VISTA^(SM) 100% U.S. TREASURY SECURITIES MONEY MARKET FUND

                   VISTA SHARES PROSPECTUS -- FEBRUARY 8, 1996

         Mutual Fund Trust (the  "Trust") is an open-end  management  investment
company  organized  as a business  trust under the laws of the  Commonwealth  of
Massachusetts  on February 4, 1994,  presently  consisting of 12 separate series
("Funds").  Under a multi-class  distribution system, the money market funds may
be offered through three separate  classes of shares (the  "Shares").  The Vista
Shares  described in and offered  pursuant to this  Prospectus are shares of the
Vista 100% U.S. Treasury Securities Money Market Fund (the "Vista Shares").  The
Premier  Shares of the Fund are offered  only to  institutional  clients and are
sold under a separate prospectus.  The Institutional Shares of the Fund are also
sold under a  separate  prospectus  available  only to  qualified  institutional
investors making an initial investment of at least $1,000,000.

         THE VISTA 100% U.S. TREASURY  SECURITIES MONEY MARKET FUND'S (the "100%
U.S.  Treasury  Fund" or the "Fund")  investment  objective  is to seek  maximum
current income  consistent  with maximum safety of principal and  maintenance of
liquidity.  The Fund seeks to achieve its objective by investing in  obligations
issued by the U.S.  Treasury,  including U.S.  Treasury bills,  bonds and notes,
which differ  principally only in their interest rates,  maturities and dates of
issuance. The Fund does not purchase securities issued or guaranteed by agencies
or  instrumentalities  of the U.S.  Government,  nor  does it  enter  repurchase
agreements.  Because  the Fund  invests  exclusively  in  direct  United  States
Treasury  Obligations,  investors  may benefit  from income tax  exclusions  and
exemptions that are available in certain states and localities.

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

         The Chase Manhattan Bank, N.A. ("Chase") is the investment adviser (the
"Adviser"), custodian (the "Custodian"), administrator (the "Administrator") and
a  Shareholder  Servicing  Agent for the 100% U.S.  Treasury  Fund.  Chase Asset
Management, Inc. is the investment sub-adviser ("CAM Inc." or the "Sub-Adviser")
for the 100% U.S.  Treasury Fund.  The parent company of the Adviser,  The Chase
Manhattan  Corporation has entered an Agreement and Plan of Merger with Chemical
Banking  Corporation  which,  if affected  will have  certain  effects  upon the
Adviser, see "Management of the Fund -- The Adviser" on page 8.

         Vista Broker-Dealer  Services,  Inc. ("VBDS") is the Fund's distributor
and is  unaffiliated  with Chase.  INVESTMENT  IN THE FUND IS SUBJECT TO RISK --
INCLUDING  POSSIBLE LOSS OF PRINCIPAL.  SHARES OF THE FUND ARE NOT BANK DEPOSITS
OR OBLIGATIONS  OF, OR GUARANTEED OR ENDORSED BY, THE CHASE MANHATTAN BANK, N.A.
OR ANY OF ITS AFFILIATES AND ARE NOT FEDERALLY  INSURED BY,  OBLIGATIONS  OF, OR
OTHERWISE  SUPPORTED  BY THE U.S.  GOVERNMENT,  THE  FEDERAL  DEPOSIT  INSURANCE
CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER AGENCY.

         An investment in the Fund is neither insured nor guaranteed by the U.S.
Government  and there can be no assurance that the Fund will be able to maintain
a stable  net  asset  value of $1.00 per  share.  Prospective  investors  should
carefully  consider the risks  associated  with an investment in the Fund. For a
further  discussion on the risks  associated with an investment in the Fund, see
"Investment  Objectives  and  Policies"  in  this  Prospectus.  There  can be no
assurance that the Fund will achieve its investment objective.

         The Vista Shares are continuously offered for sale without a sales load
through VBDS,  the Fund's  distributor  (the  "Distributor"),  to customers of a
financial institution,  such as a federal or state-chartered bank, trust company
or  savings  and loan  association  with  which  the Trust  has  entered  into a
shareholder servicing agreement  (collectively,  "Shareholder Servicing Agents")
or securities brokers or certain financial  institutions which have entered into
Selected  Dealer  Agreements  with the  Distributor.  The  Vista  Shares  have a
distribution plan and may incur distribution  expenses, at an annual rate not to
exceed a specified  percentage of average daily net assets.  An investor  should
obtain from his Shareholder Servicing Agent, if appropriate, and should read in








conjunction  with this  Prospectus,  the materials  provided by the  Shareholder
Servicing  Agent  describing  the  procedures  under which  Vista  Shares may be
purchased and redeemed through such Shareholder  Servicing Agent.  Shares may be
redeemed  by  shareholders  at the net asset value next  determined  on any Fund
Business Day as hereinafter defined.

