MUTUAL FUND TRUST, 485APOS, 1999-04-16

MUTUAL FUND TRUST
485APOS, 1999-04-16

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As filed via EDGAR with the Securities and Exchange Commission
on April 16, 1999

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. 16 |X|

and

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

Post-Effective Amendment No. 16 |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:

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,
1998 was filed on November 20, 1998.
<PAGE>
EXPLANATORY NOTE

<PAGE>

MUTUAL FUND TRUST
Registration Statement on Form N-1A

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

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

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

Captions in parenthesis indicate Income Fund
Prospectus captions which do not exist in
the Money Market Fund Prospectuses.

1 Front Cover Page *

2(a) Expense Summary *

(b) Not Applicable *

3(a) Financial Highlights *

(b) Not Applicable *

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

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

5(a) Management *

(b) Management *

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

(e) Back Covers *

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

5A.(a-b) Not Applicable *

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

(b) Not Applicable *

-i-

<PAGE>

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

(d) Not Applicable *

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

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

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

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

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

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

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

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

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

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

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

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

9 Not Applicable *
</TABLE>

-ii-

<PAGE>

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

10 * Front Cover Page

11 * Front Cover Page

12 * Not Applicable

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

14 * Management of the Trust and Funds

15(a) * Not Applicable

(b) * Principal Holders

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

-iii-

<PAGE>

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

(b) Management Management of the Trust and Funds

(d) Management Management of the Trust and Funds

(e) * Not Applicable

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

(g) * Not Applicable

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

(i) * Not Applicable

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

18 Other Information Concerning the Fund(s) General Information

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

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

</TABLE>

-iv-
<PAGE>

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

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

21(a) * Management of the Trust and Funds

(b) * Management of the Trust and Funds

22 * Performance Information

23 * Not Applicable
</TABLE>

Part C

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

-v-
<PAGE>

PROSPECTUS JUNE 15, 1999

Chase Vista Money Market Funds

RESERVE SHARES

FEDERAL MONEY
MARKET FUND

PRIME MONEY
MARKET FUND

TAX FREE MONEY
MARKET FUND

NEW YORK TAX FREE
MONEY MARKET FUND

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

[Chase Vista Funds logo]
<PAGE>

<TABLE>
<S> <C>
FEDERAL MONEY MARKET FUND 1
PRIME MONEY MARKET FUND 5
TAX FREE MONEY MARKET FUND 10
NEW YORK TAX FREE MONEY MARKET FUND 15
THE FUNDS' INVESTMENT ADVISER AND YEAR 2000 20

HOW YOUR ACCOUNT WORKS 21
BUYING FUND SHARES 21
SELLING FUND SHARES 22
OTHER INFORMATION CONCERNING THE FUNDS 23
DISTRIBUTIONS AND TAXES 24

WHAT THE TERMS MEAN 25

HOW TO REACH US Back cover
</TABLE>
<PAGE>

CHASE VISTA 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 main investment strategy

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. gov-
ernment 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, some securities may have additional third
party guarantees, in order to meet the rating requirements mentioned above.
If the security is not rated, it must be considered of comparable quality by
the Fund's advisers.

1
<PAGE>

CHASE VISTA FEDERAL MONEY MARKET FUND

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

[Chase Vista Funds logo]

The Fund's 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.

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.

The Fund, like any business, could be
affected if the computer systems on which it
relies fail to properly process information
beginning January 1, 2000. The Fund's advis-
ers are updating their own systems and
encouraging service providers to do the same,
but there's no guarantee these systems will
work properly. Year 2000 problems could
also hurt issuers whose securities the Fund
holds or securities markets generally.

[Chase Vista Funds logo]

Investments in the Fund are not bank deposits or obligations of, or guaranteed
or endorsed by, The Chase Manhattan Bank or any of its affiliates and are not
insured by the FDIC, the Federal Reserve Board 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.

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

2
<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. This provides some
indication of the risks of investing in the Fund.

Because Reserve shares were not launched until June 1999, the performance shown
is based on performance for Vista Class shares of the Fund. The actual returns
of Reserve Class shares would have been lower than shown because Reserve Class
shares have higher expenses than Vista Class shares.

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.

[Chase Vista Funds logo]

YEAR-BY-YEAR RETURNS
Past performance does not predict how
this Fund will perform in the future.

1995 5.31%
1996 4.81%
1997 4.98%
1998 4.86%

The total return for the Fund from January 1, 1999 to March 31, 1999 was 1.05%.

<TABLE>
<S> <C>
BEST QUARTER 1.33%
- ------------------- -------
2nd quarter, 1995

- --------------------
WORST QUARTER 1.08%
- ------------------- -------
3rd quarter, 1994
</TABLE>

AVERAGE ANNUAL TOTAL RETURNS,
For the periods ending December 31, 1998

<TABLE>
<CAPTION>
SINCE
INCEPTION
PAST 1 YEAR 4/20/94
----------- -------
<S> <C> <C>
4.86% 4.88%
</TABLE>

3
<PAGE>

CHASE VISTA FEDERAL MONEY MARKET FUND

Fees and expenses

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

SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT):

None

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

<TABLE>
<CAPTION>
DISTRIBUTION TOTAL ANNUAL
MANAGEMENT AND SERVICE OTHER FUND OPERATING
CLASS OF SHARES FEE (12B-1) FEES EXPENSES EXPENSES
- --------------- --- ------------ -------- --------
<S> <C> <C> <C> <C>
RESERVE SHARES 0.10% 0.65% 0.18% 0.93%
</TABLE>

*The table is based on expenses for the most recent fiscal year. The actual
Distribution and Service (12b-1) Fees are currently expected to be 0.52% and
the Total Annual Fund Operating Expenses are expected not to exceed 0.80%.
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 investors incur through
their financial institution. Consult your financial institution regarding
applicable fees for your account.

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

o you invest $10,000
o you sell all your shares at the end of the period
o your investment has a 5% return each year, and
o the Fund's operating expenses are not waived and remain the same as shown
above.

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

<TABLE>
<CAPTION>
NUMBER OF YEARS: 1 3 5 10
<S> <C> <C> <C> <C>
COSTS: $ -- $ -- $ -- $ --
</TABLE>

4
<PAGE>

CHASE VISTA 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 main investment strategy

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 asset-backed securities

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.

5
<PAGE>

CHASE VISTA PRIME MONEY MARKET FUND

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, some securities may have additional third
party guarantees, in order to meet the rating requirements mentioned above. If
the security is not rated, it must be considered of comparable quality 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.

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

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

[Chase Vista Funds logo]

6
<PAGE>

The Fund's 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 U.S.
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.

The Fund, like any business, could be affected if the computer systems on which
it relies fail to properly process information beginning 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. Year
2000 problems could also hurt issuers whose securities the Fund holds or
securities markets generally.

[Chase Vista Funds logo]

Investments in the Fund are not bank deposits or obligations of, or guaranteed
or endorsed by, The Chase Manhattan Bank or any of its affiliates and are not
insured by the FDIC, the Federal Reserve Board 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.

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

7
<PAGE>

CHASE VISTA PRIME MONEY MARKET FUND

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

Because Reserve shares were not launched until June 1999, the performance shown
is based on performance for Vista Class shares of the Fund (from November 1998
through June 1999), Class B shares of the Fund (from April 1994 through
November 1998) and Premier Class shares of the Fund (from November 1993 through
April 1994). The actual returns of Reserve Class shares would have been lower
than shown because Reserve Class shares have higher expenses than Vista Class
and Premier Class shares.

YEAR-BY-YEAR RETURNS
Past performance does not predict how
this Fund will perform in the future.

1994 4.10%
1995 4.59%
1996 4.13%
1997 4.49%
1998 4.69%

The total return for the Fund from January 1,1999 to March 31, 1999 was 1.13%.

<TABLE>
<S> <C>
BEST QUARTER 1.16%
- ------------------- -------
2nd quarter, 1995

- --------------------
WORST QUARTER 0.75%
- ------------------- -------
1st quarter, 1994
</TABLE>

AVERAGE ANNUAL TOTAL RETURNS
For the periods ending December 31, 1998

<TABLE>
<CAPTION>
SINCE INCEPTION
PAST 1 YEAR PAST 5 YEARS 11/15/93
----------- ------------ --------
<S> <C> <C> <C>
4.69% 5.09% 5.05%
</TABLE>

8
<PAGE>

Fees and expenses

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

SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT):
None

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

<TABLE>
<CAPTION>
DISTRIBUTION TOTAL FUND
MANAGEMENT AND SERVICE OTHER FEES AND
CLASS OF SHARES FEE (12B-1) FEES EXPENSES EXPENSES
---------- ----------- ----- --------
<S> <C> <C> <C> <C>
RESERVE SHARES 0.10% 0.65% 0.18% 0.93%
</TABLE>

The table does not reflect charges or credits which investors incur through
their financial institution. Consult your financial institution regarding
applicable fees for your account.

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

<TABLE>
<CAPTION>
NUMBER OF YEARS: 1 3 5 10
<S> <C> <C> <C> <C>
RESERVE SHARES $ -- $ -- $ -- $ --
</TABLE>

9
<PAGE>

CHASE VISTA 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 (for federal income tax purposes), while still
preserving capital and maintaining liquidity.

The Fund's main investment strategy

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
(for federal income tax purposes) 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 total 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, some securities may have additional third
party guarantees, in order to meet the rating requirements mentioned above. If
the security is not rated, it must be considered of comparable quality by the
Fund's advisers.

10
<PAGE>

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.

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

[Chase Vista Funds logo]

The Fund's 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.

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 its ability to preserve capital and
liquidity.

Investments in the Fund are not bank deposits or obligations of, or guaranteed
or endorsed by, The Chase Manhattan Bank or any of its affiliates and are not
insured by the FDIC, the Federal Reserve Board 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.

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

11
<PAGE>

CHASE VISTA TAX FREE MONEY MARKET FUND

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 banking or
financial sector suffers an economic downturn.

Interest on certain municipal obligations is subject to the federal alternative
minimum tax. Normally, up to 20% of the Fund's total 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 than 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.

The Fund, like any business, could be affected if the computer systems on which
it relies fail to properly process information beginning 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. Year 2000 problems could also hurt issuers whose securities the Fund
holds or securities markets generally.

[Chase Vista Funds logo]

12
<PAGE>

The Fund's past performance

[Chase Vista Funds logo]

YEAR-BY-YEAR RETURNS
Past performance does not predict how this Fund will perform in the future.

1989 5.82%
1990 5.45%
1991 4.07%
1992 2.52%
1993 1.82%
1994 2.15%
1995 3.13%
1996 2.91%
1997 3.16%
1998 2.99%

The total return for the Fund from January 1, 1999 to March 31, 1999 was 0.62%.

<TABLE>
<S> <C>
BEST QUARTER 1.51%
- ------------------- -------
2nd quarter, 1989

- --------------------
WORST QUARTER 0.41%
- ------------------- -------
1st quarter, 1994
</TABLE>

AVERAGE ANNUAL TOTAL RETURNS
For the periods ending December 31, 1998

<TABLE>
<CAPTION>
PAST 1 YEAR PAST 5 YEARS PAST 10 YEARS
----------- ------------ -------------
<S> <C> <C> <C>
2.99% 2.87% 3.39%
</TABLE>

13
<PAGE>

CHASE VISTA TAX FREE MONEY MARKET FUND

Fees and expenses

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

SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT):

None

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

<TABLE>
<CAPTION>
DISTRIBUTION TOTAL ANNUAL
MANAGEMENT AND SERVICE OTHER FUND OPERATING
CLASS OF SHARES FEE (12B-1) FEES EXPENSES EXPENSES
---------- ----------- ----- --------------
<S> <C> <C> <C> <C>
RESERVE SHARES 0.10% 0.65% 0.20% 0.95%
</TABLE>

*The table is based on expenses for the most recent fiscal year. The actual
Distribution and Service (12b-1) Fees are currently expected to be 0.50% and
the Total Annual Fund Operating Expenses are expected not to exceed 0.80%.
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 investors incur through
their financial institution. Consult your financial institution regarding
applicable fees for your account.

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

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

<TABLE>
<CAPTION>
NUMBER OF YEARS: 1 3 5 10
<S> <C> <C> <C> <C>
COSTS: $ -- $ -- $ -- $ --
</TABLE>

14
<PAGE>

CHASE VISTA 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 main investment strategy

The Fund will generally invest at least 65% of its assets in New York munici-
pal 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% of its total assets 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.

15
<PAGE>

CHASE VISTA NEW YORK TAX FREE MONEY MARKET FUND

The Fund invests only in securities issued and payable in U.S. dollars. Each
investment must have the highest or second-highest possible short-term rating
from at least two national rating organizations, or one such rating if only one
organization rates that security. Alternatively, some securities may have
additional third party guarantees, in order to meet the rating requirements
mentioned above. If the security is not rated, it must be considered of
comparable quality 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.

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

[Chase Vista Funds logo]

Investments in the Fund are not bank deposits or obligations of, or guaranteed
or endorsed by, The Chase Manhattan Bank or any of its affiliates and are not
insured by the FDIC, the Federal Reserve Board 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.

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

16
<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 its ability to preserve capital and
liquidity.

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
downturn.

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.

The Fund, like any business, could be affected if the computer systems on which
it relies fail to properly process information beginning 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. Year 2000 problems could also hurt issuers whose securities the Fund
holds or securities markets generally.

[Chase Vista Funds logo]

17
<PAGE>

CHASE VISTA NEW YORK TAX FREE MONEY MARKET FUND

The Fund's past performance

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 toreimburse others. Without these agreements,
the performance figures would be lower than those shown.

[Chase Vista Funds logo]

YEAR-BY-YEAR RETURNS
Past performance does not predict how this Fund will perform in the future.

1989 5.36%
1990 4.94%
1991 3.64%
1992 2.30%
1993 1.67%
1994 2.07%
1995 3.03%
1996 2.81%
1997 3.09%
1998 2.90%

The total return for the Fund from January 1, 1999 to March 31, 1999 was 0.60%.

<TABLE>
<S> <C>
BEST QUARTER 1.38%
- ------------------- -------
2nd quarter, 1989

- --------------------
WORST QUARTER 0.38%
- ------------------- -------
1st quarter, 1994
</TABLE>

AVERAGE ANNUAL TOTAL RETURNS
For the periods ending December 31, 1998

<TABLE>
<CAPTION>
PAST 1 YEAR PAST 5 YEARS PAST 10 YEARS
----------- ------------ -------------
<S> <C> <C> <C>
2.90% 2.78% 3.17%
</TABLE>

18
<PAGE>

Fees and expenses

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

SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT):

None

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

The table does not reflect charges or credits which investors might incur
through their financial institution. Consult your financial institution
regarding applicable fees for your account.

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

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

<TABLE>
<CAPTION>
NUMBER OF YEARS: 1 3 5 10
<S> <C> <C> <C> <C>
COSTS: $ -- $ -- $ -- $ --
</TABLE>

19
<PAGE>

THE FUNDS' INVESTMENT ADVISER

The Funds' 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 provides the Funds with investment advice and
supervision. Chase and its predecessors have more than a century of money
management experience. Chase is located at 270 Park Avenue, New York, New York
10017.

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

Chase Asset Management, Inc. (CAM) is the sub-adviser to every Fund except the
Tax Free Money Market Fund. CAM is a wholly-owned subsidiary of Chase. It makes
the day-to-day investment decisions for these Funds. CAM provides discretionary
investment advisory services to institutional clients. CAM is located at 1211
Avenue of the Americas, New York, New York 10036.

Chase Bank of Texas, National Association (Chase Texas) is the sub-adviser to
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 that Fund. Chase Texas is located at 600 Travis, Houston, Texas
77002.

20
<PAGE>

HOW YOUR ACCOUNT WORKS

Reserve shares are available for purchase only through participating sweep
programs offered through Chase or other financial institutions. All purchases
and redemptions on an investor's behalf will be placed through the customer's
sweep agent or representative.

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.

21
<PAGE>

HOW YOUR ACCOUNT WORKS

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 sweep
agent's or representative's 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 we receive your
sweep agent's or representative's order in proper form by the Fund's cut-off
time, we'll process the order at that day's price and you'll be entitled to all
dividends declared on that day. If we receive the order after the cut-off time,
we'll generally process it at the next day's price, but for Tax Free, New York
Tax Free and Federal Money Market Fund orders we may process it the same day if
we receive it after cut off but before 4:00 p.m. (Eastern time). Normally, the
cut-off (in Eastern time) is:

<TABLE>
<S> <C>
TAX FREE MONEY
MARKET FUND NOON
NEW YORK TAX FREE
MONEY MARKET FUND NOON
FEDERAL MONEY
MARKET FUND 2:00 P.M.
PRIME MONEY MARKET
FUND 4:00 P.M.
</TABLE>

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 should consult your cash sweep agreement for more information on
when your sweep agent or representative transmits purchase orders to the Funds.

The Funds have the right to reject any purchase order.

