.

     The City's projected budget gaps for the 2000 and 2001 fiscal years do not
reflect the savings expected to result from prior years' programs to close the
gaps set forth in the City Financial Plan. Thus, for example, recurring savings
anticipated from the actions which the City proposes to take to balance the
fiscal year 1998 budget are not taken into account in projecting the budget
gaps for the 2000 and 2001 fiscal years.

     Although the City has maintained balanced budgets in each of its last
seventeen fiscal years, and is projected to achieve balanced operating results
for the 1998 fiscal year, there can be no assurance that the gap- closing
actions proposed in the City Financial Plan can be successfully implemented or
that the City will maintain a balanced budget in future years without
additional State aid, revenue increases or expenditure reductions. Additional
tax increases and reductions in essential City services could adversely affect
the City's economic base.

     Assumptions. The City Financial Plan is based on numerous assumptions,
including the condition of the City's and the region's economy and a modest
employment recovery and the concomitant receipt of economically sensitive tax
revenues in the amounts projected. The City Financial Plan is subject to
various other uncertainties and contingencies relating to, among other factors,
the extent, if any, to which wage increases for City employees exceed the
annual wage costs assumed for the 1998 through 2001 fiscal years; continuation
of projected interest earnings assumptions for pension fund assets and current
assumptions with respect to wages for City employees affecting the City's
required pension fund contributions; the willingness and ability of the State,
in the context of the State's current financial condition, to provide the aid
contemplated by the City Financial Plan and to take various other actions to
assist the City; the ability of HHC, BOE and other such agencies to maintain
balanced budgets; the willingness of the Federal government to provide the
amount of Federal aid contemplated in the City Financial Plan; adoption of the
City's budgets by the City Council in substantially the forms submitted by the
Mayor; the ability of the City to implement proposed reductions in City
personnel and other cost reduction initiatives, and the success with which the
City controls expenditures; the impact of conditions in the real estate market
on real estate tax revenues; the City's ability to market its securities
successfully in the public credit markets; and unanticipated expenditures that
may be incurred as a result of the need to maintain the City's infrastructure.
Certain of these assumptions have been questioned by the City Comptroller and
other public officials.


                                      C-18
<PAGE>

     The projections and assumptions contained in the City Financial Plan are
subject to revision which may involve substantial change, and no assurance can
be given that these estimates and projections, which include actions which the
City expects will be taken but which are not within the City's control, will be
realized. The principal projections and assumptions described below are based
on information available in June 1997.

     City Employees. Substantially all of the City's full-time employees are
members of labor unions. The Financial Emergency Act requires that all
collective bargaining agreements entered into by the City and the Covered
Organizations be consistent with the City's current financial plan, except for
certain awards arrived at through impasse procedures. During a Control Period,
and subject to the foregoing exception, the Control Board would be required to
disapprove collective bargaining agreements that are inconsistent with the
City's current financial plan.

     Under applicable law, the City may not make unilateral changes in wages,
hours or working conditions under any of the following circumstances: (i)
during the period of negotiations between the City and a union representing
municipal employees concerning a collective bargaining agreement; (ii) if an
impasse panel is appointed, then during the period commencing on the date on
which such panel is appointed and ending sixty days thereafter or thirty days
after it submits its report, whichever is sooner, subject to extension under
certain circumstances to permit completion of panel proceedings; or (iii)
during the pendency of an appeal to the Board of Collective Bargaining.
Although State law prohibits strikes by municipal employees, strikes and work
stoppages by employees of the City and the Covered Organizations have occurred.

     The City Financial Plan projects that the authorized number of City-funded
employees whose salaries are paid directly from City funds, as opposed to
federal or State funds or water and sewer funds, will increase from an
estimated level of 203,401 on June 30, 1997 to an estimated level of 203,465 by
June 30, 2001, before implementation of the gap closing program outlined in the
City Financial Plan.

     Contracts with all of the City's municipal unions expired in the 1995 and
1996 fiscal years. The City has reached settlements with unions representing
approximately 86% of the City's workforce. The City Financial Plan reflects the
costs of the settlements and assumes similar increases for all other
City-funded employees.

     The terms of wage settlements could be determined through the impasse
procedure in the New York City Collective Bargaining Law, which can impose a
binding settlement.

     The projections for the 1998 through 2001 fiscal years reflect the costs
of the settlements with the United Federation of Teachers ("UFT") and a
coalition of unions headed by District Council 37 of the American Federation of
State, County and Municipal Employees ("District Council 37"), which together
represent approximately two-thirds of the City's workforce, and assume that the
City will reach agreement with its remaining municipal unions under terms which
are generally consistent with such settlements. The settlement provides for a
wage freeze in the first two years, followed by a cumulative effective wage
increase of 11% by the end of the five year period covered by the proposed
agreements, ending in fiscal years 2000 and 2001. Additional benefit increases
would raise the total cumulative effective increase to 13% above present costs.
Costs associated with similar settlements for all City-funded employees would
total $49 million, $459 million and $1.2 billion in the 1997, 1998 and 1999
fiscal years, respectively, and exceed $2 billion in each fiscal year after the
1999 fiscal year. Subsequently, the City reached settlements, through
agreements or statutory impasse procedures, with bargaining units which,
together with the UFT and District Council 37, represent approximately 86% of
the City's workforce. There can be no assurance that the City will reach an
agreement with the unions that have not yet reached a settlement with the City
on the terms contained in the City Financial Plan.

     Reports on the City Financial Plan. From time to time, the Control Board
staff, MAC, OSDC, the City Comptroller and others issue reports and make public
statements regarding the City's financial condition,


                                      C-19
<PAGE>

commenting on, among other matters, the City's financial plans, projected
revenues and expenditures and actions by the City to eliminate projected
operating deficits. Some of these reports and statements have warned that the
City may have underestimated certain expenditures and overestimated certain
revenues and have suggested that the City may not have adequately provided for
future contingencies. Certain of these reports have analyzed the City's future
economic and social conditions and have questioned whether the City has the
capacity to generate sufficient revenues in the future to meet the costs of its
expenditure increases and to provide necessary services. It is reasonable to
expect that reports and statements will continue to be issued and to engender
public comment.

     On September 18, 1997, the City Comptroller issued a report commenting on
developments with respect to the 1998 fiscal year. The report noted that the
City's adopted budget, which is reflected in the City Financial Plan, had
assumed additional State resources of $612 million in the 1998 fiscal year, and
that the approved State budget provided resources of only $216 million for
gap-closing purposes. The report further noted that, while the City will
receive $322 million more in education aid in the 1998 fiscal year than assumed
in the City's adopted budget, it is unlikely that the funding will be entirely
available for gap-closing purposes. In addition, the report noted that the
City's financial statements currently contain approximately $643 million in
uncollected State education aid receivables from prior years as a result of the
failure of the State to appropriate funds to pay these claims, and that the
staff of BOE has indicated that an additional $302 million in prior year claims
is available for accrual. The report stated that the City Comptroller maintains
the position that no further accrual of prior year aid will take place,
including $75 million in aid assumed in the City's adopted budget for the 1998
fiscal year, unless the State makes significant progress to retire the
outstanding prior year receivables. On October 28, 1997, the City Comptroller
issued a subsequent report commenting on recent developments. With respect to
the 1997 fiscal year, the report noted that the City ended the 1997 fiscal year
with an operating surplus of $1.367 billion, before certain expenditures and
discretionary transfers, of which $1.362 billion was used for expenditures due
in the 1998 fiscal year. With respect to tax revenues for the 1998 fiscal year,
the report noted that total tax revenues in the first quarter of the 1998
fiscal year were $244.3 million above projections in the City Financial Plan,
excluding audit collections which were $31.2 million less than projected. The
report stated that the increased tax revenues included $110.3 million of
greater than projected general property tax receipts, which resulted, in part,
from a prepayment discount program, and increased revenues from the personal
income, banking corporation, general corporation and unincorporated business
taxes. The report noted that Wall Street profits exceeded expectations in the
first half of the 1997 calendar year. However, the report noted that the stock
market in the last two weeks of October has declined as a result of currency
turmoil in Southeast Asia. The report noted that, while tax revenues in the
1998 fiscal year should not be significantly affected by the recent stock
market decline, since there is a lag between activity on Wall Street and City
tax revenues, if the current stock market decline persists, tax revenue
forecasts for subsequent years will have to be revised downward. The report
noted that the City was not affected by the October 1987 stock market crash
until the 1990 fiscal year, when revenues from the City's business and real
estate taxes fell by 20% over the 1989 fiscal year. The report also noted that
expenditures for short-term and long-term debt issued during the first half of
the 1998 fiscal year are estimated to be between approximately $53.9 million
and $58.8 million below levels anticipated in the City's adopted budget for the
1998 fiscal year, approximately $20 million below anticipated levels in the
1999 fiscal year and approximately $30 million below anticipated levels in each
of fiscal years 2000 and 2001 due to less borrowing and lower interest rates
than assumed.