         This Prospectus sets forth  concisely  information  concerning the Fund
and its Vista Shares that a prospective investor ought to know before investing.
A Statement of Additional  Information  dated February 8, 1996  containing  more
detailed  information  about the Fund has been  filed  with the  Securities  and
Exchange  Commission and is incorporated  into this Prospectus by reference.  An
investor may obtain a copy of the  Statement of Additional  Information  without
charge by contacting his  Shareholder  Servicing  Agent,  the Distributor or the
Fund.

         Investors  should  read  this  Prospectus  and  retain  it  for  future
reference.

         For information  about the Vista Shares,  simply call the Vista Service
Center at 1-800-34-VISTA.

                                      - 2 -







                                TABLE OF CONTENTS




Expense Summary......................................................  4
Investment Objectives and Policies...................................  5
Additional Information on Investment Policies and Techniques.........  5
Management of the Fund ..............................................  8
Purchases and Redemptions of Shares.................................. 11
Tax Matters.......................................................... 15
Other Information Concerning Shares of the Fund...................... 16
Shareholder Servicing Agents, Transfer Agent and Custodian........... 20
Yield and Performance Information.................................... 21
Other Information.................................................... 22


                                      - 3 -







                                 EXPENSE SUMMARY

         The  following  table  provides (i) a summary of the  aggregate  annual
operating  expenses of Vista Shares of the Fund,  as a percentage of average net
assets of Vista Shares of the Fund, and (ii) an example  illustrating the dollar
cost of such expenses on a $1,000 investment in Vista Shares of the Fund.

                                                                  Vista
                                                                  Shares
                                                                  ------
Annual Fund Operating Expenses
   (as a percentage of average net assets)
Investment Advisory Fee...........................................  10%
Rule 12b-1 Distribution Plan Fee..................................  10%
Administrative Fee................................................  05%

Other Expenses
   Sub-Administration Fee.........................................  05%
   Shareholder Servicing Fee (after estimated waiver)*............  18%
   Other Operating Expenses**.....................................  11%

Total Other Expenses..............................................  34%

Total Fund Operating Expenses (after waiver of fees)..............  59%



Example:
You would pay the  following  expenses on a $1,000  investment in the Fund based
upon  payment by the Fund of  operating  expenses at the levels set forth in the
table above, assuming (1) 5% annual return and (2) redemption at the end of:
   1 year...............................................................$ 6
   3 years..............................................................$19
   5 years..............................................................$33
   10 years.............................................................$74
- ---------------
*        "Total  Fund  Operating   Expenses"  reflect  the  agreement  by  Chase
         voluntarily to waive fees payable to it and/or reimburse expenses for a
         period  of  at  least  one  year  following  the  consummation  of  the
         Reorganization  (as  defined  under  "General--   Reorganization   With
         Predecessor  Fund" on page 14) to the extent necessary to prevent Total
         Fund  Operating  Expenses of the Fund for such  period  from  exceeding
         0.59% of average net assets.  "Shareholder Servicing Fees" for the Fund
         reflect  estimated  fee waivers by Chase  pursuant  to such  agreement;
         absent such waivers,  "Shareholder  Servicing  Fees" would be 0.35% for
         the Fund.  In  addition,  Chase has agreed to waive fees  payable to it
         and/or reimburse expenses for a two year period following  consummation
         of the  Reorganization  to the extent  necessary to prevent  Total Fund
         Operating  Expenses  for the Fund from  exceeding  0.71% of average net
         assets during such period.

**       "Other Operating  Expenses" include custody fees, transfer agency fees,
         registration fees, legal fees, audit fees,  directors' fees,  insurance
         fees,  and other  miscellaneous  expenses.  A  shareholder  may incur a
         $10.00 charge for certain wire redemptions.

         The expense  summary is intended to assist  investors in  understanding
the various costs and expenses  that a shareholder  in the Vista Shares class of
shares of the Fund will bear directly or indirectly.  The expense  summary shows
the   investment   advisory   fee,   distribution   fee,   administrative   fee,
sub-administration  fee and  shareholder  servicing  agent  fee  expected  to be
incurred by the Vista Shares class of shares of the Fund.

         As a result of the distribution fees,  long-term investors may pay more
than the economic  equivalent of the maximum front-end sales charge permitted by
the National  Association of Securities  Dealers,  Inc. ("NASD").  More complete
descriptions of each Class of shares' expenses,  including any fee waivers,  are
set forth herein or in the prospectus for such class of Shares.


                                      - 4 -







         THE "EXAMPLE" SET FORTH ABOVE SHOULD NOT BE CONSIDERED A REPRESENTATION
OF FUTURE EXPENSES OR ANNUAL RETURN OF VISTA SHARES OF THE FUND; ACTUAL EXPENSES
AND ANNUAL RETURN MAY BE GREATER OR LESS THAN THOSE SHOWN.