OPENING YOUR ACCOUNT AND BUYING SHARES

Accounts are opened and purchases are made through your sweep agent or
representative. Consult your sweep agent or representative to learn how to
designate a Fund for investment. Your sweep agent or representative may charge
you a fee and may offer services in addition to sweep services, such as special
purchase and redemption programs, cash advances and redemption checks. Although
the Funds have no minimum investment required, your sweep agent or
representative may set a minimum investment requirement, as well as earlier
cut-off times.

Selling Fund shares

Orders to sell Fund shares are accepted on any day the Chase Vista Funds
Service Center is open for trading. You'll receive the next NAV calculated
after the Chase Vista Funds Service Center accepts your sweep agent's or
representative's order. Your sweep agent or representative is responsible for
sending us the necessary instructions and may charge you for this service.

22
<PAGE>

Under normal circumstances, if a request is received before the Fund's cut-off
time, the Fund will send your sweep agent or representative the proceeds the
same business day. The Fund may stop accepting orders to sell and may postpone
payments for more than seven days, as federal securities laws permit.

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 Chase. All of
the Funds have adopted a Rule 12b-1 distribution and service plan under which
they pay up to 0.30% of their Reserve Class assets in distribution fees.

These payments cover 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.

[Chase Vista Funds logo]

Under the plan, the Trust has also entered into 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
Reserve Shares of each Fund held by investors serviced by the shareholder
servicing agent. These fees are payable for the administration and servicing of
shareholder accounts and are not costs which are primarily intended to result
in the sale of Fund shares. 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 Reserve 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.

OTHER INFORMATION CONCERNING THE FUNDS

Each Fund may issue multiple classes of shares. This prospectus relates only to
the Reserve Class 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 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

23
<PAGE>

HOW YOUR ACCOUNT WORKS

sharing is prohibited by contract. This information can be used for a variety
of purposes, including offering investment and insurance products to
shareholders.

[Chase Vista Funds logo]

Distributions and taxes

The Funds can earn income and they can realize capital gain. The Funds will
deduct from these earnings any expenses and then pay to shareholders the
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 your sweep agent or representative tells 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 gain at least annually. The Funds do not
expect to realize long-term capital gain.

Dividends are usually taxable as ordinary income at the federal, state and
local levels. 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 tax-exempt interest 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.

Early in each calendar year, the Funds will provide a notice showing the amount
of distributions paid 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.

[Chase Vista Funds logo]

24
<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.

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

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

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, administration,
shareholder servicing, 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 for a set price.
This set price includes interest. 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.

VARIABLE RATE SECURITIES: Securities whose interest rates are periodically
adjusted.

[Chase Vista Funds logo]

25
<PAGE>

HOW TO REACH US

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.
It is incorporated by reference into this prospectus. That means, 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.

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

[Chase Vista Funds logo]

STATEMENT OF
ADDITIONAL INFORMATION
June __, 1999

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 Chase Vista Tax Free Income Fund, Chase Vista California Intermediate Tax
Free Income Fund and Chase Vista New York Tax Free Income Fund (collectively
the "Income Funds"), and Chase Vista U.S. Government Money Market Fund, Chase
Vista 100% U.S. Treasury Securities Money Market Fund, Chase Vista Cash
Management Fund, Chase Vista Prime Money Market Fund, Chase Vista Federal Money
Market Fund, Chase Vista Treasury Plus Money Market, Chase Vista Tax Free Money
Market Fund, Chase Vista California Tax Free Money Market Fund and Chase Vista
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:

1-800-622-4273
Chase Vista Service Center
P.O. Box 419392
Kansas City, MO 64141

MFT-SAI
<PAGE>

<TABLE>
Table of Contents Page
- -------------------------------------------------------------------------------------------------
<S> <C>
The Funds ................................................................................ 3
Investment Policies and Restrictions ..................................................... 4
Performance Information .................................................................. 23
Determination of Net Asset Value ......................................................... 29
Purchases, Redemptions and Exchanges ..................................................... 30
Distributions; Tax Matters ............................................................... 34
Management of the Trust and Funds ........................................................ 39
Independent Accountants .................................................................. 55
Certain Regulatory Matters ............................................................... 55
General Information ...................................................................... 57
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 Vista U.S. Government Money Market Fund, Vista Global Money
Market Fund, Vista Prime Money Market Fund, Vista Tax Free Money Market Fund,
Vista California Money Market Fund, Vista New York Tax Free Money Market Fund,
Vista Tax Free Income Fund, Vista New York Tax Free Income Fund and the Vista
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 Vista 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. Vista 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 "Vista 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 Vista 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 that are supported by the
creditworthiness of the particular instrumentality, such as obligations of the
Federal

4
<PAGE>

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 Vista Prime Money Market Fund and the Vista 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 Vista Prime Money Market Fund and the Vista 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 Vista Prime Money Market Fund
and the Vista 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

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<PAGE>

100% of the amount of the loan, including the accrued interest thereon, and the
Fund or its custodian or sub-custodian will have possession of the collateral,
which the Board of Trustees believes will give it a valid, perfected security
interest in the collateral. Whether a repurchase agreement is the purchase and
sale of a security or a collateralized loan has not been conclusively
established. This might become an issue in the event of the bankruptcy of the
other party to the transaction. In the event of default by the seller under a
repurchase agreement construed to be a collateralized loan, the underlying
securities would not be owned by 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

7
<PAGE>

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.

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

8
<PAGE>

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 obligations 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 invest-

9
<PAGE>

ments 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
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

10
<PAGE>

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 repurchase 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 pos-

11
<PAGE>

sible 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
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--

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<PAGE>

nation organization engaged in cooperative economic activities; the European
Coal and Steel Community, which is an economic union of various European
nations steel and coal industries; and the Asian Development Bank, which is an
international development bank established to lend funds, promote investment
and provide technical assistance to member nations of the Asian and Pacific
regions. 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, Trea-

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<PAGE>

sury 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 payments or both on certain
U.S. Treasury notes or bonds in connection with programs sponsored by banks and
brokerage firms. These are not deemed U.S. Government securities. These notes
and bonds are held in custody by a bank on behalf of the owners of the
receipts.

Funding Agreements. Each Fund may invest in short-term funding agreements.
A funding agreement is a contract between an issuer and a purchaser that
obligates the issuer to pay a guaranteed rate of interest on a principal sum
deposited by a purchaser. Funding agreements generally will also guarantee the
return of principal and may guarantee a stream of payments over time. A funding
agreement has a fixed maturity date and may have either a fixed or variable
interest rate that is based on an index and guaranteed for a set time period.
Because there generally is no active secondary market for these investments, a
funding agreement may be deemed to be illiquid.

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.

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

14
<PAGE>

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 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

15
<PAGE>

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 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

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<PAGE>

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. 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

17
<PAGE>

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 transactions, 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

18
<PAGE>

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' 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 appli-

19
<PAGE>

cable 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 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

20
<PAGE>

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.

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 years ended August 31, 1996, 1997 and 1998, the annual
rates of portfolio turnover for the following Funds were as follows:

The Tax Free Income Fund: 210%, 147% and 172%, respectively; The New York
Tax Free Income Fund: 156%, 107% and 91%, respectively.

For the fiscal years ended August 31, 1996, 1997 and 1998, the California
Intermediate Tax Free Income Fund had portfolio turnover rates of 188%, 66% and
44%, respectively.

21
<PAGE>

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 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

22
<PAGE>

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, 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

23
<PAGE>

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.

In connection with the Hanover Reorganization, the Vista 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 Vista
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 Vista 100% U.S. Treasury Securities Money
Market Fund and the Vista 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 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.

24
<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, five and ten year periods ended August 31, 1998, and for the period
from commencement of business operations to August 31, 1998, were as follows:

<TABLE>
<CAPTION>
Since Date of Date of
One Five Ten Fund Fund Class
Fund Year Years Years Inception Inception Introduction
- -------------- ---------- ---------- ---------- ----------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Tax Free 9/8/97
Income Fund
A Shares 9.38% 5.54% 8.92% 9/8/87
B Shares+ 8.45% 4.70% 8.48% 11/4/93
New York Tax 9/8/97
Free Income
Fund
A Shares 9.03% 5.54% 8.33% 9/8/87
B Shares+ 8.27% 4.79% 7.95% 11/4/93
California
Intermediate
Tax Free
Income Fund
A Shares 7.81% 5.63% -- 5.69% 7/16/93 7/16/93
</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 note 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.

25
<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 Ten Fund
Fund Year Years Years Inception
- --------------------------------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Tax Free Income Fund
A Shares 4.46% 4.58% 8.42%
B Shares+ 3.45% 4.37% 8.48%
New York Tax Free Income Fund
A Shares 4.12% 4.57% 7.83%
B Shares+ 3.27% 4.46% 7.95%
California Intermediate Tax Free
Income Fund
A Shares 2.96% 4.67% -- 4.75%
</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

26
<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 8/31/98 as of 8/31/98
------------------ -------------------
<S> <C> <C>
U. S. Government Money Market Fund
Vista Shares 4.99% 5.09%
Premier Shares 5.13% 5.24%
Institutional Shares 5.35% 5.47%
Prime Money Market Fund
B Shares 4.47% 4.55%
C Shares 4.22% 4.30%
Premier Shares 5.27% 5.40%
Institutional Shares 5.48% 5.62%
Federal Money Market Fund
Vista Shares 4.89% 4.93%
Premier Shares 5.09% 5.14%
Institutional Shares 5.33% 5.40%
Treasury Plus Money Market Fund
Vista Shares 4.92% 5.15%
Premier Shares 5.06% 5.30%
Institutional Shares 5.31% 5.56%
100% U.S. Treasury Securities
Money Market Fund
Vista Shares 4.67% 4.70%
Premier Shares 4.76% 4.80%
Institutional Shares 5.06% 5.11%
Cash Management Fund
Vista Shares 5.07% 5.19%
Premier Shares 5.21% 5.34%
Institutional Shares 5.42% 5.56%
</TABLE>

<TABLE>
<CAPTION>
Current Effective Annualized
Annualized Compound Tax Equivalent
Yield Annualized Yield Yield**
as of 8/31/98 as of 8/31/98 as of 8/31/98
--------------- ------------------ ---------------
<S> <C> <C> <C>
Tax Free Money Market Fund
Vista Shares 2.87% 2.92% 4.76%
Premier Shares 2.93% 2.98% 4.87%
Institutional Shares 3.20% 3.26% 5.31%
California Tax Free
Money Market Fund 2.48% 2.62% 4.73%
New York Tax Free
Money Market Fund 2.74% 2.76% 5.09%
</TABLE>

27
<PAGE>

<TABLE>
<CAPTION>
Thirty-Day Tax Equivalent
Yield Thirty-Day Yield**
as of 8/31/98 as of 8/31/98
--------------- -------------------
<S> <C> <C>
Tax Free Income Fund
Class A Shares 4.01% 6.64%
Class B Shares 3.32% 5.50%
New York Tax Free Income Fund
Class A Shares 3.87% 7.22%
Class B Shares 3.16% 5.90%
California Intermediate Tax Free Income Fund 3.61% 6.59%
</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 46.43% 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 45.22% 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, 1998 Investment Distribution Reinvested Dividends Value Date
- ------------------------------------- ----------------- --------------- ---------------------- ---------- ----------
<S> <C> <C> <C> <C> <C>
The Tax Free Income Fund:
A Shares $12,890 $1,432 $11,355 $25,677 9/8/87
B Shares+ 12,820 1,281 10,568 24,668
The New York Tax Free Income Fund:
A Shares 11,632 1,999 9,639 23,269 9/8/87
B Shares+ 12,160 1,957 9,401 23,518
The California Intermediate Tax Free
Income Fund 9,565 466 2,656 12,688 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.

28
<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, 1998 Investment Distribution Reinvested Dividends Value
- ------------------------------------- ----------------- --------------- ---------------------- ----------
<S> <C> <C> <C> <C>
The Tax Free Income Fund:
A Shares $12,310 $1,368 $10,844 $24,522
B Shares+ 12,820 1,281 10,568 24,668
The New York Tax Free Income Fund:
A Shares 11,632 1,999 9,639 23,269
B Shares+ 12,160 1,957 9,401 23,518
The California Intermediate Tax Free
Income Fund 9,615 402 2,670 12,668
</TABLE>

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.

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

29
<PAGE>

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 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

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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 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

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<PAGE>

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.

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.

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.

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<PAGE>

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 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.

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<PAGE>

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." 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%

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<PAGE>

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 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, begin-

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<PAGE>

ning 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-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

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<PAGE>

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 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."

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<PAGE>

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. government 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

38
<PAGE>

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: 66. 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: 62. 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: 56. 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: 69. Address: 322 Main Street,
Lakeville,CT 06039.

Stuart W. Cragin, Jr.--Trustee. Retired; formerly President, Fairfield
Testing Laboratory, Inc. He has previously served in a variety of marketing,
manufacturing and general management positions with Union Camp Corp., Trinity
Paper & Plastics Corp., and Conover Industries. Age: 65. 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: 66. Address: 105 Coventry Place, Palm Beach Gardens, FL 33418.

39
<PAGE>

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: 67.
Address: 257 Plantation Circle South, Ponte Vedra Beach, FL 32082.

*Sarah E. Jones--Trustee. President and Chief Operating Officer of Chase
Mutual Funds Corp.; formerly Managing Director for the Global Asset Management
and Private Banking Division of the Chase Manhattan Bank. Age: 47. Address: 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: 71. 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: 71. 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: 63. 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: 64. 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: 67. 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: 34.
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: 42. Address: One Chase Manhattan Plaza, Third Floor, New York, NY 10081.

Richard Baxt--Secretary. Senior Vice President, Client Services, BISYS
Fund Services; formerly General Manager of Investment and Insurance, First
Fidelity Bank, President of First Fidelity Brokers, and President of Citicorp
Investment Services. Age: 45. Address: 125 W. 55th Street, New York, NY 10019.

Vicky M. Hayes--Assistant Secretary. Vice President and Global Marketing
Manager, Vista Fund Distributors, Inc.; formerly Assistant Vice President,
Alliance Capital Management and held various positions with J. & W. Seligman &
Co. Age: 37. Address: One Chase Manhattan Plaza, 3rd Fl., New York, NY 10081.

Alaina Metz--Assistant Secretary. Chief Administrative Officer, BISYS Fund
Services; formerly Supervisor, Blue Sky Department, Alliance Capital Management
L.P. Age: 31. Address: 3435 Stelzer Road, Columbus, OH 43219.

40
<PAGE>

- ----------
*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.

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,
1998.

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, 1998 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 $ 26,834.34 $ 18,334.79 $ 4,489.37 $ 13,316.77 $ 4,420.46 $ 211.17
H. Richard Vartabedian, Trustee 20,397.28 13,941.69 3,412.37 10,129.54 3,360.42 160.40
William J. Armstrong, Trustee 13,417.04 9,167.35 2,244.69 6,658.40 2,210.27 105.59
John R.H. Blum, Trustee 13,825.37 9,453.96 2,312.89 6,871.85 2,278.06 108.64
Stuart W. Cragin, Jr., Trustee 13,429.97 9,167.80 2,244.69 6,603.38 2,210.91 105.87
Roland R. Eppley, Jr., Trustee 13,417.04 9,167.35 2,244.69 6,658.40 2,210.27 105.59
Joseph J. Harkins, Trustee 13,689.26 9,358.42 2,290.15 6,800.70 2,255.46 107.62
Sarah E. Jones, Trustee 0.00 0.00 0.00 0.00 0.00 0.00
W.D. MacCallan, Trustee 13,157.75 8,976.73 2,199.23 6,461.08 2,165.72 103.84
W. Perry Neff, Trustee 13,689.26 9,358.42 2,290.15 6,800.70 2,255.46 107.62
Leonard M. Spalding, Jr., Trustee 8,373.70 6,029.61 1,489.70 5,205.11 1,461.63 72.37
Richard E. Ten Haken, Trustee 13,417.04 9,167.35 2,244.69 6,658.40 2,210.27 105.59
Irving L. Thode, Trustee 13,157.75 8,976.73 2,199.23 6,461.08 2,165.72 103.84
</TABLE>

41
<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 $ 3,342.74 $ 9,925.38 $ 439.83 $ 321.91 $ 102.88 $ 13,701.56
H. Richard Vartabedian, Trustee 2,538.62 7,542.88 334.71 244.43 78.15 10,453.46
William J. Armstrong, Trustee 1,671.34 4,962.67 219.96 160.97 51.42 6,850.81
John R.H. Blum, Trustee 1,718.82 5,111.33 227.23 165.49 52.91 7,117.27
Stuart W. Cragin, Jr. Trustee 1,670.66 4,964.16 220.28 161.07 51.50 6,856.61
Roland R. Eppley, Jr. Trustee 1,671.34 4,962.67 219.96 160.97 51.42 6,850.81
Joseph J. Harkins, Trustee 1,702.99 5,061.77 224.81 163.98 52.41 7,028.45
Sarah E. Jones, Trustee 0.00 0.00 0.00 0.00 0.00 0.00
W.D. MacCallan, Trustee 1,639.01 4,865.06 215.43 158.06 50.51 6,678.97
W. Perry Neff, Trustee 1,702.99 5,061.77 224.81 163.98 52.41 7,028.45
Leonard M. Spalding, Jr., Trustee 996.60 3,148.98 138.02 96.65 30.80 4,827.70
Richard E. Ten Haken, Trustee 1,671.34 4,962.67 219.96 160.97 51.42 6,850.81
Irving L. Thode, Trustee 1,639.01 4,865.06 215.43 158.06 50.51 6,678.97
</TABLE>

<TABLE>
<CAPTION>
Total
Compensation
From
Pension or "Fund Complex"
Retirement (includes all
Benefits Accrued Chase Vista Trusts
as Fund Expenses (1) and Portfolios) (2)
---------------------- --------------------
<S> <C> <C>
Fergus Reid, III, Trustee $118,145 $140,000
H. Richard Vartabedian, Trustee 39,253 106,500
William J. Armstrong, Trustee 34,864 70,000
John R.H. Blum, Trustee 77,415 72,250
Stuart W. Cragin, Jr., Trustee 21,834 70,000
Roland R. Eppley, Jr., Trustee 44,575 70,000
Joseph J. Harkins, Trustee 40,643 71,500
Sarah E. Jones, Trustee -- --
W.D. MacCallan, Trustee 52,125 68,500
W. Perry Neff, Trustee 78,474 71,500
Leonard M. Spalding, Jr., Trustee -- 65,167
Richard E. Ten Haken, Trustee 59,303 70,000
Irving L. Thode, Trustee 25,992 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, 1998
and by the Trust, Mutual Fund Select Trust, and Mutual Fund Variable
Annuity Trust for the fiscal year ended August 31, 1998.