     On July 16, 1997, the City Comptroller issued a report on the City
Financial Plan. With respect to the 1998 fiscal year, the report identified a
possible $112 million surplus or a possible total net budget gap of up to $440
million, depending primarily on whether the tax reduction program proposed in
the City Financial Plan is implemented and the 14% personal income tax
surcharge is extended beyond December 31, 1997. The risks identified in the
report for the 1998 fiscal year include (i) $178 million related to BOE,
resulting primarily from unidentified expenditure reductions and prior year
State aid receivables; (ii) State aid totaling $115 million which is assumed in
the City Financial Plan but not provided for in the Governor's Executive
Budget; (iii)


                                      C-20
<PAGE>

State approval of the extension of the 14% personal income tax surcharge beyond
December 31, 1997, which would generate $169 million in the 1998 fiscal year;
(iv) City proposals for State aid totaling $271 million, including the
acceleration of $142 million of State revenue sharing payments from the 1999
fiscal year to the 1998 fiscal year, which are subject to approval by the
Governor and/or the State Legislature; and (v) the assumed sale of the Coliseum
for $200 million, which may be delayed. The report noted that these risks could
be partially offset by between $597 million and $765 million in potentially
available resources, including $200 million of higher projected tax revenues,
$150 million of possible additional State education aid and the possibility
that the proposed sales tax reduction will not be enacted, which would result
in $157 million of additional tax revenues in the 1998 fiscal year. With
respect to the 1998 fiscal year, the report stated that the City has budgeted
$200 million in the General Reserve and included in the City Financial Plan a
$300 million surplus to be used in the 1999 fiscal year, making the potential
$440 million budget gap manageable. However, the report also expressed concern
as to the sustainability of profits in the securities industry.

     With respect to the 1999 and subsequent fiscal years, the report
identified total net budget gaps of between $1.9 billion and $2.8 billion, $2.6
billion and $4.0 billion, and $2.4 billion and $3.8 billion for the 1999
through 2001 fiscal years, respectively, which include the gaps set forth in
the City Financial Plan. The potential risks and potential available resources
identified in the report for the 1999 through 2001 fiscal years include most of
the risks and resources identified for the 1998 fiscal year, except that the
additional risks for the 1999 through 2001 fiscal years include (i) assumed
payments from the Port Authority relating to the City's claim for back rentals
and an increase in future rentals, part of which are the subject of
arbitration, totaling $350 million, $140 million and $135 million in the
1999-2001 fiscal years, respectively; and (ii) State approval of the extension
of the 12.5% personal income tax surcharge beyond December 31, 1998, which
would generate $190 million, $527 million and $554 million in the 1999 through
2001 fiscal years, respectively.

     On July 15, 1997, the staff of the Control Board issued a report
commenting on the City Financial Plan. The report stated that, while the City
should end the 1998 fiscal year with its budget in balance, the City Financial
Plan still contains large gaps beginning in the 1999 fiscal year, reflecting
revenues which are not projected to grow during the Financial Plan Period and
expenditures which are projected to grow at about the rate of inflation. The
report identified net risks totaling $485 million, $930 million, $1.2 billion
and $1.4 billion for 1998 through 2001 fiscal years, respectively, in addition
to the gaps projected in the City Financial Plan for fiscal years 1999 through
2001. The principal risks identified in the report included (i) potential tax
revenues shortfalls totaling $150 million, $300 million and $400 million for
the 1999 through 2001 fiscal years, respectively, based on historical average
trends; (ii) BOE's structural gap, uncertain State funding of BOE and
implementation by BOE of various unspecified actions, totaling $163 million,
$209 million, $218 million and $218 million in the 1998 through 2001 fiscal
years, respectively; (iii) the proposed sale of certain assets in the 1998
fiscal year totaling $248 million, which could be delayed; (iv) assumed
additional State actions totaling $271 million, $121 million, $125 million and
$129 million in the 1998 through 2001 fiscal years, respectively; (v) revenues
from the extension of the 12.5% personal income tax surcharge beyond December
31, 1998, totaling $188 million, $527 million and $554 million in the 1999
through 2001 fiscal years, respectively, which requires State legislation; and
(vi) the receipt of $350 million, $140 million and $135 million from the Port
Authority in the 1999 through 2001 fiscal years, respectively, which is the
subject of arbitration. Taking into account the risks identified in the report
and the gaps projected in the City Financial Plan, the report projected a gap
of $485 million for the 1998 fiscal year, which could be offset by available
reserves, and gaps $2.7 billion, $4.1 billion and $4.0 billion for the 1999
through 2001 fiscal years, respectively. The report also noted that (i) if the
securities industry or economy slows down to a greater extent than projected,
the City could face sudden and unpredictable changes to its forecast; (ii) the
City's entitlement reduction assumptions require a decline of historic
proportions in the number of eligible welfare recipients; (iii) the City has
not yet shown how the City's projected debt service, which would consume 20% of
tax revenues by the 1999 fiscal year, can be accommodated on a recurring basis;
(iv) the City is deferring recommended capital maintenance; and (v) continuing
growth in enrollment at BOE has helped create projected gaps of over $100
million annually at BOE. However, the report noted that if proposed tax
reductions


                                      C-21
<PAGE>

are not approved, additional revenue will be realized, ranging from $272
million in the 1998 fiscal year to $481 million in the 2001 fiscal year.

     On July 2, 1997, the staff of the OSDC issued a report on the City
Financial Plan. The report projected a potential surplus for the 1998 fiscal
year of $190 million, due primarily to the potential for greater than forecast
tax revenues, and projected budget gaps for the 1999 through 2001 fiscal years
which are slightly less than the gaps set forth in the City Financial Plan for
such years. The report also identified risks of $518 million, $1.1 billion,
$1.3 billion and $1.4 billion for the 1998 through 2001 fiscal years,
respectively. The additional risks identified in the report relate to: (i) the
receipt of Port Authority lease payments totaling $350 million, $140 million
and $135 million in the 1999 through 2001 fiscal years, respectively; (ii) City
proposals for State aid totaling $271 million, $121 million, $125 million and
$129 million in the 1998 through 2001 fiscal years, respectively, including the
acceleration of $142 million of State revenue sharing payments from the 1999
fiscal year to the 1998 fiscal year, which are subject to approval by the
Governor and/or the State Legislature; (iii) the receipt of $200 million in the
1998 fiscal year in connection with the proposed sale of the New York Coliseum;
(iv) the receipt of $47 million in the 1998 fiscal year from the sale of
certain other assets; (v) uncertain State education aid and expenditure
reductions relating to BOE totaling $325 million in each of the 1999 through
2001 fiscal years; (vi) State approval of a three-year extension to the City's
12.5% personal income tax surcharge, which is scheduled to expire on December
31, 1998 and which would generate revenues of $230 million, $525 million and
$550 million in the 1999 through 2001 fiscal years, respectively; and (vii) the
potential for additional funding needs for the City's labor reserve totaling
$104 million, $225 million and $231 million in the 1999 through 2001 fiscal
years, respectively, to pay for collective bargaining increases for the Covered
Organizations, which the City Financial Plan assumes will be paid for by the
Covered Organizations, rather than the City. The report also noted that the
City Financial Plan assumes that the State will extend the 14% personal income
tax that is scheduled to expire in December 1997, which would generate revenues
of $200 million in the 1998 fiscal year and $500 million annually in subsequent
fiscal years, and that the City Financial Plan makes no provision for wage
increases after the expiration of current contracts in fiscal year 2000, which
would add $430 million to the 2001 fiscal year budget gap if employees receive
wage increases at the projected rate of inflation. The report noted that the
City Financial Plan includes an annual General Reserve of $200 million and sets
aside an additional $300 million in the 1998 fiscal year to reduce the budget
gap for the 1999 fiscal year if such funds are not needed in the 1998 fiscal
year. With respect to the gap-closing program for the 1999 through 2001 fiscal
years, the report noted that the City has broadly outlined a program that
relies heavily on unspecified agency actions, savings from reinvention and
other unspecified initiatives and uncertain State aid and entitlement program
reductions which depend on the cooperation of others.