                       INVESTMENT OBJECTIVES AND POLICIES

         The Fund  seeks to  maintain  a net asset  value of $1.00 per share for
purchases and redemptions.  To do so, the Fund uses the amortized cost method of
valuing  securities  pursuant to Rule 2a-7 under the  Investment  Company Act of
1940, as amended (the "1940 Act"),  certain requirements of which are summarized
as  follows.   In  accordance   with  Rule  2a-7,   the  Fund  will  maintain  a
dollar-weighted  average portfolio maturity of 90 days or less and purchase only
instruments  having  remaining  maturities of 397 days or less. The Fund invests
only in  U.S.  dollar  denominated  securities  determined  in  accordance  with
procedures  established by the Board of Trustees to present minimal credit risks
and  which  are  rated  in the  highest  short-term  rating  category  for  debt
obligations  by  at  least  two   nationally   recognized   statistical   rating
organizations  ("NRSRO") (or one rating organization if the instrument was rated
only by one such  organization)  or, if unrated,  are of  comparable  quality as
determined in accordance with  procedures  established by the Board of Trustees.
If a security is backed by an  unconditional  demand feature,  the issuer of the
demand feature  rather than the issuer of the underlying  security may be relied
upon in determining  whether the foregoing criteria have been met. Securities in
which  the  Fund  invests  may not  earn as high a level of  current  income  as
long-term or lower quality securities.

         The Fund's  investment  objective is to seek to provide maximum current
income consistent with maximum safety of principal and maintenance of liquidity.
The Fund seeks to achieve its  objective by investing in  obligations  issued by
the U.S. Treasury,  including U.S. Treasury bills, bonds and notes, which differ
principally only in their interest rates,  maturities and dates of issuance. The
Fund  does  not  purchase   securities  issued  or  guaranteed  by  agencies  or
instrumentalities  of the  United  States  Government,  nor does it  enter  into
repurchase agreements.  The dollar weighted average maturity of the Fund will be
90 days or less.  Although the Fund seeks to be fully invested,  at times it may
hold uninvested cash reserves, which would adversely affect its yield.

         Interest on United States Treasury obligations is exempt from state and
local  income  taxes under  federal law; the interest is not exempt from federal
income tax. However, shareholders of the 100% U.S. Treasury Fund do not directly
receive  interest on United  States  Treasury  obligations,  but rather  receive
dividends from the 100% U.S.  Treasury Fund that are derived from such interest.
Although many states allow the character of the 100% U.S. Treasury Fund's income
to  pass  through  to  its   shareholders,   certain  states  do  not,  so  that
distributions  from the 100% U.S.  Treasury  Fund derived from  interest that is
exempt from state and local  income taxes when  received  directly by a taxpayer
may not be exempt from such taxes when earned as a dividend by a shareholder  of
the 100% U.S. Treasury Fund.  Shareholders of the 100% U.S. Treasury Fund should
consult their tax advisers as to state and local  consequences  of investment in
the Fund.

         Although the Fund's  investment  objective  may not be changed  without
shareholder  approval,  such approval is not required to change any of the other
investment  policies  discussed above or below under "Additional  Information on
Investment Policies and Techniques."


          ADDITIONAL INFORMATION ON INVESTMENT POLICIES AND TECHNIQUES

REVERSE REPURCHASE AGREEMENTS

         The Fund may enter into reverse repurchase  agreements to avoid selling
securities during unfavorable  market conditions to meet redemptions.  A reverse
repurchase  agreement  involves the sale of money market  securities held by the
Fund with an agreement to repurchase  the  securities at an  agreed-upon  price,
date  and  interest  payment.   Reverse  repurchase  agreements  have  the  same
characteristics  as borrowing by the Fund. During the time a reverse  repurchase
agreement is outstanding,  the Fund will maintain a segregated custodial account
containing U.S.  Government or other  appropriate  high-quality  debt securities
having a value equal to the repurchase price. Reverse repurchase  agreements are
usually for seven days or less and cannot be repaid prior to

                                      - 5 -







their expiration dates. Reverse repurchase  agreements involve the risk that the
market value of the Fund's securities transferred may decline below the price at
which the Fund is obliged  to  repurchase  the  securities.  Further,  because a
reverse repurchase agreement entered into by the Fund constitutes borrowing,  it
may have a leveraging effect.

WHEN-ISSUED OR FORWARD DELIVERY PURCHASES.