(2) Data reflects total compensation earned during the period January 1, 1998
to December 31, 1998 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, 1998, 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, 1998, 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 $639,105
which amount was then apportioned among the Funds comprising the Trust.

42
<PAGE>

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 13, 6,
10, 13, 5, 8, 8, 8, 14, 0, 13, 5 and 0, respectively.

<TABLE>
<CAPTION>
Highest Annual Compensation Paid by All Vista Funds
--------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
$60,000 $80,000 $100,000 $120,000 $140,000
Years of
Service Estimated Annual Benefits Upon Retirement
- ---------- --------------------------------------------------------------------
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 1998 calendar year and as of October
31, 1998 they had contributed $45,467, $22,773, $49,800, and $86,750,
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 the reasonable belief that their actions were in the best
interest of the Trust. In the case of settlement, such

43
<PAGE>

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.

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

44
<PAGE>

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>

45
<PAGE>

For the fiscal years ended August 31, 1996, August 31, 1997 and August 31,
1998, 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 8/31/96 8/31/97 8/31/98
- -------------------------------- ------------------- ------------------- ---------------
<S> <C> <C> <C>
Tax Free Money Market Fund
Paid or Accrued $ 602,984 $ 898,976 $1,120,701
Waived none none none
New York Tax Free Money
Market Fund
Paid or Accrued $ 564,728 $ 895,216 $1,106,906
Waived none none none
Tax Free Income Fund
Paid or Accrued $ 286,711 $ 248,543 $ 225,980
Waived ($ 222,662) ($ 124,746) ($ 128,813)
New York Tax Free Income Fund
Paid or Accrued $ 328,622 $ 320,945 $ 322,126
Waived ($ 105,922) ($ 40,479) ($ 79,555)
Federal Money Market Fund
Paid or Accrued $ 590,313 $ 782,294 $ 793,764
Waived none none none
Treasury Plus Money Market Fund
Paid or Accrued $ 665,556 $1,983,716 $2,384,985
Waived 65,952 none none
Prime Money Market Fund
Paid or Accrued $1,110,393 $1,595,402 $3,711,416
Waived ($ 50,805) none none
California Intermediate
Tax Fee Income Fund
Paid or Accrued $ 92,752 $ 79,332 $ 72,053
Waived ($ 90,335) ($ 66,295) ($ 69,045)
California Tax Free
Money Market Fund
Paid or Accrued $ 48,544 $ 44,776 $ 49,823
Waived ($ 37,587) ($ 31,249) ($ 47,823)
U.S. Government
Money Market Fund
Paid or Accrued $2,959,311 $5,173,975 $6,498,006
Waived none none none
100% Treasury Securities
Money Market Fund
Paid or Accrued * $2,010,632 $3,534,288
Waived none none
Cash Management Fund
Paid or Accrued ** $3,165,847 $4,595,098
Waived none none
</TABLE>

*For the period December 1, 1995 through August 31, 1996, Chase was paid
or accrued investment advisory fees and voluntarily waived the amount in
parentheses, $1,518,404 ($197,536) for the 100% U.S. Treasury Securities Money
Market Fund.

46
<PAGE>

**For the period December 1, 1995 through August 31, 1996, Chase was paid
or accrued investment advisory fees and voluntarily waived the amount in
parentheses, $1,781,610 ($195,420) for the Cash Management Fund.

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.

47
<PAGE>

For the years ended August 31, 1996, August 31, 1997 and August 31, 1998
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
8/31/96 8/31/97 8/31/98
------------------- ------------------- --------------
<S> <C> <C> <C>
Federal Money Market Fund
Paid or Accrued $ 295,156 $ 391,147 $ 396,882
Waived none none none
Treasury Plus Money Market Fund
Paid or Accrued $ 332,778 $ 991,858 $1,192,493
Waived ($ 49,071) none none
Prime Money Market Fund
Paid or Accrued $ 550,477 $ 797,701 $1,855,708
Waived ($ 33,604) none none
California Intermediate
Tax Fee Income Fund
Paid or Accrued $ 30,917 $ 26,444 $ 24,018
Waived ($ 30,917) ($ 19,912) ($ 8,043)
California Tax Free
Money Market Fund
Paid or Accrued $ 24,272 $ 22,388 $ 24,911
Waived ($ 15,097) none none
U.S. Government
Money Market Fund
Paid or Accrued $1,479,655 $2,586,987 $3,249,003
Waived none none none
100% U.S. Treasury Securities
Money Market Fund
Paid or Accrued $ 741,264* $1,005,316 $1,767,144
Waived none none none
Tax Free Money Market Fund
Paid or Accrued $ 301,492 $ 449,487 $ 560,350
Waived none none none
New York Tax Free Money
Market Fund
Paid or Accrued $ 282,364 $ 447,608 $ 552,144
Waived none none none
Tax Free Income Fund
Paid or Accrued $ 95,570 $ 82,848 $ 75,327
Waived ($ 52,872) none none
New York Tax Free Income Fund
Paid or Accrued $ 109,541 $ 106,982 $ 107,375
Waived ($ 17,606) none none
Cash Management Fund
Paid or Accrued $ 872,983* $1,582,924 $2,297,549
Waived none none none
</TABLE>

- ----------
*Paid or accrued administrative fees for the period December 1, 1995 through
August 31, 1996.

48
<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. The Trust has also adopted a distribution and service
plan pursuant to Rule 12b-1 on behalf of Reserve Class shares of the Federal
Money Market Fund, Prime Money Market Fund, Tax Free Money Market Fund and New
York Tax Free Money Market Fund, which provides for the payment of Distribution
Fees and shareholder service fees at annual rates not to exceed the amounts set
forth in their respective Prospectus. These shareholder servicing fees are
payable for the administration and servicing of shareholder accounts and are
not costs which are primarily intended to result in the sale of Fund shares.
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.

49
<PAGE>

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

Each Distribution Plan provides that it will continue in effect
indefinitely if such continuance is specifically approved at least annually by
a vote of both a majority of the Trustees and a majority of the Trustees who
are not "interested persons" (as defined in the 1940 Act) of the Trust and who
have no direct or indirect financial interest in the operation of the
Distribution Plan or in any agreement related to such Plan ("Qualified
Trustees"). The continuance of each Distribution Plan was most recently
approved on October 28, 1998.

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, 1998, 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>
9/1/97
through
8/31/98
Paid/Accrued Waived
-------------- ----------
<S> <C> <C>
Federal Money Market Fund
Vista Shares $ 296,366 0
Premier Shares
Treasury Plus Money Market Fund
Vista Shares $1,631,868 0
Prime Money Market Fund
B Shares $ 99,828 0
California Intermediate Tax Free Income Fund $ 60,044 $ 56,089
California Tax Free Money Market Fund $ 49,823 $ 21,429
U.S. Government Money Market Fund
Vista Shares $2,716,279 0
Premier Shares 976,861 0
100% Treasury Securities Money Market Fund
Vista Shares $2,649,087 0
Tax Free Money Market Fund
Vista Shares $ 685,952 0
New York Tax Free Money Market Fund
Vista Shares $1,106,906 0
Tax Free Income Fund
A Shares $ 152,119 100,617
B Shares $ 107,500 0
New York Tax Free Income Fund
A Shares $ 232,849 $162,776
B Shares $ 106,128 0
</TABLE>

50
<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>
Federal Money Market Fund
Vista Shares $ 63,422 $ 181,672 $ 51,271
Treasury Plus Money Market Fund
Vista Shares 349,220 1,000,335 282,313
Prime Money Market Fund
B Shares 21,363 61,195 17,270
California Intermediate Tax Free Income Fund 846 2,424 684
California Tax Free Money Market Fund 6,076 17,406 4,912
U.S. Government Money Market Fund
Vista Shares 581,284 1,665,079 469,916
Premier Shares 209,048 598,816 168,997
100% Treasury Securities Money Market Fund
Vista Shares 566,905 1,623,890 458,292
Tax Free Money Market Fund
Vista Shares 146,794 420,489 118,670
New York Tax Free Money Market Fund
Vista Shares 236,878 678,533 191,495
Tax Free Income Fund
A Shares 11,021 31,571 8,910
New York Tax Free Income Fund
A Shares 14,996 42,955 12,123
</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 Fund's distributor is Vista Fund Distributors, Inc. ("VFD"). VFD is
a subsidiary of The BISYS Group, Inc. and is unaffiliated with Chase. The
Distribution Agreement provides that the Distributor will bear the expenses of
printing, distributing and filing prospectuses and statements of additional
information and reports used for sales purposes, and of preparing and printing
sales literature and advertisements not paid for by the Distribution 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. Payments
may also be used to compensate broker-dealers with trail or maintenance
commissions at an annual rate of up to 0.25% of the average daily net asset
value of Class A or Class B shares invested in the Fund by customers of these
broker-dealers. Trail or maintenance commissions are paid to broker-dealers
beginning the 13th month following the purchase of shares by their customers.
Promotional activities for the sale of Class A and Class B shares will be
conducted generally by the Chase Vista Funds, and activities intended to
promote the Fund's Class A or Class B shares may also benefit the Fund's other
shares and other Chase Vista Funds.

51
<PAGE>

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

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

The Distribution Agreement is currently in effect and will continue in
effect 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 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, 1996, August
31, 1997 and August 31, 1998, 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:

52
<PAGE>

<TABLE>
<CAPTION>
Fiscal Year- Fiscal Year- Fiscal Year-
Ended Ended Ended
8/31/96 8/31/97 8/31/98
------------- -------------- --------------
<S> <C> <C> <C>
Federal Money Market Fund
Paid or Accrued $ 295,156 $ 391,147 $ 396,882
Waived -- -- --
Treasury Plus Money Market Fund
Paid or Accrued 332,778 991,858 1,192,493
Waived 16,881 -- 771,344
Prime Money Market Fund
Paid or Accrued 550,477 797,701 1,855,708
Waived -- -- --
California Intermediate
Tax Fee Income Fund
Paid or Accrued 15,459 13,222 12,009
Waived -- -- 9,979
California Tax Free
Money Market Fund
Paid or Accrued 24,272 22,388 24,911
Waived -- -- --
U.S. Government
Money Market Fund
Paid or Accrued 1,479,655 2,586,987 3,249,003
Waived -- -- --
100% Treasury Securities
Money Market Fund
Paid or Accrued 265,361 1,005,316 1,767,144
Waived -- -- 375,973
Cash Management Fund
Paid or Accrued 402,255 1,582,924 2,297,549
Waived -- -- --
Tax Free Money Market Fund
Paid or Accrued 301,492 449,488 560,350
Waived -- -- --
New York Tax Free Money
Market Fund
Paid or Accrued 282,364 447,608 554,762
Waived -- -- (554,762)
Tax Free Income Fund
Paid or Accrued 47,785 41,424 37,663
Waived -- -- --
New York Tax Free Income Fund
Paid or Accrued 54,770 53,491 53,688
Waived -- -- --
</TABLE>

53
<PAGE>

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.

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>
9/1/95 9/1/96 9/1/97
through through through
8/31/96 8/31/97 8/31/98
------------------------- --------------------------- ----------------------------
Fund payable waived payable waived paid/accrued waived
- -------------------------- ------------- ----------- ------------- ------------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
U.S. Government
Money Market Fund
Vista Shares $3,193,687 $791,007 $7,190,397 $ -- $ 9,506,976 $3,059,131
Premier Shares 2,336,485 194,645 2,262,869 -- 2,442,154 820,776
100% Treasury
Securities Money
Market Fund
Vista Shares 4,161,761 803,962 6,668,735 $2,256,995 9,271,804 3,178,487
Premier Shares 126 -- 7,214 7,214 27,550 25,671
Cash Management
Fund
Vista Shares 4,086,512 143,866 6,991,098 613,426 10,706,072 610,876
Premier Shares 368,896 30,771 997,708 46,586 1,110,928 234,424
Treasury Plus
Money Market Fund
Vista Shares 1,747,171 711,428 5,261,249 1,664,171 5,711,537 1,344,998
Premier Shares 172,057 21,998 308,459 -- 490,819 --
Federal Money Market Fund
Vista Shares 880,856 584,851 1,182,562 396,234 1,037,279 417,602
Premier Shares 455,489 41,636 803,743 61,730 786,613 26,504
Prime Money Market Fund
B Shares 25,702 25,702 26,977 17,624 33,276 33,276
Premier Shares 910,639 214,388 1,148,882 339,705 1,790,841 437,878
</TABLE>

54
<PAGE>

<TABLE>
<CAPTION>
9/1/95 9/1/96 9/1/97
through through through
8/31/96 8/31/97 8/31/98
--------------------- ------------------------ -------------------------
Fund payable waived payable waived paid/accrued waived
- -------------------------- ----------- --------- ----------- ------------ -------------- ----------
<S> <C> <C> <C> <C> <C> <C>
Tax Free Money
Market Fund
Vista Shares 1,029,700 264,273 1,989,537 768,241 2,400,200 873,791
Premier Shares 465,133 139,053 323,826 -- 287,238 --
N.Y. Tax Free
Money Market Fund 1,976,547 415,903 3,133,258 1,253,304 3,874,170 922,612
California Tax Free
Money Market Fund 169,905 152,096 156,716 102,864 174,380 117,795
Tax Free Income Fund
A Shares 201,911 173,806 171,088 163,770 152,484 106,509
B Shares 37,015 -- 36,031 -- 35,833 --
N.Y. Tax Free Income Fund
A Shares 241,773 208,893 234,149 226,909 233,063 159,478
B Shares 32,078 -- 33,305 -- 35,376 --
California Intermediate
Tax Free Fund 77,293 77,293 66,110 66,110 60,045 60,045
</TABLE>

There is no Shareholder Servicing Agent, and thus no shareholder servicing
fees, for the Institutional Shares of the Money Market Funds.

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,

55
<PAGE>

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, 1998, 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 PricewaterhouseCoopers 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. PricewaterhouseCoopers 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 prohibit banks or their affiliates from acting as investment
adviser, administrator or custodian to mutual funds or from purchasing mutual
fund shares as agent for a customer. Chase and the Trust believe that Chase
(including its affiliates) may perform the services to be performed by it as
described in 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.

56
<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.