     The report concluded that while 1997 was an unexpectedly good fiscal year
for City revenues, the City projects that the rate of spending for the 1998
fiscal year will grow substantially faster than the rate of revenues,
reflecting increasing costs for labor, debt service, Medicaid and education,
and that the gaps for the subsequent fiscal years continue to present a
daunting challenge. With respect to the economy, the report noted that the
major risks to the City's economic and revenue forecasts continue to relate to
the pace of both the national economy and activity on Wall Street, that the
potential exists for a national recession over the next four years, and that
Wall Street volatility can have a negative effect, as was apparent in 1994 when
the Federal Reserve repeatedly raised interest rates and the profits of
securities firms fell. Other concerns identified in the report include: (i) $76
million in retroactive claims for State education aid included in the City
Financial Plan for the 1998 fiscal year which may not be realized; (ii) a
potential risk of $698 million in State education aid owed to the City by the
State for prior years, all or a portion of which the City could be forced to
write-off if further delays occur in the State agreeing to fund these claims;
and (iii) the potential adverse impact on HHC over the long-term of the planned
expansion of managed care which emphasizes out-patient services with fixed
monthly fees, uncertainty covering projected savings from a proposal that most
Medicaid recipients be required to enroll in managed care, which is subject to
approval by the Federal Government, and the possibility that the recent Federal
budget agreement could substantially reduce aid to hospitals which serve a
large number of medically indigent patients.


                                      C-22
<PAGE>

     On May 27, 1997, the IBO released a report analyzing the financial plan
published on May 8, 1997 (the "May Financial Plan"). In its report, the IBO
estimated gaps of $27 million, $91 million, $2.1 billion, $2.9 billion and $2.9
billion for the 1997 through 2001 fiscal years, respectively, which include the
gaps set forth in the May Financial Plan for fiscal years 1999 through 2001.
The gaps estimated in the IBO report reflect (i) uncertainty concerning the
size and timing of projected airport rents of $270 million and $215 million in
the 1998 and 1999 fiscal years, respectively, which are the subject of an
ongoing dispute between the Port Authority and the City; and (ii) additional
funding needs for the City's labor reserve totaling $104 million, $224 million
and $231 million in the 1999 through 2001 fiscal years, respectively, to pay
for collective bargaining increases for the Covered Organizations, which the
May Financial Plan assumes will be paid for by the Covered Organizations,
rather than the City. These reduced revenues and increased expenditures
identified in the IBO report are substantially offset by tax revenue forecasts
which exceed those in the May Financial Plan. However, the report noted that
the May Financial Plan assumes continued strong revenue growth and that, in the
event of an economic downturn, the City will be required to increase taxes in a
slow economy or reduce spending when it is most needed. With respect to the tax
reductions proposed in the May Financial Plan, the IBO stated that the
principal question is whether the City will be able to afford the tax
reductions. In addition, the report discussed various issues with implications
for the City's 1998 budget. These issues include the reliance in the budget on
a number of State legislative actions, including (i) $294 million from
legislation the City has requested to increase State aid; (ii) $128 million in
savings attributable to both a larger City share of Federal welfare grant funds
and State reforms to Medicaid; and (iii) $115 million to restore expenditure
reductions proposed in the Governor's Executive Budget. The report also noted
that the City's claim for $900 million of State reimbursement of prior year
education expenditures remains unresolved, that proposals affecting the MTA,
including proposals to eliminate two-fare zones for bus and subway riders, will
result in a significant reduction in revenues for the MTA, and that the
implementation of changes in the City's computer system, resulting from the
inability of the current computer system to recognize the year 2000, could cost
the City up to $150 million to $200 million over the next three years. In a
subsequent report released on June 16, 1997, the IBO noted that in the City
Financial Plan the City had deferred to fiscal years 1999 through 2001 the
assumed receipt of back airport rents, and that the tax revenue forecasts for
the 1998 fiscal year in the City Financial Plan are closer than the forecasts
in the May Financial Plan to the IBO's forecast of City tax revenues in its May
report.

     On August 25, 1997, the IBO issued a report relating to recent
developments regarding welfare reform. The report noted that Federal
legislation adopted in August 1997, modified certain aspects of the 1996
Welfare Act, by reducing SSI eligibility restrictions for certain legal aliens
residing in the country as of August 22, 1996, resulting in the continuation of
Federal benefits, by providing funding to the states to move welfare recipients
from public assistance and into jobs and by providing continued Medicaid
Coverage for those children who lose SSI due to stricter eligibility criteria.
In addition, the report noted that the State had enacted the Welfare Reform Act
of 1997 which, among other things, requires the City to achieve work quotas and
other work requirements and requires all able-bodied recipients to work after
receiving assistance for two years. The report noted that this provision could
require the City to spend substantial funds over the next several years for
workfare and day care in addition to the funding reflected in the City
Financial Plan. The report also noted that the State Welfare Reform Act of 1997
established a Food Assistance Program designed to replace Federal food stamp
benefits for certain classes of legal aliens denied eligibility for such
benefits by the 1996 Welfare Act. The report noted that if the City elects to
participate in the Food Assistance Program, it will be responsible for 50% of
the costs for the elderly and disabled. The IBO has stated that it will release
an updated report to provide a detailed analysis of these developments and
their likely impact on the City.

     On October 31, 1996, the IBO released a report assessing the costs that
could be incurred by the City in response to the 1996 Welfare Act, which, among
other things, replaces the AFDC entitlement program with TANF, imposes a
five-year time limit on TANF assistance, requires 50% of states' TANF caseload
to be employed by 2002, and restricts assistance to legal aliens. The report
noted that if the requirement that all recipients work after two years of
receiving benefits is enforced, these additional costs could be substantial


                                      C-23
<PAGE>

starting in 1999, reflecting costs for worker training and supervision of new
workers and increased child care costs. The report further noted that, if
economic performance weakened, resulting in an increased number of public
assistance cases, potential costs to the City could substantially increase.
States are required to develop plans during 1997 to implement the new law. The
report noted that decisions to be made by the State which will have a
significant impact on the City budget include the allocation of block grant
funds between the State and New York local governments such as the City and the
division between the State and its local governments of welfare costs not
funded by the Federal government.

     Finally, the report noted that the new welfare law's most significant
fiscal impact is likely to occur in the years 2002 and beyond, reflecting the
full impact of the lifetime limit on welfare participation which only begins to
be felt in 2002 when the first recipients reach the five-year limit and are
assumed to be covered by Home Relief. In addition, the report noted that, given
the constitutional requirement to care for the needy, the 1996 Welfare Act
might well prompt a migration of benefit-seekers into the City, thereby
increasing City welfare expenditures in the long run. The report concluded that
the impact of the 1996 Welfare Act on the City will ultimately depend on the
decisions of State and City officials, the performance of the local economy and
the behavior of thousands of individuals in response to the new system.

     Seasonal Financing. The City since 1981 has fully satisfied its seasonal
financing needs in the public credit markets, repaying all short-term
obligations within their fiscal year of issuance. Although the City's current
financial plan projects $2.4 billion of seasonal financing for the 1998 fiscal
year, the City expects to undertake only approximately $1.4 billion of seasonal
financing. The City has issued $1.075 billion of short-term obligations on
October 15, 1997 and expects to issue additional short-term obligations to
finance the City's projected cash flow needs for the 1998 fiscal year. The City
issued $2.4 billion of short-term obligations in fiscal year 1997. Seasonal
financing requirements for the 1996 fiscal year increased to $2.4 billion from
$2.2 billion and $1.75 billion in the 1995 and 1994 fiscal years, respectively.
Seasonal financing requirements were $1.4 billion in the 1993 fiscal year. The
delay in the adoption of the State's budget in certain past fiscal years has
required the City to issue short-term notes in amounts exceeding those expected
early in such fiscal years.

     Litigation. The City is a defendant in a significant number of lawsuits.
Such litigation includes, but is not limited to, actions commenced and claims
asserted against the City arising out of alleged constitutional violations,
alleged torts, alleged breaches of contracts and other violations of law and
condemnation proceedings. While the ultimate outcome and fiscal impact, if any,
on the proceedings and claims are not currently predictable, adverse
determinations in certain of them might have a material adverse effect upon the
City's ability to carry out the City Financial Plan. The City is a party to
numerous lawsuits and is the subject of numerous claims and investigations. The
City has estimated that its potential future liability on account of
outstanding claims against it as of June 30, 1997 amounted to approximately
$3.5 billion. This estimate was made by categorizing the various claims and
applying a statistical model, based primarily on actual settlements by type of
claim during the preceding ten fiscal years, and by supplementing the estimated
liability with information supplied by the City's Corporation Counsel.