         The Fund may purchase new issues of securities in which it is permitted
to invest on a "when-issued"  or, with respect to existing issues, on a "forward
delivery"  basis,  which means that the securities will be delivered at a future
date beyond the customary settlement time. There is no limit as to the amount of
the  commitments  which  may be made by the  Fund to  purchase  securities  on a
"when-issued"  or  "forward  delivery"  basis.  The  Fund  does not pay for such
obligations or start earning  interest on them until the contractual  settlement
date.  Although  commitments  to purchase  "when-issued"  or "forward  delivery"
securities  will only be made with the  intention  of actually  acquiring  them,
these  securities may be sold before the settlement date if deemed  advisable by
the SubAdviser.

         While  it is not  intended  that  such  purchases  would  be  made  for
speculative  purposes,  purchases of securities on a  "when-issued"  or "forward
delivery" basis can involve more risk than other types of purchases and have the
effect  of  leveraging.   For  example,  when  the  time  comes  to  pay  for  a
"when-issued" or "forward delivery" security,  the Fund's securities may have to
be sold in order to meet payment  obligations,  and a sale of securities to meet
such  obligations  carries with it a greater  potential for the  realization  of
capital  gain,  which is not  tax-exempt.  Also,  if it is necessary to sell the
"when-issued" or "forward delivery" security before delivery, the Fund may incur
a loss because of market  fluctuations since the time the commitment to purchase
the  "whenissued"  or "forward  delivery"  security was made. Any gain resulting
from  any  such  sale  would  not  be  tax-exempt.  For  additional  information
concerning  these  risks  and  other  risks  associated  with  the  purchase  of
"whenissued"  or "forward  delivery"  securities as well as other aspects of the
purchase of securities  on a  "when-issued"  or "forward  delivery"  basis,  see
"Investment  Objectives,  Policies  and  Restrictions  --  Investment  Policies:
WhenIssued  and Forward  Delivery  Purchases"  in the  Statement  of  Additional
Information.

         No income  accrues to the  purchase of a security on a firm  commitment
basis prior to delivery.  Purchasing a security on a firm  commitment  basis can
involve a risk that the market  price at the time of delivery  may be lower than
the agreed upon purchase  price, in which case there could be an unrealized loss
at the time of delivery.

         The Fund will establish a segregated  account in which it will maintain
assets  in an  amount  at least  equal in value  to the  Fund's  commitments  to
purchase  securities on a firm  commitment  basis.  If the value of these assets
declines, the Fund will place additional liquid assets in the account on a daily
basis so that the value of the  assets in the  account is equal to the amount of
such commitments.

STAND-BY COMMITMENTS

The Fund may  enter  into put  transactions,  including  transactions  sometimes
referred to as stand-by commitments,  with respect to U.S. Government securities
held in its portfolio. In a put transaction, the Fund acquires the right to sell
a security  at an  agreed-upon  price  within a  specified  period  prior to its
maturity  date,  and  a  stand-by  commitment  entitles  the  Fund  to  same-day
settlement  and to receive an exercise  price equal to the amortized cost of the
underlying security plus accrued interest,  if any, at the time of exercise.  In
the event that the party obligated to purchase the underlying  security from the
Fund defaults on its  obligation to purchase the underlying  security,  then the
Fund might be unable to  recover  all or a portion  of any loss  sustained  from
having to sell the security elsewhere.  Acquisition of puts will have the effect
of increasing the cost of the securities subject to the put and thereby reducing
the yields  otherwise  available from such securities.  For further  information
concerning  stand-by  commitments,  see  "Investment  Objectives,  Policies  and
Restrictions -- Investment Policies -- Stand-by Commitments" in the Statement of
Additional Information.


                                      - 6 -







PORTFOLIO SECURITIES LENDING

         Although the Fund does not anticipate  engaging in such activity in the
ordinary  course  of  business,  the  Fund  may  lend  portfolio  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
its  total  assets.  In  connection  with  such  loans,  the 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  102% of the
current market value of the securities  loaned plus accrued  interest.  The Fund
can earn income through the investment of such collateral. The Fund continues to
be entitled  to the  interest  payable on a loaned  security  and, in  addition,
receive interest on the amount of the loan. Such loans will be terminable at any
time  upon  specified  notice.  The 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 risk 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 possible loss of
rights in the collateral should the borrower  experience  financial  difficulty.
Loans will be made only to firms  deemed by the Adviser or  SubAdviser  to be of
good  standing  and will not be made unless,  in the judgment of the  investment
Adviser or SubAdviser,  the consideration to be earned from such loans justifies
the risk.

         The foregoing  investment  policies and activities are not  fundamental
and may be changed by the Board of Trustees of the Trust without the approval of
shareholders. For more detailed descriptions of certain of the Fund's investment
activities, see "Investment Policies -- Additional Investment Activities" in the
Statement of Additional Information.