57
<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

58
<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 30, 1998, 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>
<S> <C>
CA Intermediate Tax Free Fund
Raymond L. Bishop TOD ......... 5.15%
Elizabeth Bishop
Subject to DST TOD Rules
7092 Lower Lake Dr.
Santa Ana, CA 92705-2336
CA Tax Free Money Market
Chase Manhattan Bank .......... 53.80%
Client Services Department
Attn: Sevan Marinos
1 Chase Manhattan Plaza
16th floor
New York, NY 10005-1401
</TABLE>

59
<PAGE>

<TABLE>
<S> <C>
Unibank SA ...................................... 11.16%
Rue de Neudorf
Findel
PO Box 562
2015 Luxembourg
Luxembourg
UBS AG .......................................... 14.71%
Attn: Christopher Derosa
10 East 50th Street
32nd floor
New York, NY 10022-6831
National Financial Services Corporation ......... 6.75%
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 ........................ 56.35%
Global Services Omnibus
3 Chase Metro Center
7th Floor
Brooklyn, NY 11245-0001
CA Pollution Control Finance Auth. .............. 5.49%
450 West 33rd Street
15th floor
New York, NY 10001-2603
Cash Management Money Market--Premier Shares
The Chase Manhattan Bank ........................ 13.37%
Global Services Omnibus
Attn: Alex Kwong
3 Chase Metro Center
7th Floor
Brooklyn, NY 11245-0001
National Financial Services Corporation ......... 15.10%
for the Excel Ben of our Cust
Church Street Station
PO Box 3752
New York, NY 10008-3752

</TABLE>

60
<PAGE>

<TABLE>
<S> <C>
Chase Manhattan Bank ............................ 9.14%
FBO IMA Customers
140 East 45th Street
9th Floor
New York, NY 10017-3144
Chase Manhattan Bank ............................ 5.60%
Client Services Dept.
1 Chase Manhattan Plaza
16th floor
New York, NY 10005-1401
SFK Entertainment Inc. .......................... 5.42%
Attn: Terance Moloney
150 East 50th Street
19th floor
New York, NY 10155-1999
Cash Management Money Market--Vista Shares
Client Services ................................. 11.79%
Attn: Sevan Marinos
1211 Avenue of the Americas
33rd floor
New York, NY 10036-8701
National Financial Services Corporation ......... 6.58%
for the Excel Ben of our Cust
Church Street Station
PO Box 3752
New York, NY 10008-3752
Federal Money Market Institutional
Chase Manhattan Bank ............................ 59.41%
Client Services Department
Attn: Sevan Marinos
1 Chase Manhattan Plaza
16th floor
New York, NY 10005-1401
Chase Manhattan Bank ............................ 21.28%
Global Investor Services Omnibus AC
Attn: Barrington A. Miller
3 Chase Metro Tech Center
7th floor
Brooklyn, NY 11245-0001
</TABLE>

61
<PAGE>

<TABLE>
<S> <C>
Federal Money Market--Premier Shares
National Financial Services Corporation ......... 45.80%
for the Excel Ben of our Cust
Church Street Station
PO Box 3752
New York, NY 10008-3752
Chase Manhattan Bank ............................ 24.03%
FBO IMA Customers
140 East 45th Street
9th floor
New York, NY 10017-3144
Chase Manhattan Bank ............................ 9.97%
Client Services Dept.
1 Chase Manhattan Plaza
16th floor
New York, NY 10005-1401
Federal Money Market--Vista Shares
Client Services ................................. 9.49%
Attn: Sevan Marinos
1 Chase Manhattan Plaza
16th floor
New York, NY 10005-1401
New York Tax Free Income A
Balsa & Co. ..................................... 27.62%
P.O. Box 1768
Grand Central Station
New York, NY 10163-1768
New York Tax Free Money Market
Client Services ................................. 33.96%
Attn: Sevan Marinos
1211 Avenue of the Americas
33rd floor
New York, NY 10036-8701
Chase Manhattan Bank ............................ 7.57%
FBO IMA Customers
140 East 45th Street
9th floor
New York, NY 10017-3144
</TABLE>

62
<PAGE>

<TABLE>
<S> <C>
National Financial Services Corporation ......... 8.98%
for the Excel Ben of our Cust
Church Street Station
PO Box 3752
New York, NY 10008-3752
Prime Money Market--Institutional Shares
The Chase Manhattan Bank ........................ 9.73%
Attn: Deborah Derenzo
4 New York Plaza
9th Floor
New York, NY 10004-2413
The Chase Manhattan Bank ........................ 12.40%
Global Services Omnibus
3 Chase Metro Center
7th Floor
Brooklyn, NY 11245-0001
Chase Manhattan Bank ............................ 7.37%
Client Services Dept.
1 Chase Manhattan Plaza
16th floor
New York, NY 10005-1401
The Herald Company .............................. 6.96%
Attn: Harriet Rosenblum
335 Madison Avenue
New York, NY 10017-4605
Prime Money Market Premier Shares
Chase Manhattan Bank ............................ 32.94%
Attn: Deborah Derenzo
4 New York Plaza
9th Floor
New York, NY 10004-2413
Chase Sallie Mae Education Loan Trust ........... 5.59%
Attn: Richard Lorenzen
450 West 33rd Street
15th Floor
New York, NY 10001-2603
Obie & Co. ...................................... 7.89%
Chase Bank of Texas
Attn: STIF Unit 18 HCB 340
PO Box 2558
Houston, TX 77252-2550
</TABLE>

63
<PAGE>

<TABLE>
<S> <C>
Norman Levy ..................................... 10.49%
270 Park Avenue
New York, NY 10017-2014
Tax Free Money Market Institutional Shares
Chase Manhattan Bank ............................ 48.90%
Client Services Dept.
1 Chase Manhattan Plaza
16th floor
New York, NY 10005-1401
MRPR LTD ........................................ 5.80%
PO Box 163165
Austin, TX 78716-3165
Tax Free Money Market--Premier Shares
Chase Manhattan Bank ............................ 24.13%
Client Services Department
Attn: Sevan Marinos
1 Chase Manhattan Plaza
16th floor
New York, NY 10005-1401
National Financial Services Corporation ......... 9.56%
for the Excel Ben of our Cust
Church Street Station
PO Box 3752
New York, NY 10008-3752
Joel E. Smilow .................................. 7.40%
Joan L. Smilow JTWROS
100 Beachside Avenue
Greens farm, CT 06436
Chase Manhattan Bank ............................ 7.59%
FBO IMA Customers
140 East 45th Street
9th floor
New York, NY 10017-3144
Chase Manhattan Bank ............................ 6.24%
Global Investor Services Omnibus Acct.
3 Chase Metro Tech Center
7th floor
Brooklyn, NY 11245-0001
</TABLE>

64
<PAGE>

<TABLE>
<S> <C>
Tax Free Money Market--Vista Shares
Client Services .......................... 50.14%
Attn: Sevan Marinos
1211 Avenue of the Americas
33rd floor
New York, NY 10036-8701
Obie & Co ................................ 10.06%
C/O Texas Commerce Bank
Attn: Stif Unit 17 HCB 98
PO Box 2558
Houston, TX 77552-2558
Treasury Plus Money Market--Vista Shares
Obie & Co ................................ 31.01%
C/O Texas Commerce Bank
Attn: Stif Unit 17 HCB 98
PO Box 2558
Houston, TX 77552-2558
Client Services .......................... 9.72%
Attn: Sevan Marinos
1 Chase Manhattan Plaza
16th floor
New York, NY 10005-1401
Treasury Plus Money Market--Premier Shares
The Chase Manhattan Bank ................. 38.21%
Attn: Deborah Derenzo
4 New York Plaza
9th Floor
New York, NY 10004-2413
Chase Manhattan Bank ..................... 27.97%
Global Investor Services Omnibus Acct.
3 Chase Metro Tech Center
7th floor
Brooklyn, NY 11245-0001
Chase Manhattan Bank ..................... 16.14%
Client Services Dept.
1 Chase Manhattan Plaza
16th floor
New York, NY 10005-1401
</TABLE>

65
<PAGE>

<TABLE>
<S> <C>
Treasury Plus Money Market--Institutional Shares
The Chase Manhattan Bank ....................... 10.01%
Attn: Deborah Derenzo
4 New York Plaza
9th Floor
New York, NY 10004-2413
The Chase Manhattan Bank ....................... 24.27%
Global Services Omnibus AC
3 Chase Metro Center
7th Floor
Brooklyn, NY 11245-0001
The Chase Manhattan Bank ....................... 6.76%
Global Services Omnibus
3 Chase Metro Center
7th Floor
Brooklyn, NY 11245-0001
Chase Manhattan Bank N/A ....................... 10.01%
Attn: Deborah Derenzo
4 New York Plaza
9th floor
New York, NY 10004-2433
Chase Manhattan Bank N/A ....................... 6.76%
Global SEC Services Omnibus
Attn: Barrington A. Miller
3 Chase Metro Tech Center
7th floor
Brooklyn, NY 11245-0001
Chase Manhattan Bank ........................... 24.47%
Global Investor Services Omnibus AC
Attn: Barrington A. Miller
3 Chase Metro Tech Center
7th floor
Brooklyn, NY 11245-0001
Obie & Co ...................................... 5.80%
C/O Texas Commerce Bank
Attn: Stif Unit 17 HCB 98
PO Box 2558
Houston, TX 77552-2558
</TABLE>

66
<PAGE>

<TABLE>
<S> <C>
US Government Money Market--Vista Shares
Obie & Co ....................................... 11.25%
C/O Texas Commerce Bank
Attn: Stif Unit 17 HCB 98
PO Box 2558
Houston, TX 77552-2558
Client Services ................................. 21.63%
Attn: Sevan Marinos
1 Chase Manhattan Plaza
16th floor
New York, NY 10005-1401
Obie & Co ....................................... 7.84%
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 ........................ 19.41%
Attn: Deborah Derenzo
4 New York Plaza
9th Floor
New York, NY 10004-2413
The Chase Manhattan Bank ........................ 10.30%
Global Services Omnibus
Attn: Alex Kwong
3 Chase Metro Center
7th Floor
Brooklyn, NY 11245-0001
Penlin & Co ..................................... 19.59%
The Chase Manhattan Bank
Attn: P. Whalen
PO Box 1412
Rochester, NY 14603-1412
National Financial Services Corporation ......... 7.55%
for the Excel Ben of our Cust
Church Street Station
PO Box 3752
New York, NY 10008-3752

</TABLE>

67
<PAGE>

<TABLE>
<S> <C>
Chase Manhattan Bank ............................ 10.04%
Global Investor Services Omnibus Acct.
3 Chase Metro Tech Center
7th floor
Brooklyn, NY 11245-0001
Chase Manhattan Bank ............................ 5.34%
Client Services Dept.
1 Chase Manhattan Plaza
16th floor
New York, NY 10005-1401
US Government Money Market--Institutional Shares
The Chase Manhattan Bank ........................ 16.13%
Attn: Deborah Derenzo
4 New York Plaza
9th Floor
New York, NY 10004-2413
The Chase Manhattan Bank ........................ 22.30%
Global Sec Services Omnibus AC
3 Chase MetroTech Center
7th Floor
Brooklyn, NY 11245-0001
Delaware Economic Development Authority ......... 7.45%
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 ........................ 8.08%
Global Sec Services Omnibus
3 Chase MetroTech Center
7th Floor
Brooklyn, NY 11245-0001
Obie & Co ....................................... 6.90%
C/O Texas Commerce Bank
Attn: Stif Unit 17 HCB 98
PO Box 2558
Houston, TX 77552- 2558
</TABLE>

68
<PAGE>

<TABLE>
<S> <C>
Chase Manhattan Bank .......................... 9.41%
Client Services Dept.
1 Chase Manhattan Plaza
16th floor
New York, NY 10005-1401
100% US Securities Money Market Fund--Vista
Client Services ............................... 15.53%
Attn: Sevan Marinos
1 Chase Manhattan Plaza
16th floor
New York, NY 10005-1401
National Financial Service Corp. .............. 6.50%
For the Excl Benefit of our Customers
Church Street Station
PO Box 3752
New York, NY 10008-3752
100% US Securities Money Market Fund--Premier
The Chase Manhattan Bank ...................... 10.18%
Global Sec Services Omnibus
3 Chase MetroTech Center
7th Floor
Brooklyn, NY 11245-0001
The Breast Cancer Research Foundation ......... 5.03%
Attn: J. Krupskas
767 5th Ave
40th Floor
New York, NY 10153-0001
Peter J. Durwood TTEE ......................... 23.59%
Peter J. Durwood Family Trust
DTD 4/8/98
Attn: Howard Grossman
10960 Wilshire Blvd.
Los Angeles, CA 90024-3803
Rolls Royce Motor Cars Inc. ................... 23.56%
Attn: Lawrence C. Chu
140 East Ridgewood Avenue
5th floor, North Tower
Paramus, NJ 07652-3915
</TABLE>

69
<PAGE>

<TABLE>
<S> <C>
Obie & Co. ........................................ 9.47%
Chase Bank of Texas
Attn: STIF Unit 18 HCB 340
PO Box 2558
Houston, TX 77252-2558 ............................
100% US Securities Money Market Fund--Institutional
Missionaries of Charity ........................... 9.36%
335 East 145th Street
Bronx, NY 10451-5899
Client Services ................................... 25.19%
Attn: Sevan Marinos
1 Chase Manhattan Plaza
16th floor
New York, NY 10005-1401

</TABLE>

Financial Statements

The 1998 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, 1998 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, 1998 ....................................................... $ 12.18
Maximum Offering Price per Share ($12.18 divided by .955) (reduced on
purchases of $100,000 or more)......................................... $ 12.75
New York Tax Free Income Fund B Shares (specimen computations)
Net Asset Value and Redemption Price per Share of Beneficial Interest at
August 31, 1998 ....................................................... $ 12.16
Tax Free Income Fund (specimen computations)
Net Asset Value and Redemption Price per Share of Beneficial Interest at
August 31, 1998 ....................................................... $ 12.89
Maximum Offering Price per Share ($12.89 divided by .955) (reduced on
purchases of $100,000 or more) ........................................ $ 13.50
Tax Free Income Fund B Shares (specimen computations)
Net Asset Value and Redemption Price per Share of Beneficial Interest at
August 31, 1998 ....................................................... $ 12.82
California Intermediate Tax Free Income Fund (specimen computations)
Net Asset Value and Redemption Price per Share of Beneficial Interest at
August 31, 1998 ....................................................... $ 10.29
Maximum Offering Price per Share ($10.29 divided by .955) (reduced on
purchases of $100,000 or more) ........................................ $ 10.77
</TABLE>

The Shares of the Money Market Funds are offered for sale at Net Asset
Value.

70
<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.

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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.

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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.

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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

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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

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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.

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APPENDIX C

SPECIAL INVESTMENT CONSIDERATIONS RELATING TO
NEW YORK MUNICIPAL OBLIGATIONS

Some of the significant financial considerations relating to the
investments of the Select 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 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.

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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 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 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.

Payments of debt service on State general obligation and State-guaranteed
bonds and notes are legally enforceable obligations of the State. 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 proposed 1997-98 through 2002-2003 Capital Program and Financing Plan
was released with the 1998-99 Executive Budget on January 20, 1998. As part of
the Plan, changes were proposed to the State's 1997-98 borrowing plan,
including: delay of the issuance of COPs to finance welfare information systems
through 1998-99 to permit a thorough assessment of needs; and the elimination
of issuances for the CEFAP to reflect the proposed conversion of that
bond-financed program pay-as-you-go financing.

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 1998-99 State Financial Plan. The State's 1998-99 fiscal year
commenced on April 1, 1998 and ends on March 31, 1999. The debt component of
the State's budget for the 1998-99 fiscal year was adopted by the Legislature
on March 30, 1998, and the remainder of the budget was adopted by the
Legislature on

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April 18, 1998. The State Financial Plan for the 1998-99 fiscal year (the
"State Financial Plan") was released on June 25, 1998 and was based on the
State's budget as enacted by the Legislature and signed into law by the
Governor. The State Financial Plan is updated in July, October and January. The
State Financial Plan was 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 were
projected to be $37.56 billion, while total General Fund disbursements and
transfers to other funds were projected to be $36.78 billion. After adjustments
for comparability, the adopted 1998-99 budget projected a year-over-year
increase in General Fund disbursements of 7.1 percent. General Fund
disbursements in 1998-99 were projected to grow by $2.43 billion over 1997-98
levels, or $690 million more than proposed in the Governor's Executive Budget,
as amended. The change in General Fund disbursements from the Executive Budget
to the enacted budget reflects legislative additions (net of the value of the
Governor's vetoes), actions taken at the end of the regular legislative session
and spending that was originally anticipated to occur in 1997-98 but is now
expected to occur in 1998-99. The 1998-99 increase in General fund spending has
primarily taken the form of additional local assistance ($1.88 billion). The
largest annual increases are for educational programs, Medicaid, other health
and social welfare programs and community projects grants.

Resources used to fund these additional expenditures include increased
revenues projected for 1998-99, increased resources produced in the 1997-98
fiscal year that are to be utilized in 1998-99 reestimates of social service,
fringe benefit and other spending, and certain non-recurring resources.

The State's enacted budget includes several new multi-year tax reduction
initiatives, including acceleration of State-funded property and local income
tax relief for senior citizens under the School Tax Relief Program ("STAR"),
expansion of the child care income tax credit for middle-income families, a
phased-in reduction of the general business tax and reduction of several other
taxes and fees, including an accelerated phase-out of assessments on medical
providers. The enacted budget also provides for significant increases in
spending for public schools, special education programs and the State and City
university systems. It also allocates $50 million for a new Debt Reduction
Reserve Fund ("DRRF") that may eventually be used to pay debt service costs on
or to prepay outstanding State-supported bonds.