     On October 9, 1995, Standard & Poor's issued a report which concluded that
proposals to replace the graduated Federal income tax system with a "flat" tax
could be detrimental to the creditworthiness of certain municipal bonds. The
report noted that the elimination of Federal income tax deductions currently
available, including residential mortgage interest, property taxes and state
and local income taxes, could have a severe impact on funding methods under
which municipalities operate. With respect to property taxes, the report noted
that the total valuation of a municipality's tax base is affected by the
affordability of real estate and that elimination of mortgage interest
deduction would result in a significant reduction in affordability and, thus,
in the demand for, and the valuation of, real estate. The report noted that
rapid losses in property valuations would be felt by many municipalities,
hurting their revenue raising abilities. In addition, the report noted that the
loss of the current deduction for real property and state and local income
taxes from Federal income tax


                                      C-24
<PAGE>

liability would make rate increases more difficult and increase pressures to
lower existing rates, and that the cost of borrowing for municipalities could
increase if the tax-exempt status of municipal bond interest is worth less to
investors. Finally, the report noted that tax anticipation notes issued in
anticipation of property taxes could be hurt by the imposition of a flat tax,
if uncertainty is introduced with regard to their repayment revenues, until
property values fully reflect the loss of mortgage and property tax deductions.

     Ratings Agencies. On July 10, 1995, S&P revised downward its rating on
City general obligation bonds from A-to BBB+ and removed City bonds from
CreditWatch. S&P stated that "structural budgetary balance remains elusive
because of persistent softness in the City's economy, highlighted by weak job
growth and a growing dependence on the historically volatile financial services
sector." Other factors identified by S&P's in lowering its rating on City bonds
included a trend of using one-time measures, including debt refinancings, to
close projected budget gaps, dependence on unratified labor savings to help
balance the City Financial Plan, optimistic projections of additional federal
and State aid or mandate relief, a history of cash flow difficulties caused by
State budget delays and continued high debt levels. In 1975, S&P suspended its
A rating of City bonds. This suspension remained in effect until March 1981, at
which time the City received an investment grade rating of BBB from S&P. On
July 2, 1985, S&P revised its rating of City bonds upward to BBB+ and on
November 19, 1987, to A-. On July 10, 1995, S&P revised its rating of City
bonds downward to BBB+, as discussed above. On November 25, 1996, S&P issued a
report which stated that, if the City reached its debt limit without the
ability to issue bonds through other means, it would cause a deterioration in
the City's infrastructure and significant cutbacks in the capital plan which
would eventually impact the City's economy and revenues, and could have
eventual negative credit implications.

     Moody's rating for City general obligation bonds is Baa1. On July 17,
1997, Moody's changed its outlook on City bonds to positive from stable. On
March 1, 1996, Moody's stated that the rating for the City's Baa1 general
obligation bonds remains under review for a possible downgrade pending the
outcome of the adoption of the City's budget for the 1997 fiscal year and in
light of the status of the debate on public assistance and Medicaid reform; the
enactment of a State budget, upon which major assumptions regarding State aid
are dependent, which may be extensively delayed; and the seasoning of the
City's economy with regard to its strength and direction in the face of a
potential national economic slowdown. Moody's ratings of City bonds were
revised in November 1981 from B (in effect since 1977) to Ba1, in November 1983
to Baa, in December 1985 to Baa1, in May 1988 to A and again in February 1991
to Baa1.

     Fitch Investors Service, Inc. ("Fitch") rates City general obligation
bonds A- since July 15, 1993. On February 28, 1996, Fitch placed the City's
general obligation bonds on FitchAlert with negative implications. On November
5, 1996, Fitch removed the City's general obligation bonds from FitchAlert
although Fitch stated that the outlook remains negative. Since then Fitch has
revised the outlook to stable. There is no assurance that such ratings will
continue for any given period of time or that they will not be revised downward
or withdrawn entirely. Any such downward revision or withdrawal could have an
adverse effect on the market prices of the City's general obligation bonds.


                                      C-25
<PAGE>

                                  APPENDIX D

                       SPECIAL INVESTMENT CONSIDERATIONS
                 RELATING TO CALIFORNIA MUNICIPAL OBLIGATIONS

                                   Overview

     The financial condition of the State of California ("California"), its
public authorities and local governments could affect the market values and
marketability of, and therefore the net asset value per share and the interest
income of, the Vista California Tax Free Money Market Fund or the Vista
California Intermediate Tax Free Income Fund, or result in the default of
existing obligations, including obligations which may be held by the Vista
California Tax Free Money Market Fund or the Vista California Intermediate Tax
Free Income Fund. The following section provides only a brief summary of the
complex factors affecting the financial condition of California, and is based
on information obtained from California, as publicly available prior to the
date of this Statement of Additional Information. The information contained in
such publicly available documents has not been independently verified. It
should be noted that the creditworthiness of obligations issued by local
issuers may be unrelated to the creditworthiness of California, and that there
is no obligation on the part of California to make payment on such local
obligations in the event of default in the absence of a specific guarantee or
pledge provided by California.

     During the early 1990's, California experienced significant financial
difficulties, which reduced its credit standing, but the State's finances have
improved since 1994. The ratings of certain related debt of other issuers for
which California has an outstanding lease purchase, guarantee or other
contractual obligation (such as for state-insured hospital bonds) are generally
linked directly to California's rating. Should the financial condition of
California deteriorate again, its credit ratings could be further reduced, and
the market value and marketability of all outstanding notes and bonds issued by
California, its public authorities or local governments could be adversely
affected.

     Economic Factors. California's economy is the largest among the 50 states
and one of the largest in the world. The State's population of more than 32
million represents over 12% of the total United States population and grew by
26% in the 1980s, more than double the national rate. Population growth slowed
to less than 1% annually in 1994 and 1995, but rose to 1.9% in 1996. During the
early 1990's, net population growth in the State was due to births and foreign
immigration.

     Total personal income in the State, at an estimated $810 billion in 1996,
accounts for almost 13% of all personal income in the nation. Total employment
is over 14 million, the majority of which is in the service, trade and
manufacturing sectors.

     From mid-1990 to late 1993, the State suffered a recession with the worst
economic, fiscal and budget conditions since the 1930s. Construction,
manufacturing (especially aerospace), and financial services, among others,
were all severely affected, particularly in Southern California. Job losses
were the worst of any post-war recession. Employment levels stabilized by late
1993 and steady job growth has occurred since early 1994. Pre-recession job
levels were reached in 1996. Unemployment, while remaining higher than the
national average, has come down from its 10% recession peak to 6.5% in spring,
1997. Economic indicators show a steady and strong recovery underway in
California since the start of 1994 particularly in export-related industries,
services, electronics, entertainment and tourism. The residential housing
sector grew much more slowly than in prior recoveries, but by late 1997 had
reached prerecession levels of new housing starts. Recent developments in Asian
economies may impact exports, but it is not yet clear whether how these
developments will affect the State's economy overall. Any delay or reversal of
the recovery may create new shortfalls in State revenues.


                                      D-1
<PAGE>

     Constitutional Limitations on Taxes, Other Charges and Appropriations

     Limitation on Property Taxes. Certain California Municipal Obligations may
be obligations of issuers which rely in whole or in part, directly or
indirectly, on ad valorem property taxes as a source of revenue. The taxing
powers of California local governments and districts are limited by Article
XIIIA of the California Constitution, enacted by the voters in 1978 and
commonly known as "Proposition 13." Briefly, Article XIIIA limits to 1% of full
cash value of the rate of ad valorem property taxes on real property and
generally restricts the reassessment of property to 2% per year, except under
new construction or change of ownership (subject to a number of exemptions).
Taxing entities may, however, raise ad valorem taxes above the 1% limit to pay
debt service on voter-approved bonded indebtedness.

     Under Article XIIIA, the basic 1% ad valorem tax levy is applied against
the assessed value of property as of the owner's date of acquisition (or as of
March 1, 1975, if acquired earlier), subject to certain adjustments. This
system has resulted in widely varying amounts of tax on similarly situated
properties. Several lawsuits have been filed challenging the acquisition-based
assessment system of Proposition 13, but it was upheld by the U.S. Supreme
Court in 1992.

     Article XIIIA prohibits local governments from raising revenues through ad
valorem taxes above the 1% limit; it also requires voters of any governmental
unit to give two-thirds approval to levy any "special tax." Court decisions,
however, allowed a non-voter approved levy of "general taxes" which were not
dedicated to a specific use.

     Limitations on Other Taxes, Fees and Charges. On November 5, 1996, the
voters of the State approved Proposition 218, called the "Right to Vote on
Taxes Act." Proposition 218 added Articles XIIIC and XIIID to the State
Constitution, which contain a number of provisions affecting the ability of
local agencies to levy and collect both existing and future taxes, assessments,
fees and charges.

     Article XIIIC requires that all new or increased local taxes be submitted
to the electorate before they become effective. Taxes for general governmental
purposes require a majority vote and taxes for specific purposes require a
two-thirds vote. Further, any general purpose tax which was imposed, extended
or increased without voter approval after December 31, 1994 must be approved by
a majority vote within two years.