PORTFOLIO MANAGEMENT AND TURNOVER

         It is intended  that the portfolio of the Fund will be fully managed by
buying and selling  securities,  as well as holding  securities to maturity.  In
managing the portfolio of the Fund, the  Sub-Adviser  seeks to take advantage of
market developments, yield disparities and variations in the creditworthiness of
issuers. For a description of the strategies that may be used by the Sub-Adviser
in managing the portfolio of the Fund,  which may include  adjusting the average
maturity of a portfolio  in  anticipation  of a change in  interest  rates,  see
"Investment  Objective,   Policies  and  Restrictions  --  Investment  Policies:
Portfolio Management" in the Statement of Additional Information.

         Generally,  the primary  consideration in placing portfolio  securities
transactions with  broker-dealers  for execution is to obtain,  and maintain the
availability  of,  execution  at the  most  favorable  prices  and  in the  most
effective  manner  possible.   Since  money  market  instruments  are  generally
purchased in principal transactions, the Fund rarely pays brokerage commissions.
For a complete  discussion of portfolio  transactions and brokerage  allocation,
see "Investment  Objective,  Policies and  Restrictions -- Investment  Policies:
Portfolio  Transactions and Brokerage Allocation" in the Statement of Additional
Information.

EFFECT OF RULE 2a-7 ON PORTFOLIO MANAGEMENT

         The  portfolio  management  of the Fund is  intended to comply with the
provisions of Rule 2a-7 under the 1940 Act (the "Rule")  under which,  if a Fund
meets certain conditions,  it may use the "amortized cost" method of valuing its
securities.  Under  the  Rule,  the  maturity  of  an  instrument  is  generally
considered to be its stated maturity (or in the case of an instrument called for
redemption, the date on which the redemption payment must be made), with special
exceptions  for  certain  kinds  of  instruments.   Repurchase   agreements  and
securities loan  agreements are, in general,  treated as having a maturity equal
to the period remaining until they can be executed.

         In  accordance  with the  provisions  of the Rule,  the Fund must:  (i)
maintain a dollar weighted average portfolio  maturity (see above) not in excess
of  90  days,  (ii)  limit  its  investments  to  those  instruments  which  are
denominated  in U.S.  dollars,  which the Board of Trustees  determines  present
minimal credit risks,  and which are of "high quality" as determined by at least
two major rating services; or, in the case of any instrument that is split-rated
or not rated,  of comparable  quality as determined by the Board;  and (iii) not
purchase any instruments

                                      - 7 -







with a  remaining  maturity  (see  above) or more  than 397 days.  The Rule also
contains  special  provisions  as to the maturity of variable  rate and floating
rate instruments.

                             MANAGEMENT OF THE FUND

THE ADVISER

         The Chase Manhattan Bank, N.A.  manages the assets of the Fund pursuant
to an Investment  Advisory  Agreement.  Subject to such policies as the Board of
Trustees may determine,  Chase makes investment  decisions for the Fund. For its
services under the Investment Advisory  Agreement,  Chase is entitled to receive
an annual fee  computed  daily and paid monthly at an annual rate equal to 0.10%
of the Fund's average daily net assets.  However,  Chase may, from time to time,
voluntarily  waive all or a portion  of its fees  payable  under the  Investment
Advisory Agreement.

         The  Adviser,   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.  Its  headquarters is at One Chase Manhattan Plaza,
New York, NY 10081. The Adviser,  including its predecessor  organizations,  has
over 100 years of money management experience. Also included among the Adviser's
accounts are commingled trust funds and a broad spectrum of individual trust and
investment  management  portfolios.   These  accounts  have  varying  investment
objectives.

         On August 27, 1995, The Chase Manhattan Corporation announced its entry
into an Agreement  and Plan of Merger (the  "Merger  Agreement")  with  Chemical
Banking Corporation ("Chemical"),  a bank holding company, pursuant to which The
Chase  Manhattan  Corporation  will merge with and into  Chemical  (the "Holding
Company Merger"). Under the terms of the Merger Agreement,  Chemical will be the
surviving  corporation  in the  Holding  Company  Merger and will  continue  its
corporate  existence  under  Delaware  law under the name "The  Chase  Manhattan
Corporation"  ("New Chase").  The board of directors of each holding company has
approved the Holding Company  Merger,  which will create the second largest bank
holding  company in the United States based on assets.  The  consummation of the
Holding Company Merger is subject to certain closing conditions. On December 11,
1995,  the  respective  shareholders  of The  Chase  Manhattan  Corporation  and
Chemical voted to approve the Holding Company Merger. The Holding Company Merger
is expected to be completed on or about March 31, 1996.

         Subsequent  to the Holding  Company  Merger,  it is  expected  that the
adviser to the Funds,  The Chase Manhattan  Bank,  N.A., will be merged with and
into Chemical Bank. a New York State chartered bank ("Chemical Bank") (the "Bank
Merger" and  together  with the Holding  Company  Merger,  the  "Mergers").  The
surviving bank will continue  operations under the name The Chase Manhattan Bank
(as used herein,  the term "Chase" refers to The Chase  Manhattan Bank, N.A. and
its successor in the Bank Merger,  and the term "Adviser" means Chase (including
its successor in the Bank Merger) in its capacity as  investment  adviser to the
Fund).  The  consummation  of the Bank  Merger is  subject  to  certain  closing
conditions,  including  the receipt of certain  regulatory  approvals.  The Bank
Merger is expected to occur in July 1996.