The 1998-99 State Financial Plan projects a closing balance in the General
Fund of $1.42 billion that is comprised of a reserve of $761 million available
for future needs, a balance of $400 million in the Tax Stabilization Reserve
Fund ("TSRF"), a balance of $158 million in the Community Projects Fund ("CPF")
and a balance of $100 million in the Contingency Reserve Fund ("CRF"). The TSRF
can be used in the event of an unanticipated General Fund cash operating
deficit, as provided under the State Constitution and State Finance Law. The
CPF is used to finance various legislative and executive initiatives. The CRF
provides resources to help finance any extraordinary litigation costs during
the fiscal year.

Many complex political, social and economic forces influence the State's
economy and finances, which may in turn affect the State's Financial Plan.
These forces may affect the State unpredictably from fiscal year to fiscal year
and are influenced by governments, institutions and organizations that are not
subject to the State's control. The State Financial Plan is also necessarily
based upon forecasts of national and State economic activity. Economic
forecasts, however, have frequently failed to predict accurately the timing and
magnitude of changes in the national and the State economies.

The State Financial Plan included actions that would have an effect on the
budget outlook for State fiscal year 1998-99 and beyond. The DOB estimated that
the 1998-99 State Financial Plan contained actions that provide non-recurring
resources or savings totaling approximately $64 million, the largest of which
is a retroactive reimbursement of federal welfare claims. The balance is
composed of various other actions, primarily the transfer of unused special
revenue fund balances to the General Fund.

Despite recent budgetary surpluses recorded by the State, 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 sup-

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port for State programs. To address a potential imbalance in any given fiscal
year, the State is 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. For example, the fiscal effects of tax
reductions adopted in the last several fiscal years (including 1998-99) are
projected to grow more substantially beyond the 1998-99 fiscal year, with the
incremental annual cost of all currently enacted tax reductions estimated at
over $4 billion by the time they are fully effective in State fiscal year
2002-03. These actions will place pressure on future budget balance in New York
State.

The State Division of Budget ("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, and those projections may be changed
materially and adversely from time to time. 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.

Outyear Projections of Receipts and Disbursements. In recent years, the
State has closed projected budget gaps of $5.0 billion (1995-96), $3.9 billion
(1996-97), $2.3 billion (1997-98) and less than $1 billion (1998-99). The
State, as a part of the 1998-99 Executive Budget projections submitted to the
Legislature in February 1998, projected a 1999-00 General Fund budget gap of
approximately $1.7 billion and a 2000-01 gap of $3.7 billion. As a result of
changes made in the 1998-99 enacted budget, the 1999-00 gap is now expected to
be roughly $1.3 billion, or about $400 million less than previously projected,
after application of reserves created as part of the 1998-99 budget process.
Such reserves would not be available against subsequent year imbalances.

Sustained growth in the State's economy could contribute to closing
projected budget gaps over the next several years, both in terms of
higher-than-projected tax receipts and in lower-than-expected entitlement
spending. however, the State's projections in 1999-00 currently assume actions
to achieve $600 million in lower disbursements and $250 million in additional
receipts from the settlement of State claims against the tobacco industry.
Consistent with past practice, the projections do not include any costs
associated with new collective bargaining agreements after the expiration of
the current round of contracts at the end of 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. The State expects that the 1999-00 Financial Plan will
achieve savings from initiatives by State agencies to deliver services more
efficiently, workforce management efforts, maximization of federal and non-
General Fund spending offsets, and other actions necessary to bring projected
disbursements and receipts into balance.

The State will formally update its outyear projections of receipts and
disbursements for the 2000-01 and 2001-02 fiscal years as a part of the 1999-00
Executive Budget process, as required by law. The revised expectations for
years 2000-01 and 2001-02 will reflect the cumulative impact of tax reductions
and spending commitments enacted over the last several years as well as new
1999-00 Executive Budget recommendations. The STAR program, which dedicates a
portion of personal income tax receipts to fund school tax reductions, has a
significant impact on General Fund receipts. STAR is projected to reduce
personal income tax revenues available to the General Fund by an estimated $1.3
billion in 2000-01. Disbursement projections for the outyears currently assume
additional outlays for school aid, Medicaid, welfare reform, mental health
community reinvestment and other multi-year spending commitments in law.

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.

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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 1998-99 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.

Year 2000 Compliance. New York State is currently addressing "Year 2000"
data processing compliance issues. The Year 2000 compliance issue ("Y2K")
arises because most computer software programs allocate two digits to the data
field for "year"on the assumption that the first two digits will be "19". Y2K
could impact both the ability to enter data into computer programs and the
ability of such programs to correctly process data.

In 1996, the State created the Office for Technology ("OFT") to help
address statewide technology issues, including the Year 2000 issue. OFT has
estimated that investments of at least $140 million will be required to bring
approximately 350 State mission-critical and high-priority computer systems not
otherwise scheduled for replacement into Year 2000 compliance, and the State is
planning to spend $100 million in the 1998-99 fiscal year for this purpose. The
enacted budget also continues funding for major systems scheduled for
replacement, including the State payroll, civil service, tax and finance and
welfare management systems, for which Year 2000 compliance is included as a
part of the project.

OFT is monitoring compliance on a quarterly basis and is providing
assistance and assigning resources to accelerate compliance for mission
critical systems, with most compliance testing expected to be completed by
mid-1999. There can be no guarantee, however, that all of the State's
mission-critical and high-priority computer systems will be Year 2000 compliant
and that there will not be an adverse impact upon State operations or State
finances as a result.

Government Funds Comprising the State Financial Plan. Four governmental
fund types comprise the State Financial Plan: the General fund, the Special
Revenue Funds, the Capital Projects funds and the Debt Service funds.

The General Fund. 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. General Fund moneys are also transferred to other funds,
primarily to support certain capital projects and debt service payments in
other fund types. In the State's 1998-99 fiscal year, the General Fund was
expected by the State to account for approximately 47.6 percent of all
governmental funds disbursements and 70.1 percent of total State Funds
disbursements.

The General Fund was projected to be balanced on a cash basis for the
1998-99 fiscal year, however there can be no assurance that the General Fund
will remain balanced for the entire fiscal year. Total receipts were projected
to be $37.56 billion, an increase of $3.01 billion from the $34.55 billion
recorded in 1997-98. The disbursement total projected for fiscal year 1998-99
included $34.36 billion in tax receipts, $1.40 billion in miscellaneous
receipts and $1.80 billion in transfers from other funds.

The transfer of a portion of the surplus recorded in 1997-98 to 1998-99
exaggerates the "real" growth in State receipts from year to year by depressing
reported 1997-98 figures and inflating 1998-99 projections. Conversely, the
incremental cost of tax reductions newly effective in 1998-99 and the impact of
statutes earmarking certain tax receipts to other funds work to depress
apparent growth below the underlying growth in receipts attributable to
expansion of the State's economy. On an adjusted basis, State tax revenues in
the 1998-99 fiscal year were projected to grow at approximately 7.5 percent,
following an adjusted growth of

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roughly nine percent in the 1997-98 fiscal year. Fund disbursements were
projected to be $36.78 billion, an increase of $2.43 billion over the total
amount disbursed and transferred in the 1997-98 fiscal year.

Special Revenue 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 was expected to
comprise approximately 41 percent of total governmental funds receipts and
disbursements in the 1998-99 fiscal year, about three-quarters of that activity
relates to federally-funded programs.

Total disbursements for programs supported by Special Revenue Funds were
projected at $29.97 billion, an increase of $2.32 billion or 8.4 percent from
1997-98. Federal grants account for approximately three-quarters of all
spending in the Special Revenue fund type. Disbursements from federal funds
were estimated at $21.78 billion, an increase of $1.12 billion or 5.4 percent.
The single largest program in this Fund group is Medicaid, which was projected
at $13.65 billion, an increase of $465 million or 3.5 percent above last year.
Federal support for welfare programs was projected at $2.53 billion, similar to
1997-98. The remaining growth in federal funds was due primarily to the new
Child Health Plus program, estimated at $197 million in 1998-99. This program
will expand health insurance coverage to children of indigent families.

State special revenue spending was projected to be $8.19 billion, an
increase of $1.20 billion or 17.2 percent from last year's levels. Most of this
projected increase in spending was due to the $704 million cost of the first
phase of the STAR program, as well as $231 million in additional operating
assistance for mass transportation and $113 million for the State share of the
new Child Health Plus program.

Capital Projects Funds: Capital Projects Funds account for the financial
resources used in 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 1998-99
fiscal year, activity in these funds was expected to comprise 5.5 percent of
total governmental receipts and disbursements.

Capital Projects Funds spending in fiscal year 1998-99 was projected at
$4.14 billion, an increase of $575 million or 16.1 percent from last year. The
major components of this expected growth were transportation and environmental
programs, including continued increased spending for 1996 Clean Water/Clean Air
Bond Act projects and higher projected disbursements from the Environmental
Protection Fund (EPF). Another significant component of this projected increase
is in the area of public protection, primarily for facility rehabilitation and
construction of additional prison capacity.

Debt Service Funds: 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. These Funds were expected to comprise 3.8 percent of total
governmental fund receipts and disbursements in the 1998-99 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. Total disbursements from the Debt Service Fund type were estimated at
$3.36 billion in 1998-99, an increase of $275 million or 8.9 percent from
1997-98 levels. Of the increase, $102 million was dedicated to transportation
purposes, including debt service on bonds issued for State and local highway
and bridge programs financed through the New York State Thruway Authority and
supported by the Dedicated Highway and Bridge Trust Fund. Another $45 million
was for education purposes, including State and City University programs
financed through the Dormitory Authority of the State of New York (DASNY). The
remainder was for a variety of programs in such areas as mental health and
corrections and for general obligation financings.

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Prior Fiscal years. 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 six 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 continue.

Fiscal Year 1997-98. The State ended its 1997-98 fiscal year on March 31,
1998 in balance on a cash basis, with a General Fund cash surplus as reported
by DOB of approximately $2.04 billion. The cash surplus was derived primarily
from higher-than-anticipated receipts and lower spending on welfare, Medicaid
and other entitlement programs.

The General Fund had a closing balance of $638 million, an increase of
$205 million from the prior fiscal year. The balance was held in three accounts
within the General Fund: the TSRF, the CRF and the CPF. The TSRF closing
balance was $400 million, following a required deposit of $15 million (repaying
a transfer made in 1991-92) and an extraordinary deposit of $68 million made
from the 1997-98 surplus. The CRF closing balance was $68 million, following a
$27 million deposit from the surplus. The CPF, which finances legislative
initiatives, closed the fiscal year with a balance of $170 million, an increase
of $95 million. The General Fund closing balance did not include $2.39 billion
in the tax refund reserve account, of which $521 million was made available as
a result of the LGAC financing program and was required to be on deposit on
March 31, 1998.

General Fund receipts and transfers from other funds for the 1997-98
fiscal year (including net tax refund reserve account activity) totaled $34.55
billion, an annual increase of $1.51 billion, or 4.57 percent over 1996-97.
General Fund disbursements and transfers to other funds were $34.35 billion, an
annual increase of $1.45 billion or 4.41 percent.

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 $1.42 billion. The cash surplus was derived primarily
from higher-than-expected revenues and lower-than-expected spending for social
services programs.

The General Fund closing fund balance was $433 million, an increase of
$146 million from the 1995-96 fiscal year. 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. In addition, $41 million was deposited in the CRF. The
remaining $75 million reflected amounts then on deposit in the Community
Projects Fund. The General Fund closing fund balance did not include $1.86
billion in the tax refund reserve account, of which $521 million was made
available as a result of the 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 (including net tax refund reserve account activity).
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 of $445 million, as reported by DOB . The
cash surplus was derived from higher-than expected receipts, savings generated
through agency cost controls and lower-than-expected welfare spending. 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 a $65 million voluntary deposit to the TSRF,

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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 included $237 million on deposit in the TSRF. In addition, $41 million
was on deposit in the CRF. The remaining $9 million reflected amounts then on
deposit in the Revenue Accumulation Fund. That Fund was created to hold certain
tax receipts temporarily before their deposit to other accounts. The General
fund closing balance did not include $678 million in the tax refund reserve
account of which $521 million was made available as a result of the LGAC
financing program and was refinanced to be on deposit as of March 31, 1996.

General Fund receipts and transfers from other funds (including net refund
reserve account activity) totaled $32.81 billion, which is 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
disbursements and transfers totaled $32.68 billion for the 1995-96 fiscal year,
which is a decrease of 2.2 percent from 1994-95 levels.

Cash-Basis Results for the Non-General Funds Over the Last 3 Years.
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 $26.26 billion
to $27.65 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 $3.97 billion to
$3.56 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.

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 costs 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.

GAAP-Basis Results. State law requires the State to update its projected
financial results on a GAAP-basis on or before September first of each year.

Projected GAAP-Basis Results for Fiscal Year 1998-99. The State based its
GAAP projections on the cash estimates in the First Quarterly Update to the
Financial Plan and the actual results for the 1997-98 fiscal year as reported
by the State Comptroller on July 28, 1998.

On March 31, 1998, the State recorded, on a GAAP-basis, its first-ever,
accumulated positive balance in its General Fund. This "accumulated surplus"
was $567 million. The improvement in the State's GAAP position is attributable,
in part, to the cash surplus recorded at the end of the State's 1997-98 fiscal
year. Much of that surplus is reserved for future requirements, but a portion
is being used to meet spending needs in 1998-99. Thus, the State expects some
deterioration in its GAAP position, but expects to maintain a positive GAAP
balance through the end of the current fiscal year.

The 1998-99 GAAP-basis General Fund Financial Plan shows expected tax
revenues of $33.1 billion and miscellaneous revenues of $2.6 billion to finance
expenditures of $36.1 billion and net financing uses of $156 million. The
General Fund accumulated surplus is projected to be $27 million at the end of
1998-99.

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GAAP-Basis Results for Fiscal Year 1997-98. The State completed its
1997-98 fiscal year with a combined Governmental Funds operating surplus of
$1.80 billion, which included an operating surplus in the General Fund of $1.56
billion, in Capital Projects Funds of $232 million and in Special Revenue Funds
of $49 million, offset in part by an operating deficit of $43 million in Debt
Service Funds.

General Fund. The State reported a General Fund operating surplus of $1.56
billion for the 1997-98 fiscal year, as compared to an operating surplus of
$1.93 billion for the 1996-97 fiscal year. As a result, the State reported an
accumulated surplus of $567 million in the General Fund for the first time
since it began reporting its operations on a GAAP-basis. The 1997-98 fiscal
year operating surplus reflects several major factors, including the cash-basis
operating surplus resulting from the higher-than-anticipated personal income
tax receipts, an increase in taxes receivable of $681 million, an increase in
other assets of $195 million and a decrease in pension liabilities of $144
million. This was partially offset by an increase in payables to local
governments of $270 million and tax refunds payable of $147 million.

Revenues increased $617 million (1.8 percent) over the prior fiscal year,
with increases in personal income, consumption and use and business taxes.
Decreases were reported for other taxes, federal grants and miscellaneous
revenues. Personal income taxes grew $746 million, an increase of nearly 4.2
percent. The increase in personal income taxes resulted from strong employment
and wage growth and the strong performance by the financial markets during
1997. Consumption and use taxes increased $334 million or 5.0 percent as a
result of increased consumer confidence. Business taxes grew $28 million, an
increase of 0.5 percent. Other taxes fell primarily because revenue for estate
and gift taxes decreased. Miscellaneous revenues decreased $380 million, or 12.
7 percent, due to a decline in receipts from the Medical Malpractice Insurance
Association and medical provider assessments.

Expenditures increased $137 million (0.4 percent) from the prior fiscal
year, with the largest increases occurring in State aid for education and
social services spending. education expenditures grew $391 million (3.6
percent) due mainly to an increase in spending for municipal and community
colleges. Social services expenditures increased $233 million (2.6 percent) due
mainly to program growth. Increases in other State aid spending were offset by
a decline in general purpose aid of $235 million (27.8 percent) due to
statutory changes in the payment schedule. Increases in personal and
non-personal service costs were offset by a decrease in pension contribution of
$660 million, a result of the refinancing of the State's pension amortization
that occurred in 1997.

Net other financing sources decreased $841 million (68.2 percent) due to
the nonrecurring use of bond proceeds ($769 million) provided by DASNY to pay
the outstanding pension amortization liability incurred in 1997.

Special Revenue, Debt Service and Capital Projects Funds. An operating
surplus of $49 million was reported for the Special Revenue Funds for the
1997-98 fiscal year, which increased the accumulated fund balance to $581
million. Revenues rose by $884 million over the prior fiscal year (3.3 percent)
as a result of increases in tax and federal grant revenues. Expenditures
increased by $795 million (3.3 percent) as a result of increased costs for
local assistance grants. Net other financing uses decreased $105 million (3.3
percent).

Debt Service Funds ended the 1997-98 fiscal year with an operating deficit
of $43 million and, as a result, the accumulated fund balance declined to $1.86
billion. Revenues increased $246 million (10.6 percent) as a result of
increases in dedicated taxes. Debt service expenditures increased $341 million
(14.4 percent). Net other financing sources increased $89 million (401.3
percent) due primarily to savings achieved through advance refundings of
outstanding bonds.