     Article XIIID contains several new provisions making it generally more
difficult for local agencies to levy and maintain "assessments" for municipal
services and programs. Article XIIID also contains several new provisions
affecting "fees" and "charges", defined for purposes of Article XIIID to mean
"any levy other than an ad valorem tax, a special tax, or an assessment,
imposed by a [local government] upon a parcel or upon a person as an incident
of property ownership, including a user fee or charge for a property related
service." All new and existing property related fees and charges must conform
to requirements prohibiting, among other things, fees and charges which
generate revenues exceeding the funds required to provide the property related
service or are used for unrelated purposes. There are new notice, hearing and
protest procedures for levying or increasing property related fees and charges,
and, except for fees or charges for sewer, water and refuse collection services
(or fees for electrical and gas service, which are not treated as "property
related" for purposes of Article XIIID), no property related fee or charge may
be imposed or increased without majority approval by the property owners
subject to the fee or charge or, at the option of the local agency, two-thirds
voter approval by the electorate residing in the affected area.

     In addition to the provisions described above, Article XIIIC removes
limitations on the initiative power in matters of local taxes, assessments,
fees and charges. Consequently, local voters could, by future initiative,
repeal, reduce or prohibit the future imposition or increase of any local tax,
assessment, fee or charge. It is unclear how this right of local initiative may
be used in cases where taxes or charges have been or will be specifically
pledged to secure debt issues.

                                      D-2
<PAGE>

     The interpretation and application of Proposition 218 will ultimately be
determined by the courts with respect to a number of matters, and it is not
possible at this time to predict with certainly the outcome of such
determinations. Proposition 218 is generally viewed as restricting the fiscal
flexibility of local governments, and for this reason, some ratings of
California cities and counties have been, and others may be, reduced.

     Appropriations Limits. The State and its local governments are subject to
an annual "appropriations limit" imposed by Article XIIIB of the California
Constitution, enacted by the voters in 1979 and significantly amended by
Propositions 98 and 111 in 1988 and 1990, respectively. Article XIIIB prohibits
the State or any covered local government from spending "appropriations subject
to limitation" in excess of the appropriations limit imposed. "Appropriations
subject to limitation" are authorizations to spend "proceeds of taxes," which
consist of tax revenues and certain other funds, including proceeds from
regulatory licenses, user charges or other fees, to the extent that such
proceeds exceed the cost of providing the product or service, but "proceeds of
taxes" exclude most State subventions to local governments. No limit is imposed
on appropriations of funds which are not "proceeds of taxes," such as
reasonable user charges or fees, and certain other non-tax funds, including
bond proceeds.

     Among the expenditures not included in the Article XIIIB appropriations
limit are (1) the debt service cost of bonds issued or authorized prior to
January 1, 1979, or subsequently authorized by the voters, (2) appropriations
arising from certain emergencies declared by the Governor, (3) appropriations
for certain capital outlay projects, (4) appropriations by the State of
post-1989 increases in gasoline taxes and vehicle weight fees, and (5)
appropriations made in certain cases of emergency.

     The appropriations limit for each year is adjusted annually to reflect
changes in cost of living and population, and any transfers of service
responsibilities between government units. The definitions for such adjustments
were liberalized in 1990 to follow more closely growth in the State's economy.

     "Excess" revenues are measured over a two year cycle. Local governments
must return any excess to taxpayers by rate reductions. The State must refund
50% of any excess, with the other 50% paid to schools and community colleges.
With more liberal annual adjustment factors since 1988, and depressed revenues
since 1990 because of the recession, few governments are currently operating
near their spending limits, but this condition may change over time. Local
governments may by voter approval exceed their spending limits for up to four
years. During fiscal year 1986-87, State receipts from proceeds of taxes
exceeded its appropriations limit by $1.1 billion, which was returned to
taxpayers. Since that year, appropriations subject to limitation have been
under the State limit. State appropriations were $6.7 billion under the limit
for fiscal year 1996-97.

     Because of the complex nature of Articles XIIIA, XIIIB, XIIIC and XIIID of
the California Constitution, the ambiguities and possible inconsistencies in
their terms, and the impossibility of predicting future appropriations or
changes in population and cost of living, and the probability of continuing
legal challenges, it is not currently possible to determine fully the impact of
these Articles on California Municipal Obligations or on the ability of the
State or local governments to pay debt service on such California Municipal
Obligations. It is not possible, at the present time, to predict the outcome of
any pending litigation with respect to the ultimate scope, impact or
constitutionality of these Articles or the impact of any such determinations
upon State agencies or local governments, or upon their ability to pay debt
service on their obligations. Further initiatives or legislative changes in
laws or the California Constitution may also affect the ability of the State or
local issuers to repay their obligations.

                    Obligations of the State of California

     Under the California Constitution, debt service on outstanding general
obligation bonds is the second charge to the General Fund after support of the
public school system and public institutions of higher education. As of
November 1, 1997, the State had outstanding approximately $18.2 billion of
long-term general


                                      D-3
<PAGE>

obligation bonds, plus $618 million of general obligation commercial paper
which will be refunded by long-term bonds in the future, and $6.1 billion of
lease-purchase debt supported by the State General Fund. The State also had
about $8.7 billion of authorized and unissued long-term general obligation
bonds and lease-purchase debt. In FY 1996-97, debt service on general
obligation bonds and lease purchase debt was approximately 5.0% of General Fund
revenues.

     Recent Financial Results. The principal sources of General Fund revenues
in 1995-1996 were the California personal income tax (45% of total revenues),
the sales tax (34%), bank and corporation taxes (13%), and the gross premium
tax on insurance (2%). The State maintains a Special Fund for Economic
Uncertainties (the "SFEU"), derived from General Fund revenues, as a reserve to
meet cash needs of the General Fund, but which is required to be replenished as
soon as sufficient revenues are available. Year-end balances in the SFEU are
included for financial reporting purposes in the General Fund balance. Because
of the recession and an accumulated budget deficit, no reserve was budgeted in
the SFEU from 1992-93 to 1995-96.

     General. Throughout the 1980's, State spending increased rapidly as the
State population and economy also grew rapidly, including increased spending
for many assistance programs to local governments, which were constrained by
Proposition 13 and other laws. The largest State program is assistance to local
public school districts. In 1988, an initiative (Proposition 98) was enacted
which (subject to suspension by a two-thirds vote of the Legislature and the
Governor) guarantees local school districts and community college districts a
minimum share of State General Fund revenues (currently about 35%).

     Starting in mid-1990, the State has faced adverse economic, fiscal, and
budget conditions. The 1990-1994 economic recession seriously affected State
tax revenues. It also caused increased expenditures for health and welfare
programs. The State is also facing a structural imbalance in its budget with
the largest programs supported by the General Fund (education, health, welfare
and corrections) growing at rates significantly higher than the growth rates
for the principal revenue sources of the General Fund. These structural
concerns will be exacerbated in coming years by the expected need to
substantially increase capital and operating funds for corrections as a result
of a "Three Strikes" law enacted in 1994.

     Recent Budgets. As a result of the recession and these factors, among
others, the State experienced substantial revenue shortfalls, and greater than
anticipated social service costs, in the early 1990's. The State accumulated
and sustained a budget deficit in the budget reserve, the SFEU, approaching
$2.8 billion at its peak at June 30, 1993. The Legislature and Governor agreed
on a number of different steps to respond to the adverse financial conditions
and produce Budget Acts in the Years 1991-92 to 1994-95 (although not all of
these actions were taken in each year):

     o significant cuts in health and welfare program expenditures;

     o transfers of program responsibilities and some funding sources from the
       State to local governments, coupled with some reduction in mandates on
       local government;

     o transfer of about $3.6 billion in annual local property tax revenues from
       cities, counties, redevelopment agencies and some other districts to
       local school districts, thereby reducing State funding for schools;

     o reduction in growth of support for higher education programs, coupled
       with increases in student fees;

     o revenue increases (particularly in the 1992-93 Fiscal Year budget), most
       of which were for a short duration;

     o increased reliance on aid from the federal government to offset the costs
       of incarcerating, educating and providing health and welfare services to
       undocumented aliens (although these efforts have produced much less
       federal aid than the State Administration had requested); and


                                      D-4
<PAGE>

     o various one-time adjustment and accounting changes (some of which have
       been challenged in court).

     The combination of stringent budget actions cutting State expenditures,
and the turnaround of the economy by late 1993, finally led to the restoration
of positive financial results, with revenues equaling or exceeding expenditures
starting in FY 1992-93. As a result, the accumulated budget deficit of about
$2.8 billion was eliminated by June 30, 1997, when the State showed a positive
balance of about $408 million, on a budgetary basis, in the SFEU.