         Chemical is a publicly owned bank holding  company  incorporated  under
Delaware law and registered  under the Federal Bank Holding Company Act of 1956,
as  amended.   As  of  December  31,  1995,   through  its  direct  or  indirect
subsidiaries,  Chemical  managed  more than $57  billion  in  assets,  including
approximately  $6.9 billion in mutual fund assets in 11 mutual fund  portfolios.
Chemical  Bank is a wholly owned  subsidiary of Chemical and is a New York State
chartered bank.

THE SUB-ADVISER

         Under the investment advisory agreement between the Trust, on behalf of
the Fund, and Chase, Chase may delegate a portion of its  responsibilities  to a
sub-adviser.  In addition, the investment advisory agreement provides that Chase
may render  services  through its own  employees or the employees of one or more
affiliated companies that are qualified to act as an adviser of the Fund and are
under the common control of Chase as long

                                      - 8 -







as all such persons are  functioning  as part of an organized  group of persons,
managed by authorized officers of Chase.

         Chase has entered into an investment  sub-advisory  agreement  with its
affiliate, CAM Inc., a registered investment adviser, on behalf of the Fund. The
Sub-Adviser is a wholly-owned  subsidiary of Chase.  Subject to the  supervision
and  direction  of the  Adviser  and the Board of  Trustees,  CAM Inc.  provides
investment  subadvisory  services  to the Fund in  accordance  with  the  Fund's
objectives  and  policies,  makes  investment  decisions for the Fund and places
orders to purchase and sell  securities on behalf of the Fund. The  Sub-Advisory
Agreement provides that, as compensation for services, the Sub-Adviser receives,
from  the  Adviser,  a fee,  based  on the  Fund's  average  daily  net  assets,
determined  at a rate agreed upon from time to time  between the Adviser and CAM
Inc.

         CAM Inc. is a  wholly-owned  operating  subsidiary  of Chase,  and upon
consummation of the Bank Merger, will be a wholly-owned  operating subsidiary of
the Adviser. CAM Inc. is registered with the Commission as an investment adviser
and was formed for the purpose of providing  discretionary  investment  advisory
services  to  institutional   clients  and  to  consolidate  Chase's  investment
management  function,  and the same individuals who serve as portfolio  managers
for CAM Inc. also serve as portfolio  managers for Chase. CAM Inc. is located at
1211 Avenue of the Americas, New York, New York 10036.

         CERTAIN RELATIONSHIPS AND ACTIVITIES. Chase and its affiliates may have
deposit,  loan and other commercial  banking  relationships  with the issuers of
securities purchased on behalf of the Fund, including  outstanding loans to such
issuers  which may be repaid in whole or in part with the proceeds of securities
so  purchased.  Chase and its  affiliates  deal,  trade and invest for their own
accounts  in U.S.  Treasury  obligations  and are among the  leading  dealers of
various types of U.S.  Treasury  obligations.  Chase and its affiliates may sell
U.S. Treasury obligations to, and purchase them from, other investment companies
sponsored by the Distributor or affiliates of the Distributor.  The Adviser will
not invest  any Fund  assets in any U.S.  Treasury  obligations  purchased  from
itself or any affiliate,  although under certain  circumstances  such securities
may be purchased  from other members of an  underwriting  syndicate in which the
Adviser or an affiliate is a non-principal  member.  This  restriction may limit
the amount or type of U.S.  Treasury  obligations  available  to be purchased on
behalf  of the Fund.  The  Adviser  has  informed  the Fund  that in making  its
investment  decisions,  it does not obtain or use material inside information in
the  possession  of any other  division or  department of such Adviser or in the
possession  of any  affiliate of such  Adviser,  including the division of Chase
that  performs  services for the Trust as  Custodian.  Shareholders  of the Fund
should be aware that,  subject to applicable  legal or regulatory  restrictions,
Chase and its affiliates may exchange among themselves certain information about
the shareholders and their accounts.