An operating surplus of $232 million was reported in the Capital Projects
Funds for the State's 1997-98 fiscal year and, as a result, the accumulated
deficit in this fund type decreased to $381 million. Revenues increased $180
million (8.6 percent) primarily as a result of a $54 million increase in
dedicated tax revenues and an increase of $101 million in federal grants for
transportation and local waste water treatment projects.

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Net other financing sources increased by $100 million primarily as a result of
a decrease in transfers to certain public benefit corporations engaged in
housing programs.

GAAP-Basis Results for Fiscal Year 1996-97. The State completed its
1996-97 fiscal year with a combined governmental funds operating surplus of
$2.1 billion, which included an operating surplus in the General Fund of $1.9
billion, in the Capital Projects Funds of $98 million and in the Special
Revenue Funds of $65 million, offset in part by an operating deficit of $37
million in the Debt Service Funds.

General Fund. The State reported a General Fund operating surplus of $1.93
billion for the 1996-97 fiscal year, as compared to an operating surplus of
$380 million for the prior fiscal year. The 1996-97 fiscal year GAAP operating
surplus reflects several major factors, including the cash basis operating
surplus, the benefit of bond proceeds which reduced the State's pension
liability, an increase in taxes receivable of $493 million, and a reduction in
tax refund liabilities of $196 million. This was offset by an increased payable
to local governments of $244 million.

Revenues increased $1.91 billion (nearly 6.0 percent) over the prior
fiscal year with increases in all revenue categories. Personal income taxes
grew $620 million, an increase of nearly 3.6 percent, despite the
implementation of scheduled tax cuts. The increase in personal income taxes was
caused by moderate employment and wage growth and the strong financial markets
during 1996. Consumption and use taxes increased $179 million or 2.7 percent as
a result of increased consumer confidence. Business taxes grew $268 million, an
increase of 5.6 percent, primarily as a result of the strong financial markets
during 1996. Other taxes increased primarily because revenues from estate and
gift taxes increased. Miscellaneous revenues increased $743 million, a 33.1
percent increase, because of legislated increases in receipts from the Medical
Local Practice Insurance Association and from medical provider assessments.

Expenditures increased $830 million (2.6 percent) from the prior fiscal
with the largest increase occurring in pension contributions and State aid for
education spending. Pension contribution expenditures increased $514 million
(198.2 percent), primarily because the State paid off its 1984-85 and 1985-86
pension amortization liability. Education expenditures grew $351 million (3.4
percent), due mainly to an increase in spending for support for public schools
and physically handicapped children, offset by a reduction in spending for
municipal and community colleges. Modest increases in other State aid spending
was offset by a decline in social services expenditures of $157 million (1.7
percent). Social services spending continues to decline because of cost
containment strategies and declining caseloads.

Net other financing sources increased $475 million (62.6 percent), due
mainly to bond proceeds provided by the Documentary Authority of the State of
New York (DASNY) to pay the outstanding pension amortization, offset by
elimination of prior year LGAC proceeds.

Special Revenue, Debt Service and Capital Projects Funds. An operating
surplus of $65 million was reported for the Special Revenue Funds for the
1996-97 fiscal year, increasing the accumulated fund balance to $532 million.
Revenues increased $583 million over the prior fiscal year (2.2 percent) as a
result of increases in tax and lottery revenues. Expenditures increased $384
million (1.6 percent) as a result of increased costs for departmental
operations. Net other financing sources decreased $275 million (8.0 percent),
primarily because of declines in amounts transferred to other funds.

Debt Service Funds ended the 1996-97 fiscal year with an operating deficit
of $37 million and, as a result, the accumulated fund balance declined to $1.90
billion. Revenues increased $102 million (4.6 percent) because of increases in
both dedicated taxes and mental hygiene patient fees. Debt service expenditures
increased $47 million (2.0 percent). Net other financing sources decreased $277
million (92.6 percent) due primarily to an increase in payments on advance
refundings.

An operating surplus of $98 million was reported in the Capital Projects
Funds for the State's 1996-97 fiscal year, and, as a result, the accumulated
fund deficit decreased to $614 million. Revenues increased $100 million (5.0
percent) primarily because a larger share of the real estate transfer tax was
shifted to the Environmental Protection Fund and federal grant revenues
increased for transportation and local waste

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water treatment projects. Expenditures decreased $359 million (10.0 percent)
because of declines in capital grants for education, housing and regional
development programs and capital construction spending. Net other financing
sources decreased by $637 million as a result of a decrease in proceeds from
financing arrangements.

GAAP-Basis Results for Fiscal Year 1995-96. The State completed its
1995-96 fiscal year with a combined Governmental Funds operating surplus of
$432 million, which included an operating surplus in the General Fund of $380
million, in the Capital Projects Funds of $276 million and in the Debt Service
Funds of $185 million, offset in part by an operating deficit of $409 million
in the Special Revenue Funds.

General Fund. The State reported a General Fund operating surplus of $380
million for the 1995-96 fiscal year, as compared to an operating deficit of
$1.43 billion for the prior fiscal year. The 1995-96 fiscal year surplus
reflects several major factors, including the cash-basis surplus and the
benefit of $529 million in LGAC Bond Annual Information Statement June 26, 1998
proceeds which were used to fund various local assistance programs. This was
offset in part by a $437 million increase in tax refund liability primarily
resulting from the effects of ongoing tax reductions and (to a lesser extent)
changes in accrual measurement policies, and increases in various other
expenditure accruals.

Revenues increased $530 million (nearly 1.7 percent) over the prior fiscal
year with an increase in personal income taxes and miscellaneous revenues
offset by decreases in business and other taxes. Personal income taxes grew
$715 million, an increase of 4.3 percent. The increase in personal income taxes
was caused by moderate employment and wage growth and the strong financial
markets during 1995. Business taxes declined $295 million or 5.8 percent,
resulting primarily from changes in the tax law that modified the distribution
of taxes between the General Fund and other fund types, and reduced business
tax liability. Miscellaneous revenues increased primarily because of an
increase in receipts from medical provider assessments.

Expenditures decreased $716 million (2.2 percent) from the prior fiscal
year with the largest decrease Occurring in State aid for social services
program and State operations spending. Social services expenditures decreased
$739 million (7.5 percent) due mainly to implementation of cost containment
strategies by the State and local governments, and reduced caseloads. General
purpose and health and environment expenditures grew $139 million (20.2
percent) and $121 million (33.3 percent), respectively. Health and environment
spending increased as a result of increases enacted in 1995-96. In State
operations, personal service costs and fringe benefits declined $241 million
(3.8 percent) and $55 million (3.6 percent), respectively, due to staffing
reductions. The decline in non-personal service costs of $170 million (8.6
percent) was caused by a decline in the litigation accrual. Pension
contributions increased $103 million (66.4 percent) as a result of the return
to the aggregate cost method used to determine employer contributions.

Net other financing sources nearly tripled, increasing $561 million, due
primarily to an increase in bonds issued by LGAC, a transfer from the Mass
Transportation Operating Assistance Fund and transfers from public benefit
corporations.

Special Revenue, Debt Service and Capital Projects Funds. An operating
deficit of $409 million was reported for Special Revenue Funds for the 1995-96
fiscal year which deceased the accumulated fund balance to $532 million.
Revenues increased $1.45 billion over the prior fiscal year (5.8 percent) as a
result of increases in federal grants and lottery revenues. Expenditures
increased $ 1.21 billion (5.4 percent) as a result of increased costs for
social services programs and an increase in the distribution of lottery
proceeds to school districts. Other financing uses increased $693 million (25.1
percent) primarily because of an increase in federal reimbursements transferred
to other funds.

Debt Service Funds ended the 1995-96 fiscal year with an operating surplus
of over $185 million and, as a result, the accumulated fund balance increased
to $1.94 billion. Revenues increased $10 million (0.5

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percent) because of increases in both dedicated taxes and mental hygiene
patient fees. Debt service expenditures increased $201 million (9.5 percent).
Net other financing sources increased threefold to $299 million, due primarily
to increases in patient reimbursement revenues.

An operating surplus of $276 million was reported in the Capital Projects
Funds for the State's 1995-96 fiscal year and, as a result, the accumulated
deficit fund balance in this fund type decreased to $712 million. Revenues
increased $260 million (14.9 percent) primarily because a larger share of the
petroleum business tax was shifted from the General Fund to the Dedicated
Highway and Bridge Trust Fund, and due to an increase in federal grant revenues
for transportation and local waste water treatment projects. Capital Projects
Funds expenditures increased $194 million (5.7 percent) in State fiscal year
1995-96 because of increased expenditures for education and health and
environmental projects. Net other financing sources increased by $577 million
as a result of an increased in proceeds from financing arrangements.

Due to changing economic conditions and information, public statements or
reports regarding the State Financial Plan and its constituent funds 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.

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 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

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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.

National and State Economic Outlooks. The information below summarizes the
national and State economic situation and outlook upon which projections of
receipts and certain disbursements were made for the 1998-99 Financial Plan.

U.S. Economy. The national economy grew strongly during the first quarter
of 1998 but slowed sharply in the second quarter, with the real growth rate
falling from 5.5 percent to 1.8 percent. Although continued moderation is
expected during the second half of the year, the annual growth rate for 1998 is
projected to be 3.4 percent. However, the slowing of growth within the domestic
economy, the contraction of export markets in many parts of the world and the
lack of inflationary pressure has encouraged the Federal Reserve Board ("FRB")
to commence a policy of gradually decreasing short-term interest rates. Nominal
GDP is expected to grow about 4.6 percent in 1998, more than a percentage point
slower than in 1997. Inflation, as measured by the Consumer Price Index, is
expected to be 1.7 percent in 1998. The annual rate of job growth is expected
to be 2.5 percent in 1998. The rate of growth of wages in 1998 will be 6.7
percent. In line with the general slowdown of the overall economy that has
occurred during the year, personal income growth is projected to decline from
5.6 percent in 1997 to 5.0 percent in 1998.

The current outlook for the nation has deteriorated modestly from the
Budget Division's July forecast, with weaker real and nominal growth now
anticipated and a general weakening of the business profits picture for the
balance of the fiscal year. There are, however, uncertainties inherent in any
economic forecast. Consumer or business spending could be weaker than expected,
due, perhaps to further significant declines in corporate profits or equity
values. Additionally, the international economic and financial disruptions
currently being felt around the globe could worsen or take longer than
anticipated to subside. The result could be a sharp, additional reduction in
domestic economic growth. Indeed, several private sector forecasters have
indicated a heightened risk of a national recession beginning in 1999. Under
that scenario, the FRB would be likely to lower short-term interest rates
faster and further than expected in an effort to reignite the nation's economic
engines. Alternatively, but less likely, the pace of US economic growth could
be faster if productivity or consumer spending becomes stronger than
anticipated, or if the economies of many of the countries of Asia and Latin
America recover more quickly than expected. If such growth, or a rapid rise in
labor, health or energy costs, awakens long-dormant inflationary pressures, the
FRB may reverse its current position and raise interest rates.

New York Economy. The healthy growth that has characterized the New York
economy continued during the first three-quarters of 1998. According to
seasonally-adjusted employment data from the State Labor Department, New York
has added over 90,000 private-sector jobs since December 1997 and over 370,000
since December 1994. The service sector accounted for 60,000 of the 1998
increase and trade added about 15,000. The unemployment rate was 5.5 percent in
September and remains above the national rate, as it has since 1991. The
State's current rate, however, is 0.9 percentage points below the level in
September 1997.

Compared with the July forecast, the DOB's current employment, income and
wage outlook is slightly higher for 1998. The forecast calls for employment to
increase about 2.0 percent in 1998. Personal income should increase about 5.0
percent in 1998 based on wage growth of around 6.2 percent.

The forecast for New York is subject to the same uncertainties as the
national forecast, as well as some specific to New York. The securities
industry is more important to the New York economy than to the national economy
and, therefore, a large change in financial market performance during the
forecast horizon could result in wage and employment levels that are
significantly different from those embodied in the forecast.

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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 work force 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 non-farm 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 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 sec-

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ond 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 Updates. 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 July Update. The State published first update to the cash basis
1998-99 State Financial Plan on July 30, 1998 (the "July Update"). In the
update, the State continued to project that the State Financial Plan for
1998-99 would remain in balance. The State made several revisions to the
receipt estimates in the financial Plan formulated with the enacted budget,
which had the net effect of increasing projected General fund receipts for
1998-99 to a total of $37.81 billion, up $250 million from its original
projection. The State made no change to the disbursement projections in the
1998-99 financial Plan, which it estimated at $36.78 billion for the 1998-99
fiscal year. The additional receipts boosted the State's projected reserve for
future needs to $1.01 billion, an increase of $250 million from the June
projections. The projected closing balance in the General fund of $1.67 billion
reflected the reserve for future needs of $1.10 billion, a balance of $400
million in the Tax Stabilization Reserve fund, a balance of $100 million in the
Contingency Reserve fund (after a deposit of 432 million during the current
fiscal year) and $158 million in the Community Projects fund.

The Mid-Year Update. The State issued its second update to the cash-basis
1998-99 State Financial Plan (the "Mid-Year Update") on October 30, 1997. The
State ended the first six months of the 1998-99 fiscal year with a General Fund
cash balance of $5.02 billion, some $143 million higher than projected in the
cash flow accompanying te July Update to the Financial Plan.

Receipts: Total receipts, including transfers from other funds, grew to
419.7 billion, through September approximately 452 million higher than
expected. This increase is comprised of additional tax revenues (approximately
422 million) and transfers from other funds ($30 million).

Disbursements: Total spending through the first six months of the fiscal
year was $16.27 billion, or $91 million lower than projected. This variance
results primarily from higher spending in Grants to Local Government ($27
million), offset by lower spending in State Operations ($124 million). These
variances are timing-related and should not affect total disbursements for the
fiscal year.

General Fund Receipts: Total receipts for 1998-99 are projected to reach
$37.84 billion, an increase of $29 million from the amount projected in July.
Of the $37.84 billion in total receipts, taxes are projected at over $34.5
billion, miscellaneous receipts at over 41.47 billion and transfers from other
funds at over $1.86 billion. Anticipated tax receipts have been reduced
slightly, but expected miscellaneous receipts and transfers from other funds
have been increased by enough to produce the net $29 million increase in
overall collections.

Personal Income Tax: Total income tax receipts are projected to reach
$21.44 billion, $29 million above the amount expected in July, and nearly $3.7
billion above the amount reported for 1997-98. The net increase from the July
forecast is attributable to modest upward revisions in estimated 1997 liability
as partially offset by slightly weaker expectations for collections on current
year liability for the balance of the current

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year. The current estimate reflects an anticipated deterioration in the growth
of financial sector bonuses and the resultant impact on withholding.

While gross collections under this tax are expected to grow approximately
10 percent from 1997-98, the exceptional year-to-year change in the estimate of
receipts from this source is still significantly attributable to the movement
of the General Fund surplus available at the end of 1997-98 into the current
fiscal year. The approximately $2.4 billion impact on the year-over-year change
that results from the surplus swing is only partially offset by the planned
diversion of slightly over $700 million in income tax receipts to the School
Tax Relief (STAR) Fund in the current year to fund statewide school property
tax relief for senior citizens.

User Taxes and Fees: Receipts from user taxes and fees are expected to
total $7.21 billion, down $3 million fro the amount projected in July, and
approximately $170 million above the amount reported for 1997-98. The reduction
in estimated collections from the July forecast is largely the result of lower
anticipated sales and use tax collections as partially offset by modestly
higher forecasts of receipts from the cigarette, beverage and motor fuel taxes
and from motor vehicle fees.

The modest downward revision in anticipated sales tax receipts is largely
attributable to small reductions in the expected consumption of taxable goods
over the balance of the fiscal year. The small upward revisions in the
remaining sources noted above largely reflect collection experience through the
first half of the year.

Business Taxes: Business tax collections, reflecting collection experience
in September and reduced expectations for profits in the balance of the year,
are expected to reach $4.79 billion, some $157 million below the amount
anticipated in the July plan. The revised estimate for 1998-99 is some $257
million below the amount recorded for the 1997-99 fiscal year.

The largest revision in this category from the July forecast is a $88
million reduction in anticipated receipts from the bank tax, reflecting both a
lower 1997 liability base than estimated in July as well as lower expected bank
earnings in the current year. Receipts expected under the State's general
business tax, the insurance tax and the corporation and utility tax were also
revised down, reflecting year-to-date collection experience, a weakening
profits outlook and, in the case of the utility levy, continued moderate
weather.

Other Taxes: Receipts from other taxes are projected at $1,072 million, an
increase of $53 million from the July forecast, largely on the basis of
higher-than-projected estate tax receipts in September. Despite the new, higher
forecast, the revised estimate for the current fiscal year represents a
year-over-year net decline of $22 million from actual results in 1997-98.