     A consequence of the accumulated budget deficits in the early 1990's,
together with other factors such as disbursement of funds to local school
districts "borrowed" from future fiscal years and hence not shown in the annual
budget, was to significantly reduce the State's cash resources available to pay
its ongoing obligations. The State's cash condition became so serious that from
late spring 1992 until 1995, the State had to rely on issuance of short term
notes which matured in a subsequent fiscal year to finance its ongoing deficit,
and pay current obligations. For a two-month period in the summer of 1992,
pending adoption of the annual Budget Act, the State was forced to issue
registered warrants (IOUs) to some of its suppliers, employees and other
creditors. The last of these deficit notes was repaid in April, 1996.

     The 1995-96 and 1996-97 Budget Acts reflected significantly improved
financial conditions, as the State's economy recovered and tax revenues soared
above projections. Over the two years, revenues averaged about $2 billion
higher than initially estimated. Most of the additional revenues were allocated
to school funding, as required by Proposition 98, and to make up shortfalls in
federal aid for health and welfare costs and costs of illegal aliens. The
budgets for both these years showed strong increases in funding for K-14 public
education, including implementation of initiatives to reduce class sizes for
lower elementary grades to not more than 20 pupils. Higher education funding
also increased. Spending for health and welfare programs was kept in check, as
previously-implemented cuts in benefit levels were retained.

     The final results for FY 1996-97 showed General Fund revenues of $49.2
billion and expenditures of $48.9 billion. The improved revenues allowed the
repayment of the last of the recession-induced budget deficits; the SFEU had a
balance of $408 million on a budgetary basis ($281 million on a cash basis) as
of June 30, 1997, the first significant positive balance in the decade. In
1996-97, the State implemented its regular cash flow borrowing program with the
issuance of $3.0 billion of Revenue Anticipation Notes which matured on June
30, 1997, and did not require any external borrowing over the end of the fiscal
year.

     Fiscal Year 1997-98 Budget. With continued strong economic recovery and
surging tax receipts, the State entered the 1997-98 Fiscal Year in the
strongest financial position in the decade. However, in May 1997, the
California Supreme Court ruled that the State had acted illegally in 1993 and
1994 by using a deferral of payments to the Public Employees Retirement Fund to
help balance earlier budgets. In response to this court decision, the Governor
ordered an immediate repayment to the Retirement Fund of about $1.235 billion,
which was made in late July, 1997, and substantially "used up" the expected
additional revenues for the fiscal year.

     On August 18, 1997, the Governor signed the 1997-98 Budget Act. The Budget
Act assumes General Fund revenues and transfers of $52.5 billion, and contains
expenditures of $52.8 billion. As a result, the budget reserve (SFEU) is
reduced to an estimated $112 million at June 30, 1998. The Budget Act also
contains $14.4 billion of Special Fund expenditures. Following enactment of the
Budget Act, the State plans to carry out its normal annual cash flow borrowing,
totaling $3.0 billion to mature June 30, 1998.

     The 1997-98 Budget Act provides another year of rapidly increasing funding
for K-14 public education. Total General Fund support will reach $5,150 per
pupil, more than 20% higher than the recession-period levels which were in
effect as late as FY 1993-94. The $1.75 billion in new funding will be spent on
class size reduction and other initiatives, as well as fully funding growth and
cost of living increases. Support


                                      D-5
<PAGE>

for higher education units in the State also increased by about 6 percent.
Because of the pension payment, most other State programs were funded at levels
consistent with prior years, and several initiatives had to be dropped. These
included additional assistance to local governments, state employee raises, and
funding of a bond bank.

     Part of the 1997-98 Budget Act was completion of State welfare reform
legislation to implement the new federal law passed in 1996. The new State
program, called "CalWORKs," to become effective January 1, 1998, will emphasize
programs to bring aid recipients into the workforce. As required by federal
law, new time limits will be placed on receipt of welfare aid. Grant levels for
1997-98 remain at the reduced, prior years' levels.

     Although, as noted, the 1997-98 Budget Act projects a budget reserve in
the SFEU of $112 million on June 30, 1998, the General Fund fund balance on
that date also reflects $1.25 billion of "loans" which the General Fund made to
local schools in the recession years, representing cash outlays above the
mandatory minimum funding level. Settlement of litigation over these
transactions in July 1996 calls for repayment of these loans over the period
ending in 2001-02, about equally split between outlays from the General Fund
and from schools' entitlements. The 1997-98 Budget Act contained a $200 million
appropriation from the General Fund toward this settlement.

     Department of Finance reports in December, 1997 indicated that General
Fund revenues for the first five months of the fiscal year were about 2.2%
below projections, with most of the shortfall attributable to a 20% shortfall
in bank and corporation tax receipts. Receipts from personal income taxes
(principally from withholding) and sales taxes, which together are the
strongest indicators of the economy's condition, were essentially on target. A
more detailed projection of FY 1997-98 and FY 1998-99 revenues and expenditures
will be released by the Governor in early January as part of his 1998-99 Budget
Proposal.

     Although the State's strong economy is producing record revenues to the
State government, the State's budget continues to be under stress from mandated
spending on education, a rising prison population, and social needs of a
growing population with many immigrants. These factors which limit State
spending growth also put pressure on local governments. There can be no
assurances that, if economic conditions weaken, or other factors intercede, the
State will not experience budget gaps in the future.

     Bond Rating. The ratings on California's long-term general obligation
bonds were reduced in the early 1990's from "AAA" levels which had existed
prior to the recession. In 1996, Fitch and Standard & Poor's raised their
ratings of California's general obligation bonds, which as of November 1997
were assigned ratings of "A+" from Standard & Poor's, "A1" from Moody's and
"AA-" from Fitch.

     There can be no assurance that such ratings will be maintained in the
future. It should be noted that the creditworthiness of obligations issued by
local California issuers may be unrelated to creditworthiness of obligations
issued by the State of California, and that there is no obligation on the part
of the State to make payment on such local obligations in the event of default.

     Legal Proceedings. The State is involved in certain legal proceedings
(described in the State's recent financial statements) that, if decided against
the State, may require the State to make significant future expenditures or may
substantially impair revenues. Trial courts have recently entered tentative
decisions or injunctions which would overturn several parts of the State's
recent budget compromises. The matters covered by these lawsuits include
reductions in welfare payments and the use of certain cigarette tax funds for
health costs. All of these cases are subject to further proceedings and
appeals, and if California eventually loses, the final remedies may not have to
be implemented in one year.

                         Obligations of Other Issuers

     Other Issuers of California Municipal Obligations. There are a number of
State agencies, instrumentalities and political subdivisions of the State that
issue Municipal Obligations, some of which may be conduit revenue obligations
payable from payments from private borrowers. These entities are subject to


                                      D-6
<PAGE>

various economic risks and uncertainties, and the credit quality of the
securities issued by them may vary considerably from the credit quality of
obligations backed by the full faith and credit of the State.

     State Assistance. Property tax revenues received by local governments
declined more than 50% following passage of Proposition 13. Subsequently, the
California Legislature enacted measures to provide for the redistribution of
the State's General Fund surplus to local agencies, the reallocation of certain
State rev enues to local agencies and the assumption of certain governmental
functions by the State to assist municipal issuers to raise revenues. Total
local assistance from the State's General Fund was budgeted at approximately
75% of General Fund expenditures in recent years, including the effect of
implementing reductions in certain aid programs. To reduce State General Fund
support for school districts, the 1992-93 and 1993-94 Budget Acts caused local
governments to transfer $3.9 billion of property tax revenues to school
districts, representing loss of the post-Proposition 13 "bailout" aid. Local
governments have in return received greater revenues and greater flexibility to
operate health and welfare programs. While the Governor initially proposed to
grant new aid to local governments from the State's improved fiscal condition
in 1997-98, the decision to repay the State pension fund eliminated these
moneys.

     To the extent the State should be constrained by its Article XIIIB
appropriations limit, or its obligation to conform to Proposition 98, or other
fiscal considerations, the absolute level, or the rate of growth, of State
assistance to local governments may continue to be reduced. Any such reductions
in State aid could compound the serious fiscal constraints already experienced
by many local governments, particularly counties. At least one rural county
(Butte) publicly announced that it might enter bankruptcy proceedings in August
1990, although such plans were put off after the Governor approved legislation
to provide additional funds for the county. Other counties have also indicated
that their budgetary condition is extremely grave. Los Angeles County, the
largest in the State, was forced to make significant cuts in services and
personnel, particularly in the health care system, in order to balance its
budget in FY1996-96 and FY1996-97. Los Angeles County's debt was downgraded by
Moody's and S&P in the summer of 1995. Orange County, which emerged from
Federal Bankruptcy Court protection in June 1996, has significantly reduced
county services and personnel, and faces strict financial conditions following
large investment fund losses in 1994 which resulted in bankruptcy.