ADMINISTRATOR

         Pursuant  to an  administration  agreement,  dated  April 15, 1994 (the
"Administration  Agreement"),  Chase serves as  Administrator  of the Trust. The
Administrator provides certain administrative services,  including,  among other
responsibilities,  coordinating  relationships with independent  contractors and
agents;  preparing  for  signature by officers  and filing of certain  documents
required for compliance with applicable laws and regulations  excluding those of
the  securities  laws of the various  states;  arranging for the  maintenance of
books and records;  and providing office  facilities  necessary to carry out its
duties.  For these services and  facilities,  the  Administrator  is entitled to
receive  from the Fund a fee  computed  daily and paid monthly at an annual rate
equal  to  0.05%  of  the  Fund's  average  daily  net  assets.   However,   the
Administrator may, from time to time,  voluntarily waive all or a portion of its
fees payable under the Administration Agreement. The Administrator,  pursuant to
the terms of the Administration Agreement,  shall not have any responsibility or
authority for the Fund's investments, the determination of investment policy, or
for any matter pertaining to the distribution of Fund shares.

         REGULATORY  MATTERS.  Banking  laws  and  regulations,   including  the
Glass-Steagall  Act as  currently  interpreted  by the Board of Governors of the
Federal Reserve System,  prohibit a bank holding  company  registered  under the
Bank Holding  Company Act of 1956,  as amended,  or any  affiliate  thereof from
sponsoring, organizing, controlling, or distributing the shares of a registered,
open-end investment company continuously engaged in the

                                      - 9 -







issuance of its shares, and prohibit banks generally from issuing, underwriting,
selling or  distributing  securities,  but do not  prohibit  such a bank holding
company or affiliate from acting as investment adviser, administrator,  transfer
agent, or custodian to such an investment  company or from purchasing  shares of
such a company as agent for and upon the order of a  customer.  The  Adviser and
the Trust  believe that Chase,  CAM, Inc. or any other  affiliate of Chase,  may
perform the investment  advisory,  administrative,  custody and transfer  agency
services for the Fund, as the case may be, described in this Prospectus and that
Chase, CAM, Inc., or any other affiliate of Chase,  subject to such banking laws
and  regulations,  may perform the  shareholder  services  contemplated  by this
Prospectus  without  violation  of such banking  laws or  regulations.  However,
future changes in legal requirements  relating to the permissible  activities of
banks  and  their  affiliates,  as well as  future  interpretations  of  present
requirements,  could prevent  Chase,  CAM, Inc. or any other  affiliate of Chase
from  continuing  to  perform  investment  advisory,  administrative  or custody
services for the Fund,  as the case may be, or require  Chase,  CAM, Inc. or any
other affiliate of Chase to alter or discontinue the services  provided by it to
shareholder of the Funds.

         If Chase,  CAM,  Inc. or any other  affiliate of Chase were  prohibited
from performing investment advisory, administrative,  custody or transfer agency
services  for the  Fund,  as the case may be, it is  expected  that the Board of
Trustees would recommend to  shareholders  that they approve new agreements with
another  entity or entities  qualified to perform such  services and selected by
the Board of Trustees.  If Chase, CAM, Inc. or any other affiliate of Chase were
required to discontinue all or part of its shareholder servicing activities, its
customers would be permitted to remain the beneficial  owners of Fund shares and
alternative  means for  continuing  the  servicing  of such  customers  would be
sought.  Vista does not  anticipate  that  investors  would  suffer any  adverse
financial consequences as a result of these occurrences.

         In addition,  state  securities  laws on this issue may differ from the
interpretations  of  federal  law  expressed  herein  and  banks  and  financial
institutions may be required to register as dealers pursuant to state laws.

         Based on the advice of its  counsel,  Chase  believes  that the court's
decision, and these other decisions of federal banking regulators,  permit it to
serve as investment adviser to a registered, open-end investment company.


         Regarding  the  performance  of  shareholder  servicing  and  custodial
activities,  the staff of the Office of the  Comptroller of the Currency,  which
supervises  national  banks,  has issued opinion  letters  stating that national
banks may engage in shareholder servicing and custodial  activities.  Therefore,
Chase believes, based on advice of its counsel, that it may serve as shareholder
servicing agent to the Fund and render the services described in the shareholder
servicing agreements,  and Chase believes,  based on advice of its counsel, that
it may serve as  Custodian to the Trust and render the services set forth in the
Custodian Agreement,  as appropriate,  incidental national banking functions and
as proper adjunct to its serving as investment  adviser and administrator to the
Fund.

         Industry  practice  and  regulatory  decisions  also  support  a bank's
authority to act as administrator for a registered investment company. Chase, on
the advice of its counsel, believes that it may render the services described in
its  Administration  Agreement without violating the Glass-Steagall Act or other
applicable banking laws.

         Possible  future changes in federal law or  administrative  or judicial
interpretations  of current or future law,  however,  could  prevent  Chase from
continuing to perform investment advisory,  shareholder servicing,  custodian or
other administrative  services for the Fund. If that occurred, the Trust's Board
of Trustees  promptly  would seek to obtain for the Fund the services of another
qualified adviser,  shareholder servicing agent, custodian or administrator,  as
necessary.  Although no assurances  can be given,  the Trust  believes  that, if
necessary,  the switch to a new adviser,  shareholder servicing agent, custodian
or  administrator  could be accomplished  without undue disruption to the Funds'
operations.