Miscellaneous Receipts and Transfers from other Funds: Miscellaneous
receipts are projected to reach $1.47 billion, an increase of some $70 million
from the amount anticipated in July, largely as a result of higher investment
income received during the first six months of the year and expected for the
balance of 1998-99. The revised estimate for the current year is still some
$124 million below the amount recorded in the category in the preceding fiscal
year.

Transfers from other funds are expected to be over $1.86 billion,
including $1.54 billion as the portion of sales tax receipts that flows to the
General Fund after meeting the debt service requirements of the LGAC. Total
receipts in this category are expected to be some $37 million higher than
projected in July, largely as a result of a $49 million increase in the
estimate of real estate transfer tax receipts available to be transferred to
the General Fund. The upward revision largely reflects the burst of commercial
sales in the New York City real estate market. The estimate of receipts
available to be transferred from LGAC has been reduced by nearly $12 million,
mirroring the reduction expected in the estimate of sales tax received directly
in the Gen-

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<PAGE>

eral Fund. The estimate of available transfers from other funds is now some
$156 million below the amount transferred in 1997-99.

General Fund Disbursements. The State is making no revisions to its July
disbursement estimates, with projected General Fund disbursements for the year
still expected to total $36.78 billion. The State believes year-to-date
disbursements and the trends underlying its yearly spending estimates remain
consistent with the July update and it does not anticipate any changes that
would alter total projected disbursements for the year.

Grants to Local Governments: The State continues to project disbursements
of $25.14 billion for the year, an increase of $1.88 billion over 1997-99. An
$830 million increase in cash disbursements for school aid over the prior year
is responsible for nearly half the year-over-year growth in this category.
Other significant increases include Medicaid ($144 million), handicapped
education programs ($108 million) and children and families programs ($66
million).

School aid is the largest program in terms of total spending in this
category, with disbursements of $9.7 billion expected in 1998-99. It is
followed by Medicaid ($5.6 billion), welfare $1.6 billion), services for
children and families ($927 million) and general purpose aid to local
governments ($837 million).

State Operations: This category accounts for the costs of running State
agencies. The State estimates $6.7 billion in spending for State Operations,
$511 million higher than 1997-98. This year-to-year growth reflects the
continuing phase-in of wage increase under existing collective bargaining
agreements, the impact of binding arbitration settlements, and the costs of
funding an extra payroll in 1998-99.

General State Charges: spending in this category, which accounts primarily
for fringe benefits of State employees, is projected to total $2.22 billion in
1998-99, a modest decrease from 1997-99.

Debt Service: Short and long-term debt service is projected at $2.14
billion, an increase of $111 million over 1997-98. For the first time, the
State plans to make a $50 million deposit to the Debt Reduction Reserve Fund.

Capital Projects and All other Transfers: Spending in this category is
estimated at $592 million, a decrease of $61 million over 1997-98, reflecting
the non-recurring nature of certain items included in the prior fiscal year.

Fund Balance. The Financial Plan now projects a closing balance in the
General Fund of $1.7 billion. The balance is comprised of the $1.04 billion
reserve for future needs, $400 million in the Tax Stabilization Reserve Fund,
$100 million in the Contingency Reserve Fund (after a planned deposit of $32
million in 1998-99) and $158 million in the Community Projects Funds.

Other Governmental Funds. Total spending from All Governmental Funds is
projected at $71.54 billion, unchanged from the July estimate. Spending is
projected at $34.07 billion for the General Fund (excluding transfers), $29.98
billion for the Special Revenue Funds, $4.14 billion for the Capital Projects
Funds, and $3.36 billion for the Debt Service Funds.

State Funds spending is estimated to total $48.58 billion. Consistent with
the General Fund and All Governmental Funds, the State is making no change to
the State Funds disbursement estimate in the July update. The State believes
year-to-date disbursements and the trends underlying its yearly spending
estimates remain consistent with the July update and its does not foresee any
changes that would significantly alter total projected disbursements for either
All Funds or State Funds for the year.

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Relevant News. 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.

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 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.

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<PAGE>

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 October 6, 1998, Moody's Investors Service, Inc.
("Moody's") confirmed its New York State general obligation bond rating of
single-A2. On April 20, 1998, New York's general obligation bond ratings were
the lowest of any state, except Louisiana. Moody's had rated New York State at
A2, Standard & Poor's ("S&P") had given it an A and Fitch IBCA ("Fitch") had
assigned it an A-plus.

On August 28, 1997, 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.

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

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<PAGE>

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.

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

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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 1998-99
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 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

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that involve: (i) employee welfare benefit plans where plaintiffs are 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) alleged responsibility of State officials to
assist in remedying racial segregation in the City of Yonkers; (vii) 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; (viii) challenges to the
promulgation of the State's proposed procedure to determine the eligibility for
and nature of home care services for Medicaid recipients; (ix) a challenge to
the constitutionality of petroleum business tax assessments authorized by Tax
Law SS 301; (x) 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; (xi) a challenge to the constitutionality of the Clean
Water/Clean Air Bond Act of 1996 and its implementing regulations; (xii) two
challenges to regulations promulgated by the Superintendent of Insurance that
established excess medical malpractice premium rates for the 1986-87 through
1996-97 fiscal years; and (xiii) an action to compel the State to enforce sales
and excise taxes imposed on tobacco products and motor fuel sold to non-Indian
customers on Indian reservations.

Adverse developments in the proceedings described above or the initiation
of new proceedings could affect the ability of the State to maintain balanced
1997-98 and 1998-99 State Financial Plans. 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 that the
1997-98 and 1998-99 State Financial Plans reserve for the payment of judgments
and, therefore, could affect the ability of the State to maintain balanced
plans.

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. Although the City has maintained balanced budgets in
each of its last seventeen fiscal years and is projected to achieve balances
operating result for the 1998-99 fiscal year, there can be no assurance that
the gap closing actions proposed in the 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 also
adversely affect the City's economic base. The City depends on State aid both
to enable the City to balance its budget and to meet its cash requirements.
There can be no assurance that there will not be reductions in State aid to the
City from amounts currently projected; that State budgets will be adopted by
the April 1st Statutory deadline or interim appropriations enacted; or that any
such reductions or delays will not have adverse effects on the City's cash flow
or revenues. The State could also be affected by 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. Current law
requires the City to prepare four-year annual financial plans, which are
reviewed and revised on a quarterly basis and includes capital, revenue, and
expense projections and outlines proposed gap-closing for the years with
projected budget gaps. An annual financial report for its most recent completed
fiscal year is prepared at the end of October of each year. The City's current
financial plan projects a surplus in the 1999 fiscal year, before discretionary
transfers and budget gaps for each of the 2000, 2001 and 2002 fiscal years.

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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 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 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 1999-2002 Financial Plan. For the 1997 fiscal year, the City had an
operating surplus, before discretionary transfers, and achieved balanced
operating results, after discretionary transfers, in accordance

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with GAAP. The 1997 fiscal year is the seventeenth year that the City has
achieved an operating surplus, before discretionary transfers, and balanced
operating results, after discretionary transfers.

The most recent quarterly modification to the City's financial plan for
the 1998 fiscal year, submitted to the Control Board on June 23, 1998 (the
"1998 Modification"), projects a balanced budget in accordance with GAAP for
the 1998 fiscal year.

One June 26, 1998, the City released the Financial Plan for the 1999-2002
fiscal years, which relates to the City and certain entities which receive
funds from the City. The Financial Plan reflects changes since the June 1997
Financial Plan, including changes as a result of the City's expense and capital
budgets for the 1999 fiscal year, which were adopted in June, 1998, and changes
subsequent to the adopted budget. The Financial Plan projects revenues and
expenditures for the 1999 fiscal year balanced in accordance with GAAP, and
projects gaps of $1.9 billion, $2.7 billion and $2.3 billion for the 2000
through 2002 fiscal years, respectively, after implementation of a gap closing
program to reduce agency expenditures by approximately $380 million in each of
fiscal years 2000 through 2002.

Changes since the June 1997 Financial Plan include: (i) an increase in
projected tax revenue of $1.1 billion, $955 million, $897 million and $1.7
billion in the 1999 through 2002 fiscal years, respectively; (ii) a reduction
in assumed State aid of between $134 million and $142 million in each of the
1999 through 2002 fiscal years, reflecting the adopted budget for the State's
1998 fiscal year; (iii) a delay in the assumed collection of $350 million of
projected rent payments for the City's airports in the 1999 fiscal year to
fiscal years 2000 through 2002; (iv) a reduction in projected debt service
expenditures totaling $419 million, $204 million and $226 million in the 1999
through 2001 fiscal years, respectively; (v) an increase in the Board of
Education (the "BOE") spending of $345 million, $41 million, $73 million and
$208 million in the 1999 through 2002 fiscal years, respectively; (vi) an
increase in expenditures for the City's proposed drug initiatives totaling
between $167 million and $193 million in each of the 1999 through 2002 fiscal
years; (vii) other agency net spending initiatives totaling $679 million, $487
million, $492 million and $896 million in fiscal years 1999 through 2002,
respectively; and (viii) increased pension costs of $127 million in the 1999
fiscal year and reduced pension costs of $254 million in fiscal years from
additional agency actions totaling $1.1 billion, $936 million, $910 million and
$962 million in fiscal years 1999 through 2002, respectively, including the
approximately $380 million gap closing program for each of fiscal years 2000
and 2002.

The 1998 Modification and the 1999-2002 Financial Plan include proposed
discretionary transfers in the 1998 fiscal year of approximately $2.0 billion
to pay certain debt service costs and subsidies due in the 1999 fiscal year,
and a proposed discretionary transfer in the 1999 fiscal year of $465 million
to pay debt service due in fiscal year 2000. In addition, the Financial Plan
reflects enacted and proposed tax reduction programs totaling $975 million,
$1.172 billion and $1.259 billion in fiscal years 2000 through 2002,
respectively, including the elimination of the City sales tax on all clothing
as of December 1, 1999, the expiration of the 12.5% personal income tax
surcharge on December 31, 1998, the extension of current tax reductions for
owners of cooperative and condominium apartments starting in fiscal year 2000
and a personal income tax credit for child care and for resident holders of
Subchapter S corporations starting in fiscal year 2000, which are subject to
State legislative approval, and reduction of the commercial rent tax commencing
in fiscal year 2000.

The Financial Plan 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 which is projected to provide
revenue of $172 million, $500 million and $514 million in the 2000, 2001 and
2002 fiscal years, respectively, and the expiration of the 12.5% personal
income tax surcharge on December 31, 1998, the expiration of which is projected
to reduce revenue by $201 million, $546 million, $568 million and $593 million
in the 1999 through 2002 fiscal years, respectively; (ii) collection of the
projected rent payments for the City's airports, totaling $15 million, $365
million, $155 million and $185 million in the 1999 through

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<PAGE>

2002 fiscal years, respectively, which may depend on the successful completion
of negotiations with The Port Authority of New York and New Jersey (the "Port
Authority") or the enforcement of the City's rights under the existing leases
through pending legal actions; and (iii) State and Federal approval of the
State and Federal gap-closing actions assumed in the Financial Plan. 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.

On June 5, 1998, the City Council adopted a budget which re-allocated
expenditures from those provided in the Executive Budget in the amount of $409
million. The re-allocated expenditures, which include $116 million from the
Budget Stabilization Account, $82 million from debt service, $45 million from
pension contributions, $54 million from social services spending and $112
million from other spending, were re-allocated to uses set forth in the City
Council's adopted budget. Such uses include a revised tax reduction program at
a revenue cost in the 1999 fiscal year of $45 million, additional expenditures
for various programs of $199 million and provision of $165 million to retire
high interest debt. The revised tax reduction program in the City Council's
adopted budget assumes the expiration of the 12.5% personal income tax
surcharge, rather than the implementation of the personal income tax reduction
program proposed in the Executive Budget.

On June 5, 1998, in accordance with the City Charter, the Mayor certified
to the City Council revised estimates of the City's revenues (other than
property tax) for fiscal year 1999. Consistent with this certification, the
property tax levy was estimated by the Mayor to require an increase to realize
sufficient revenue from this source to produce a balanced budget within
generally accepted accounting principles. On June 8, 1998, the City Council
adopted a property tax levy that was $237.7 million lower than the levy
estimated to be required by the Mayor. The City Council, however, maintained
that the revenue to be derived from the levy it adopted would be sufficient to
achieve a balanced budget because the property tax reserve for uncollectibles
could be reduced. Property tax bills for fiscal year 1999 were mailed by the
City's Department of Finance at the rates adopted by the City Council for
fiscal year 1998, subject to later adjustment. The City Charter provides for
this procedure in the event, as is the case this year, that budget adoption has
not been completed by June 5.

On June 10, 1998, the Mayor vetoed $196 million of spending added in the
expense budget adopted by the City Council and $315 million added in the
capital budget adopted by the City Council. On June 16, 1998, the City Council
voted to override the Mayor's vetoes. for a description of the respective roles
of the Mayor and the City Council in the budget adoption process, see "Section
III: Government and Financial Controls--City Financial Management, Budgeting
and Controls."

Collective Bargaining Agreements. The Financial Plan reflects the costs of
the settlements and arbitration awards with the United Federation of Teachers
("UFT"), a coalition of unions headed by District Council 37 of the American
Federation of State, County and Municipal Employees ("District Council 37") and
other bargaining units, which together represent approximately 97% of the
City's workforce, and assumes that the City will reach agreement with its
remaining municipal unions under terms which are generally consistent with such
settlements and arbitration awards. These contracts are approximately five
years in length and have a total cumulative net increase of 13%. Assuming the
City reaches similar settlements with its remaining municipal unions, the cost
of all settlements for all City-funded employees, as reflected in the Financial
Plan, would total $459 million and $1.2 billion in the 1998 and 1999 fiscal
years, respectively, and exceed $2 billion in every fiscal year after the 1999
fiscal year. See "Section VII: 1999-2002 Financial Plan
- --Assumptions--Expenditure Assumptions--1. Personal Service Costs". The
Financial Plan provides no additional wage increases for City employees after
their contracts expire in fiscal years 2000 and 2001.

Assumptions. The Financial Plan 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

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<PAGE>

and the extension of which is projected to provide revenue of $168 million,
$507 million, and $530 million in the 2000, 2001, and 2002 fiscal years,
respectively, and of the extension of the 12.5% personal income tax surcharge,
which is scheduled to expire on December 31, 1998 the extension of which is
projected to provide revenue of $187 million, $531 million and $554 million,
and $579 million in the 1999 through 2002 fiscal years, respectively; (ii)
collection of the projected rent payments for the City's airports, totaling
$365 million, $175 million, $170 million, and $70 million in the 1999 through
2002 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; and (iii) State
approval of the repeal of the Wicks law relating to contracting requirements
for City construction projects and the additional State funding assumed in the
Financial Plan, and State and Federal approval of the State and Federal
gap-closing actions proposed by the City in the Financial Plan. It is expected
that the Financial Plan will engender public debate which will continue through
the time the budget is scheduled to be adopted in June 1998, and that there
will be alternative proposals to reduce taxes (including the 12.5% personal
income tax surcharge) and increase in spending. Accordingly, the Financial Plan
may be changed by the time the budget for the 1999 fiscal year is adopted.
Moreover, 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 Plan is based on numerous additional 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 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 2002 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; the impact on
the City revenues and expenditures of Federal and State welfare reform and any
future legislation affecting Medicare or other entitlement programs; 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.

The Governor presented his 1998-1999 Executive Budget to the Legislature
on January 20, 1998. In recent years, however, the State has failed to adopt a
budget prior to the beginning of the fiscal year. A prolonged delay in the
adoption of the State's budget beyond the statutory April 1 deadline without
interim appropriations could delay the projected receipt 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.

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.

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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 1998-2002 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 decrease from
an estimated level of 204,685 on June 30, 1998 to an estimated level of 203,987
by June 30, 2002, 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 work force. 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 City's pension expenditures for the 1998 fiscal year are expected to
approximate $1.5 billion. In each of fiscal years 1999 through 2002, these
expenditures are expected to approximate $1.4 billion, $1.4 billion, $1.4
billion, and $1.3 billion, respectively. Certain of the systems may provide
pension benefits of 50% to 55% of "final pay" after 20 to 25 years of service
without additional benefits for subsequent years of service. For the 1997
fiscal year, the City's total annual pension costs, including the City's
pension costs not associated with the five major actuarial systems, plus
Federal Social Security tax payments by the City for the year, were
approximately 19.04% of total payroll costs. In addition, contributions are
also made by certain component units of the City and government units directly
to the three cost sharing multiple employer actuarial systems. The State
Constitution provides that pension rights of public employees are contractual
and shall not be diminished or impaired.

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, 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, and it is
expected that the staff of the Control Board will issue a report on the
1998-2002 Financial Plan in the near future.