     Counties and cities may face further budgetary pressures as a result of
changes in welfare and public assistance programs, which were enacted in
August, 1997 in order to comply with the federal welfare reform law. Generally,
counties play a large role in the new system, and are given substantial
flexibility to develop and administer programs to bring aid recipients into the
workforce. Counties are also given financial incentives if either at the county
or statewide level, the "Welfare-to-Work" programs exceed minimum targets;
counties are also subject to financial penalties for failure to meet such
targets. Counties remain responsible to provide "general assistance" for
able-bodied indigents who are ineligible for other welfare programs. The
long-term financial impact of the new CalWORKs system on local governments is
still unknown.

     Assessment Bonds. California Municipal Obligations which are assessment
bonds may be adversely affected by a general decline in real estate values or a
slowdown in real estate sales activity. In many cases, such bonds are secured
by land which is undeveloped at the time of issuance but anticipated to be
developed within a few years after issuance. In the event of such reduction or
slowdown, such development may not occur or may be delayed, thereby increasing
the risk of a default on the bonds. Because the special assessments or taxes
securing these bonds are not the personal liability of the owners of the
property assessed, the lien on the property is the only security for the bonds.
Moreover, in most cases the issuer of these bonds is not required to make
payments on the bonds in the event of delinquency in the payment of assessments
or taxes, except from amounts, if any, in a reserve fund established for the
bonds.

     California Long Term Lease Obligations. Based on a series of court
decisions, certain long-term lease obligations, though typically payable from
the general fund of the State or a municipality, are not considered
"indebtedness" requiring voter approval. Such leases, however, are subject to
"abatement" in the


                                      D-7
<PAGE>

event the facility being leased is unavailable for beneficial use and occupancy
by the municipality during the term of the lease. Abatement is not a default,
and there may be no remedies available to the holders of the certificates
evidencing the lease obligation in the event abatement occurs. The most common
cases of abatement are failure to complete construction of the facility before
the end of the period during which lease payments have been capitalized and
uninsured casualty losses to the facility (e.g., due to earthquake). In the
event abatement occurs with respect to a lease obligation, lease payments may
be interrupted (if all available insurance proceeds and reserves are exhausted)
and the certificates may not be paid when due. Litigation is brought from time
to time which challenges the constitutionality of such lease arrangements.

                             Other Considerations

     The repayment of industrial development securities secured by real
property may be affected by California laws limiting foreclosure rights of
creditors. Securities backed by health care and hospital revenues may be
affected by changes in State regulations governing cost reimbursements to
health care providers under Medi-Cal (the State's Medicaid program), including
risks related to the policy of awarding exclusive contracts to certain
hospitals.

     Limitations on ad valorem property taxes may particularly affect "tax
allocation" bonds issued by California redevelopment agencies. Such bonds are
secured solely by the increase in assessed valuation of a redevelopment project
area after the start of redevelopment activity. In the event that assessed
values in the redevelopment project decline (e.g., because of a major natural
disaster such as an earthquake), the tax increment revenue may be insufficient
to make principal and interest payments on these bonds. Both Moody's and S&P
suspended ratings on California tax allocation bonds after the enactment of
Articles XIIIA and XIIIB, and only resumed such ratings on a selective basis.

     Proposition 87, approved by California voters in 1988, requires that all
revenues produced by a tax rate increase go directly to the taxing entity which
increased such tax rate to repay that entity's general obligation indebtedness.
As a result, redevelopment agencies (which, typically, are the issuers of tax
allocation securities) no longer receive an increase in tax increment when
taxes on property in the project area are increased to repay voter-approved
bonded indebtedness.

     The effect of these various constitutional and statutory changes upon the
ability of California municipal securities issuers to pay interest and
principal on their obligations remains unclear. Furthermore, other measures
affecting the taxing or spending authority of California or its political
subdivisions may be approved or enacted in the future. Legislation has been or
may be introduced which would modify existing taxes or other revenue-raising
measures or which either would further limit or, alternatively, would increase
the abilities of state and local governments to impose new taxes or increase
existing taxes. It is not possible, at present, to predict the extent to which
any such legislation will be enacted. Nor is it possible, at present, to
determine the impact of any such legislation on California Municipal
Obligations in which the Fund may invest, future allocations of state revenues
to local governments or the abilities of state or local governments to pay the
interest on, or repay the principal of, such California Municipal Obligations.

     Substantially all of California is within an active geologic region
subject to major seismic activity. Northern California in 1989 and Southern
California in 1994 experienced major earthquakes causing billions of dollars in
damages. The federal government provided more than $13 billion in aid for both
earthquakes, and neither event is expected to have any long-term negative
economic impact. Any California Municipal Obligation in the Fund could be
affected by an interruption of revenues because of damaged facilities, or,
consequently, income tax deductions for casualty losses or property tax
assessment reductions. Compensatory financial assistance could be constrained
by the inability of (i) an issuer to have obtained earthquake insurance
coverage rates; (ii) an insurer to perform on its contracts of insurance in the
event of widespread losses; or (iii) the federal or State government to
appropriate sufficient funds within their respective budget limitations.


                                      D-8
<PAGE>

                                MUTUAL FUND TRUST

                            PART C. OTHER INFORMATION

   
ITEM 23.    Exhibits

Exhibit
Number
- -------
1           Declaration of Trust. (1)
2           By-laws. (1)
3           None.
4(a)        Form of Investment Advisory Agreement.(6)
4(b)        Form of Investment Subadvisory Agreement between The Chase
            Manhattan Bank and Chase Asset Management, Inc.(6)
4(c)        Form of Investment Sub-Advisory Agreement between The
            Chase Manhattan Bank and Texas Commerce Bank, National 
            Association. (7)
5           Distribution and Sub-Administration Agreement dated August 21,
            1995.(6)
6(a)        Retirement Plan for Eligible Trustees.(6)
6(b)        Deferred Compensation Plan for Eligible Trustees.(6)
7           Form of Custodian Agreement. (1)
8(a)        Form of Transfer Agency Agreement. (1)
8(b)        Form of Shareholder Servicing Agreement. (6)
8(c)        Form of Administration Agreement.(6)
9           Opinion of Reid & Priest re: Legality of Securities being
            Registered. (2)
10          Consent of Price Waterhouse LLP. (11)
11          Financial statements:

            In Part B: Financial Statements and the Reports thereon for the
                       Funds filed herein for the fiscal year ended August 31,
                       1996 are incorporated by reference into Part B as part
                       of the 1996 Annual Reports to Shareholders for such
                       Funds as filed with the Securities and Exchange
                       Commission by the Registrant on Form N-30D on November
                       5, 1996, accession number 0000950123-96-006191 
                       and on Form N-30D on November 5, 1996, accession number
                       0000950123-96-006192. Financial Statements and the
                       Reports thereon for The 100% U.S. Treasury Securities
                       Money Market Fund and The Cash Management Fund of The
                       Hanover Funds, Inc. for the fiscal year ended November
                       30, 1995 are incorporated by reference into Part B as
                       part of the 1995 Annual Reports to Shareholders for such
                       funds as filed with the Securities and Exchange
                       Commission by The Hanover Funds, Inc. on Form N-30D on
                       February 2, 1996, accession number 0000950123-96-000335.
12          None.
13(a)       Forms of Rule 12b-1 Distribution Plans including Selected Dealer
            Agreements and Shareholder Service Agreements. (1) and (3)
13(b)       Form of Rule 12b-1 Distribution Plan (including forms of
            Selected Dealer Agreement and Shareholder Servicing Agreement).(6)
13(c)       Form of Rule 12b-1 Plan - Class C Shares (including forms of
            Shareholder Servicing Agreements). (12)

    


                                      C-1
<PAGE>
   
14.         Financial Data Schedule. (8)

15.         Form of Rule 18f-3 Multi-Class Plan. (12)



99(a)       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)
99(b)       Powers of Attorney for: Sarah E. Jones and Leonard M. Spalding,
            Jr. (12)
- -------------------
(1)  Filed as an Exhibit to the Registration Statement on Form N-1A of the
     Registrant (File No. 33-75250) as filed with the Securities and Exchange
     Commission on February 14, 1994.
(2)  Filed as an Exhibit to Pre-Effective Amendment No. 1 to the Registration
     Statement on Form N-1A of the Registrant (File No. 33-75250) as filed with
     the Securities and Exchange Commission on April 18, 1994.
(3)  Filed as an Exhibit to Post-Effective Amendment No. 1 to the Registration
     Statement on Form N-1A of the Registrant (File No. 33-75250) as filed with
     the Securities and Exchange Commission on August 29, 1994.
(4)  Filed as an Exhibit to Post-Effective Amendment No. 2 to the Registration
     Statement on Form N-1A of the Registrant (File No. 33-75250) as filed with
     the Securities and Exchange Commission on October 28, 1994.
(5)  Filed as an Exhibit to Post-Effective Amendment No. 3 to the Registration
     Statement on Form N-1A of the Registrant (File No. 33- 75250) as filed
     with the Securities and Exchange Commission on October 31, 1995.
(6)  Filed as an Exhibit to Post-Effective Amendment No. 4 to the Registration 
     Statement on Form N-1A of the Registrant as filed with the Securities and
     Exchange Commission on December 28, 1995.
(7)  Filed as an Exhibit to Post-Effective Amendment No. 5 to the Registration 
     Statement on Form N-1A of the Registrant as filed with the Securities and
     Exchange Commission on March 7, 1996.
(8)  Filed as an Exhibit to Post-Effective Amendment No. 6 to the Registration 
     Statement on Form N-1A of the Registrant as filed with the Securities and 
     Exchange Commission on April 22, 1996.
(9)  Filed as an exhibit to Post-Effective Amendment No. 7 to the Registration
     Statement on Form N-1A of the Registrant as filed with the Securities and
     Exchange Commission on September 6, 1996.
(10) Filed as an exhibit to Post-Effective Amendment No. 8 to the Registration
     Statement on Form N-1A of the Registrant as filed with the Securities and
     Exchange Commission on December 27, 1996.
(11) To be filed by amendment.
(12) Filed as an exhibit to Post-Effective Amendment No. 10 to the Registration
     Statement on Form N-1A of the Registrant as filed with the Securities and
     Exchange Commission on October 27, 1997.

ITEM 24. Persons Controlled by or Under Common Control with Registrant

         Not applicable
    


       

                                       C-2

<PAGE>

       

   
ITEM 25.  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 26(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.

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

   
Item 26(b)
    

Chase Asset Management ("CAM" is an Investment Advisor providing investment
services to institutional clients.

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

<TABLE>
<CAPTION>

                                                       Principal Occupation or Other
                         Position with                 Employment of a Substantial
Name                     the Adviser                   Nature During Past Two Years
- ----                     -------------                 -----------------------------
<S>                      <C>                           <C>
James Zeigon             Chairman and Director         Director of Chase
                                                       Asset Management
                                                       (London) Limited

Steven Prostano          Executive Vice President      Chief Operating Officer
                         and Chief Operating Officer   and Director of Chase
                                                       Asset Management
                                                       (London) Limited

Mark Richardson          President and Chief           Chief Investment Officer
                         Investment Officer            and Director of Chase
                                                       Asset Management
                                                       (London) Limited
</TABLE>

   
Item 26(c)
    

Texas Commerce Bank National Association ("TCB") is an Investment Adviser and 
its business has been that of a national bank.

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

<TABLE>
<CAPTION>

                                                       Principal Occupation or Other
                         Position with                 Employment of a Substantial
Name                     Sub-Adviser                   Nature During Past Two Years
- ----                     -------------                 -----------------------------
<S>                      <C>                           <C>
John L. Adams            Director, Vice Chairman       None

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


                                      C-6

<PAGE>

                                                       Principal Occupation or Other
                         Position with                 Employment of a Substantial
Name                     Sub-Adviser                   Nature During Past Two Years
- ----                     -------------                 -----------------------------

David W. Biegler         Director                      Chairman, President and CEO,
                                                       ENSERCH Corporation, 300 South
                                                       St. Paul St., Dallas, TX 75201

Robert W. Bishop         Executive Vice President      None

Alan R. Buckwalter, III  Director, Vice Chairman       None

H. Worth Burke           Executive Vice President      None

Charles W. Duncan        Director                      Investments, 600 Travis, 
                                                       Houston, TX 77002-3007

Dan S. Hallmark          Chairman and CEO              None
                         TCB-Beaumont

Dennis R. Hendrix        Director                      Chairman, PanEnergy Corp.,
                                                       P.O. Box 1642, Houston, TX
                                                       77251-1642

Harold S. Hook           Director                      Chairman and CEO, American
                                                       General Corporation, P.O. Box
                                                       3247, Houston TX 77253

                                      C-7

<PAGE>

                                                       Principal Occupation or Other
                         Position with                 Employment of a Substantial
Name                     Sub-Adviser                   Nature During Past Two Years
- ----                     -------------                 -----------------------------

Robert C. Hunter         Director, Vice Chairman       None

Ed Jones                 President and CEO, TCB-       None
                         Midland

R. Bruce LaBoon          Director                      Managing Partner, Liddell, Sapp,
                                                       Zivley, Hill & LaBoon, L.L.P.,
                                                       3400 Texas Commerce Tower,
                                                       Houston, TX 77002-3004

Shelaghmichael           Executive Vice President      None
C. Lents

S. Todd Maclin           President, TCB-Dallas,        None
                         Executive Vice President

Beverly H. McCaskill     Executive Vice President      None

Joe C. McKinney          Chairman and CEO TCB-San      None
                         Antonio

                                      C-8

<PAGE>


                                                       Principal Occupation or Other
                         Position with                 Employment of a Substantial
Name                     Sub-Adviser                   Nature During Past Two Years
- ----                     -------------                 -----------------------------

Scott J. McLean          Chairman and CEO TCB-El Paso  None

Randal B. McLelland      President and CEO, TCB-       None
                         Rio Grande Valley

David L. Mendez          Executive Vice President      None

W. Merriman Morton       Chairman and CEO TCB-Austin   None

Paul Poullard            Exective Vice President       None

Jeffrey B. Reitman       General Counsel               None

Edward N. Robinson       Executive Vice President      None

Ann V. Rogers            Executive Vice President      None

                                      C-9

<PAGE>

                                                       Principal Occupation or Other
                         Position with                 Employment of a Substantial
Name                     Sub-Adviser                   Nature During Past Two Years
- ----                     -------------                 -----------------------------

Marc J. Shapiro          Director, Chairman,           None
                         President and CEO

Larry L. Shryock         Executive Vice President      None

Kenneth L. Tilton        Executive Vice President      None
                         and Controller

Harriet S. Wasserstrum   Executive Vice President      None

Gary K. Wright           Executive Vice President      None

</TABLE>

   
ITEM 27.  Principal Underwriters
    

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

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

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

Richard E. Stierwalt          Director Chief Operating Officer             None

Timothy M. Spicer             Director Chairman of the Board               None

Joseph Kissel                 President                                    None

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

                  (c)  Not applicable

   
ITEM 28.  Location of Accounts and Records
    

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


                                       C-10

<PAGE>


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

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

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

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

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

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

   
ITEM 29.  Management Services
    

          Not applicable


   
ITEM 30.  Undertakings

          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.


    



                                      C-11

<PAGE>

                                   SIGNATURES

   
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant has duly caused this Post-Effective
Amendment to its Registration Statement on Form N-1A to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of New York and the
State of New York on the 29th day of October, 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              October 29, 1998
- -------------------------------        and Trustee
     Fergus Reid, III            
                                        
             *                          Trustee              October 29, 1998
- -------------------------------
     William J. Armstrong            
                                        
             *                          Trustee              October 29, 1998
- -------------------------------
     John R.H. Blum                  
                                        
             *                          Trustee              October 29, 1998
- -------------------------------
     Joseph J. Harkins               
                                      
             *            
- -------------------------------         Trustee              October 29, 1998
     Richard E. Ten Haken            
                                        
             *                          Trustee              October 29, 1998
- -------------------------------
     Stuart W. Cragin, Jr.           
                                        
             *                          Trustee              October 29, 1998
- -------------------------------
     Irving L. Thode                 
                                        
                                        
 /s/ H. Richard Vartabedian             President            October 29, 1998
- -------------------------------         and Trustee
     H. Richard Vartabedian 
                                        
             *                          Trustee              October 29, 1998
- -------------------------------
     W. Perry Neff                   
                                        
             *                          Trustee              October 29, 1998
- -------------------------------
     Roland R. Eppley, Jr.           
                                        
             *                          Trustee              October 29, 1998
- -------------------------------
     W.D. MacCallan            

             *                          Trustee              October 29, 1998
- -------------------------------
     Sarah E. Jones            


/s/ Martin Dean                         Treasurer and        October 29, 1998
- -------------------------------         Principal
    Martin Dean                         Accounting
                                        Officer


/s/ H. Richard Vartabedian              Attorney in Fact     October 29, 1998
- -------------------------------                   
    H. Richard Vartabedian                         
    


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