On February 26, 1998, the City Comptroller issued a report on the 1998
fiscal year and the preliminary budget for the 1999 fiscal year, as reflected
in the 1997-2001 Financial Plan. With respect to the 1998 fiscal year, the
report identified a possible surplus of between $71 million and $293 million
above the level projected in the City's plan. The report stated that the
additional surplus reflects the possibility of the receipt of an additional
$225 million of tax revenues, and that the size of the possible surplus depends
primarily on whether the sale of the New York Coliseum for $200 million is
completed. With respect to the 1999 fiscal year, the report identified a
possible gap of $153 million or a possible surplus of $269 million, depending
upon whether the State approves the extension of 12.5% personal income tax
surcharge and the amount of surplus for the 1998 fiscal year available for debt
service in the 1999 fiscal year.

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The potential risks identified in the City Comptroller's report for the
1999 fiscal year include: (i) assumed payments from the Port Authority relating
to the City's claims for back rentals and an increase in future rentals, part
of which are the subject of the arbitration, totaling $335 million; (ii) State
approval of the 12.5% personal income tax surcharge beyond December 1, 1998,
which would generate $188 million in the 1999 fiscal year and which the Speaker
of the City Counsel has opposed; and (iii) the receipt of an additional $450
million of State and Federal aid assumed in the financial plan. The potential
risks are offset by potential additional resources for the 1999 fiscal year,
including the potential for an additional $150 million of State educational
aid, $150 million of additional debt service savings, $176 million in tax
revenues if the proposed sales tax reduction on clothing is not approved, $294
million of higher than projected tax revenues and the availability in the 1999
fiscal year of an additional $71 million to $293 million surplus from the 1998
fiscal year. The report also noted that the City Comptroller will begin writing
off outstanding education-aid receivables that are 10 years past due, which are
estimated to be approximately $4 million in the 1998 fiscal year and $39
million in the 1999 fiscal year, and which total $914 million for fiscal years
1989 through 1997. In addition, the report noted that City-funded expenditures
for the 1998 fiscal year are expected to exceed the ceiling established in the
May 1996 agreement between the City and MAC, which would permit MAC to recover
from the City in the 1999 fiscal year an amount equal to such excess spending,
up to $125 million. Finally, the report noted that, while the City is in a
relatively strong financial position, its reliance on State and Federal aid to
close its budget gap for the 1999 fiscal year raises concerns, and that the
City's spending will again be under pressure in the event of an economic
downturn. The City Comptroller also noted (in a separate report on the City's
capital debt) that debt burden measures, such as annual debt service as a
percentage of tax revenues, debt per capita, and debt assessed value of real
property, are approaching historically high post-fiscal crises levels, which
calls for restraint in the City's capital program, while the City's
infrastructure requires additional resources.

Also on February 26, 1998, the staff of OSDC issued a report on the
Financial Plan. With respect to the 1998 fiscal year, the OSCD report noted
that the City's revenues could be $200 million greater than projected in the
Financial Plan. While noting a potential delay in the receipt of proceeds from
the sale of the New York Coliseum, the report projects that it is not likely
that those resources will be needed in the 1998 fiscal year. The report
projected potential budget gaps of $462 million, $2.6 billion, $2.7 billion,
and $2.3 billion for the 1999 through 2002 fiscal years, respectively, which
include the gaps projected in the Financial Plan for fiscal years 2000 through
2002 and the additional net risks identified in the report totaling $762
million, $1.012 billion, $913 million, and $774 million for the 1999 through
2002 fiscal years, respectively, which are reduced by the potential for greater
than forecast revenues and lower than forecast pension costs for fiscal years
2000 through 2002. The largest risks identified in the report relate to (i) the
receipt of projected Port Authority lease payments which are the subject of
arbitration and lease negotiations; (ii) City gap-closing proposals for
additional State and Federal assistance; and (iii) State approval of a
three-year extension of the City's 12.5% personal income tax surcharge.
Additional risks identified in the report include unfunded expenditures for
project READ totaling $125 million for each of the 2000 through 2002 fiscal
years and the potential for additional funding needs for the City's labor
reserve, which total $104 million in the 1999 fiscal year and exceed $200
million in each of the 2000 through 2002 years, to pay for collective
bargaining increases for the Covered Organizations, which the Plan assumes the
Covered Organizations will pay instead of the City. The report noted that these
risks could be reduced if the Tax Reduction Program proposed in the Financial
Plan is not approved by the City Counsel and the State. The report also noted
that: (i) HHC faces potential budget gaps starting in the 1999 fiscal year and
reflecting the expected loss of revenues associated with the implementation of
Medicaid mandatory managed care; (ii) the Financial Plan assumes that the State
will extend the 14% personal income tax surcharge; (iii) the City faces
potential liability for State education aid owed from prior years which the
City could be required to write off if a plan is not reached to fund these
claims; and (iv) the City might be required to reimburse MAC up to $125 million
on the 1999 fiscal year if the City spending limits set forth in the May 1996
agreement with MAC are exceeded in the 1998 fiscal year. However, the report
noted that actual fiscal year 1998 spending will not be determined until
October 1998, and in the interim, City and MAC officials are discussing
solutions to the reimbursement problem.

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The OSDC report noted also that, while the City's financial outlook has
improved because of actions taken by the City, Federal, and State governments
and record securities industry performance, the staff remained concerned about
the City's dependence on the securities industry and whether the City will be
able to sustain a relatively high level of spending. The report noted that
City-funded spending is projected to grow by 7.2% in fiscal year 1998 and by
4.5% in fiscal year 1999, while revenues are projected to grow by only 1.8% in
fiscal year 1999. Moreover, the report noted that while the budget gaps for
fiscal years 2000 through 2002 have been reduced, they are still large by
historical standards, and the budget makes no provisions for wage increases
after the expiration of current contacts, which, at the projected inflation
rate, would increase costs by $375 million in fiscal year 2001 and by $725
million in fiscal year 2002. Finally, the report noted that the Asian financial
and economic crises could intensify and create greater impact on financial
markets in the U.S. economy than currently anticipated, or that the Federal
Reserve Board could raise interest rates, which could adversely affect the
financial markets and the City's financial condition.

On January 13, 1998, the IBO released a report setting forth its forecast
for the City's revenues and expenditures for the 1998 through 2001 fiscal
years, assuming continuation of current spending policies and tax laws. In the
report, the IBO forecasts that the City will end the 1998 fiscal year with a
surplus of $120 million, in addition to $514 million in the Budget
Stabilization Account. Additionally, the report forecasts that the City will
face gaps of $1.4 billion, $2.6 billion, and $2.8 billion in the 1999 through
2001 fiscal years, respectively, resulting from 4.8% annual growth in spending
form 1998 through 2001, compared with 2.2% annual revenue growth. The report
noted that slow revenue growth is attributable to a variety of factors,
including a gradual deceleration in economic growth through the first half of
calendar year 1999, the impact of recently enacted tax cuts and constraints on
increases in the real property tax, as well as uncertain back rent payments
from the Port Authority, while future costs for existing programs will increase
to reflect inflation and scheduled pay increases for the City employees during
the term of existing labor agreements. The report also noted that debt service
and education spending will increase rapidly, while spending for social
services rise more slowly due to lower projected caseloads.

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.

Previous Reports. 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

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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 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 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) 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

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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 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

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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.

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

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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 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
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.

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. The City has issued $1.075
billion of short-term obligations for the fiscal year 1998 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

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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.

Ratings Agencies. On August 6, 1998, as well as July 2, June 8 and May 27,
Fitch rated New York City's tax-exempt general obligation bonds as "A-". Fitch
qualified that rating, stating that concerns still remained over significant
projected outyear budget funding challenges coupled with sizable reliance on
the securities industry. On July 2, 1998, Moody's revised its rating on the New
York City General Obligation Bonds to Aaa from Baa1.

On July 16, 1998, S&P increased New York City's bond rating to A-, up one
notch from BBB+, but analysts at the agency also cautioned that New York still
had room for improvement and that they were worried about the City's rising
long-term debt and the Council's plan to cut taxes by $200 million this year
and $500 million in future years. On July 7, 1998, S&P had assigned its
triple-B-plus rating to New York City general obligation bonds, stating that
the ratings had been placed on CreditWatch with positive implications.

On February 3, 1998, S&P raised its credit outlook for New York City's
outstanding general obligation bonds from stable to positive but maintained its
BBB-plus rating. The City has held this rating since July 10, 1995, when S&P
lowered its rating 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.

On February 24, 1998 Moody's raised its rating for City general obligation
bonds from Baa1 to A3, based on improvement in its financial condition and
economy. Previously, on July 17, 1997, Moody's had 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.

On February 3, 1998, Fitch Investors Service, Inc. ("Fitch") set its
rating of City general obligation bonds at A-, which it has maintained 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

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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.

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 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.

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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, with ratings increases since 1996. 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 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 almost 33
million represents more than 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 1.8% in 1996.
During the early 1990's, net population growth in the State was due to births
and foreign immigration, but in recent years, the in-migration from the other
states has increased.

Total personal income in the State, at an estimated $865 billion in 1997,
accounts for almost 13% of all personal income in the nation. Total employment
is more than 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. Employment
levels stabilized by late 1993 and 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 5.6% in summer, 1998. Economic indicators
show a recovery underway in California since the start of 1994 particularly in
high technology manufacturing and services, including computer software,
electronic manufacturing and motion picture/ television production, and other
services, entertainment and tourism, and both residential and commercial
construction. The Asian economic crisis beginning in mid-1997 has significantly
reduced exports to that region, although this has been offset by increased
exports to Latin America and other areas. Overall, the Asian crisis is expected
to have a moderate dampening effect on the State's economy, but the economy is
still expected to outpace the nation in 1999. Any delay or reversal of the
recovery may create new shortfalls in State revenues.

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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 nonvoter-appointed 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
(for 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.

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

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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 $6.3 billion under the limit
for fiscal year 1998-99.

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, 1998, the State had outstanding approximately $18.7 billion of
long-term general obligation bonds, plus $825 million of general obligation
commercial paper which will be refunded by long-term bonds in the future, and
$6.5 billion of lease-purchase debt supported by the State General Fund. The
State also had about $7.2 billion of authorized and unissued long-term general
obligation bonds and lease

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purchase debt. In FY 1997-98, debt service on general obligation bonds and
lease purchase debt was approximately 4.4% of General Fund revenues.

Recent Financial Results. The principal sources of General Fund revenues
in 1996-1997 were the California personal income tax (47% of total revenues),
the sales tax (34%), bank and corporation taxes (12%), 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%).

Recent Budgets. As a result of the severe economic recession from 1990-94
and other factors, 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

o various one-time adjustments and accounting changes (some of which have
been challenged in court and reversed).

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.

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The State's financial condition improved during the 1995-96, 1996-97 and
1997-98 fiscal years, with a combination of better than expected revenues, a
slowdown in growth of social welfare programs, and continued spending restraint
based on the actions taken in earlier years. The State's cash position also
improved, and no external deficit borrowing has occurred over the end of these
three fiscal years.

The economy grew during these fiscal years, and as a result, the General
Fund took in greater tax revenue (around $2.2 billion in 1995-96, $1.6 billion
in 1996-97 and $2.1 billion in 1997-98) than were initially planned when the
budgets were enacted. These additional funds were largely directed to school
spending as mandated by Proposition 98, and to make up shortfalls from reduced
federal health and welfare aid in 1995-96 and 1996-97. The accumulated budget
deficit from the recession years was finally eliminated. The Department of
Finance estimates that the State's budget reserve (the SFEU) totaled about $400
million as of June 30, 1997 and $1.8 billion at June 30, 1998.

FY 1997-98 Budget. 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 then-expected additional General Fund revenues
for the fiscal year. The 1997-98 Budget Act provided another year of rapidly
increasing funding for K-14 public education. Support 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. The final results for FY
1997-98 showed General Fund revenues and transfers of $54.7 billion and
expenditures of $53.3 billion.

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," became effective January 1, 1998, and emphasizes
programs to bring aid recipients into the workforce. As required by federal
law, new time limits are placed on receipt of welfare aid.

FY 1998-99 Budget. The FY 1998-99 Budget Act was signed on August 21,
1998. After giving effect to line-item vetoes made by the Governor, the Budget
plan resulted in spending of about $57.3 billion for the General Fund and $14.7
billion for Special Funds. The Budget Act assumed General Fund revenues and
transfers in FY 1998-99 of $57.0 billion. After enactment of the Budget Act,
the Legislature passed a number of additional fiscal bills, which resulted in a
net increase of expenditures of about $250 million, but the Administration also
raised its estimate of revenues from the 1997-98 fiscal year. In total, the
Administration projected the balance in the SFEU at June 30, 1999 would be
about $1.2 billion. In November 1998, the Legislative Analyst's Office released
a report saying that revenues were somewhat lower, and expenditures somewhat
higher, than projected in the Budget Act, but the net variance would be within
the $1.2 billion reserve amount. The Administration's projections for the
balance of FY 1998-99 and for FY 1999-2000 will be released in early January.

As has been the case in the last several years, spending on K-12 education
increased significantly, by a total of $2.2 billion, with proected per-pupil
spending of $5,695, more than one-third higher than the per-pupil spending
during the last recession year of 1993-94. Funding to support higher education
was also increased significantly (15% for the University of California and 14%
for the California State University system). The Budget included some increases
in health and welfare programs, including the first increase in the monthly
welfare grant since levels were cut during the recession.

One of the most important elements of the 1998-99 Budget Act was agreement
on substantial tax cuts. The largest of these is a phased-in cut in the Vehicle
License Fee (an annual tax on the value of cars registered in the State, the
"VLF"). Starting in 1999, the VLF is reduced by 25%. Under current law, VLF
funds are automatically transferred to cities and counties, so the new
legislation provides for the General Fund to make up the reductions. If State
General Fund revenues continue to grow above certain targeted levels in future
years (a development which appears unlikely given more recent revenue
projections), the cut could reach as

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much as 67.5% by the year 2003. The initial 25% VLF cut will be offset by about
$500 million in General Fund money in FY 1998-99, and $1 billion for future
years. Other tax cuts in FY 1998-99 include an increase in the dependent credit
exemption for personal income tax filers, restoration of a renter's tax credit
for taxpayers, and a variety of business tax relief measures. The total cost of
these tax cuts is estimated at $1.4 billion for FY 1998-99.

Although, as noted, the 1998-99 Budget Act projects a budget reserve in
the SFEU of about $1.2 billion on June 30, 1999, the General Fund fund balance
on that date also reflects $1.0 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 1998-99 Budget Act contained a $300 million
appropriation from the General Fund toward this settlement.

Although the State's 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. After 1996, Fitch and Standard & Poor's raised their ratings of
California's general obligation bonds, which as of August 1998 were assigned
ratings of "A+" from Standard & Poor's, "Aa3" 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
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 revenues 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

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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. However, except for
agreement in 1997 on a new program for the State to substantially take over
funding for local trial courts (saving cities and counties some $400 million
annually), there has been no large-scale reversal of the property tax shift to
help local government.

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. 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 FY 1995-96 and FY1996-97. 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 for providing "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 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. Although litigation is brought from time to time which challenges the
constitutionality of such lease arrangements, the California Supreme Court
issued a ruling in August 1998 which reconfirmed the legality of these
financing methods.

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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 Funds 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 Funds' portfolios
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,
1998 are incorporated by reference into Part B as part of
the 1998 Annual Reports to Shareholders for such Funds as
filed with the Securities and Exchange Commission by the
Registrant on Form N-30D on October 29, 1998, accession
number 0000950146-98-001764, on Form N-30D on October 29,
1998, accession number 0000950146-98-001772 and on
Form N-30D on October 29, 1998, accession number
0000950146-98-001773. 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) Filed herewith.
(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.

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.

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>

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 15th day of April, 1999.

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 April 15, 1999
- ------------------------------- and Trustee
Fergus Reid, III

* Trustee April 15, 1999
- -------------------------------
William J. Armstrong

* Trustee April 15, 1999
- -------------------------------
John R.H. Blum

* Trustee April 15, 1999
- -------------------------------
Joseph J. Harkins

*
- ------------------------------- Trustee April 15, 1999
Richard E. Ten Haken

* Trustee April 15, 1999
- -------------------------------
Stuart W. Cragin, Jr.

* Trustee April 15, 1999
- -------------------------------
Irving L. Thode

/s/ H. Richard Vartabedian President April 15, 1999
- ------------------------------- and Trustee
H. Richard Vartabedian

* Trustee April 15, 1999
- -------------------------------
W. Perry Neff

* Trustee April 15, 1999
- -------------------------------
Roland R. Eppley, Jr.

* Trustee April 15, 1999
- -------------------------------
W.D. MacCallan

Trustee April 15, 1999
- -------------------------------
Sarah E. Jones

Trustee April 15, 1999
- -------------------------------
Leonard M. Spalding

/s/ Martin Dean Treasurer and April 15, 1999
- ------------------------------- Principal
Martin Dean Accounting
Officer

/s/ H. Richard Vartabedian Attorney in Fact April 15, 1999
- -------------------------------
H. Richard Vartabedian