         In addition,  state  securities  laws on this issue may differ from the
interpretation  of  federal  law  expressed  herein,  and  banks  and  financial
institutions may be required to register as dealers pursuant to state law.

                                     - 10 -








                       PURCHASES AND REDEMPTIONS OF SHARES

                                    PURCHASES

         The Vista Shares are continuously offered for sale without a sales load
at the net asset value next  determined  through Vista  Broker-Dealer  Services,
Inc.  ("VBDS" or the  "Distributor")  after an order is received and accepted by
the Transfer Agent, provided it is transmitted prior to 12:00 noon, Eastern time
on any business day during which the New York Stock Exchange and the Adviser are
open for trading  ("Fund  Business  Day").  (See "Other  Information  Concerning
Shares of the Fund -- Net Asset  Value").  Orders for Vista Shares  received and
accepted prior to the above  designated  times will be entitled to all dividends
declared on such day.

         It is  anticipated  that the Vista  Shares' net asset value will remain
constant  at $1.00  per  share  and the Fund  will  employ  specific  investment
policies and procedures to accomplish  this result.  Shares are being offered to
customers of a Shareholder Servicing Agent (i.e., a financial institution,  such
as a  federal  or  state-chartered  bank,  trust  company  or  savings  and loan
association  that has entered into a shareholder  servicing  agreement  with the
Fund) or to customers of brokers or certain  financial  institutions  which have
entered into  Selected  Dealer  Agreements  with VBDS.  An investor may purchase
Vista Shares by authorizing his Shareholder Servicing Agent, broker or financial
institution to purchase such Shares on his behalf through the Distributor, which
the Shareholder  Servicing Agent,  broker or financial  institution must do on a
timely basis. All share purchases must be paid for in U.S.  dollars,  and checks
must be  drawn  on U.S.  banks.  In the  event  a check  used to pay for  shares
purchased is not honored by the bank on which it is drawn,  the  purchase  order
will be canceled and the  shareholder  will be liable for any losses or expenses
incurred by the Fund or its agents.

         All purchases made by check should be in U.S.  dollars and made payable
to the Vista Funds.  Third party  checks,  except  those  payable to an existing
shareholder   who  is  a  natural   person  (as  opposed  to  a  corporation  or
partnership),  credit cards and cash will not be accepted.  When  purchases  are
made by check or periodic automatic investment,  redemptions will not be allowed
until the  investment  being  redeemed  has been in the  account for 15 business
days.

         Shareholder  Servicing  Agents may offer  additional  services to their
customers,  including specialized  procedures for the purchase and redemption of
Vista  Shares,  such as  pre-authorized  or systematic  purchase and  redemption
programs and "sweep" checking  programs.  Each  Shareholder  Servicing Agent may
establish its own terms,  conditions and charges,  including  limitations on the
amounts of  transactions,  with  respect  to such  services.  Charges  for these
services may include fixed annual fees,  transaction fees,  account  maintenance
fees and minimum account balance requirements.  The effect of any such fees will
be to reduce  the  yield on the  investment  of  customers  of that  Shareholder
Servicing Agent. Conversely,  certain Shareholder Servicing Agents may (although
they are not  required  by the Fund to do so)  credit to the  accounts  of their
customers  from  whom  they are  already  receiving  other  fees an  amount  not
exceeding  the fees for their  services  as  Shareholder  Servicing  Agents (see
"Shareholder  Servicing  Agents,  Transfer  Agent and  Custodian --  Shareholder
Servicing  Agents"),  which will have the effect of increasing  the yield on the
investment  of  customers  of  that  Shareholder  Servicing  Agent.  Shareholder
Servicing  Agents may also increase or reduce the minimum dollar amount required
to invest in the Fund and waive any applicable holding periods.

         The Fund intends to be as fully  invested at all times as is reasonably
practicable in order to enhance the yield on its assets.  Accordingly,  in order
to make investments which will immediately  generate income,  the Fund must have
federal  funds  available  to it (i.e.,  monies  credited  to the account of the
Fund's  custodian bank by a Federal Reserve Bank).  Each  Shareholder  Servicing
Agent has agreed to provide each of the Vista Shares with federal funds for each
purchase  at  the  time  it  transmits  the  order  for  such  purchase  to  the
Distributor.  Therefore,  each  shareholder and  prospective  investor should be
aware that if he does not have  sufficient  funds on deposit  with, or otherwise
immediately  available to, his Shareholder Servicing Agent, there may be a delay
in transmitting and effecting his purchase order since his Shareholder Servicing
Agent  will have to  convert  his  check,  bank  draft,  money  order or similar
negotiable  instrument into federal funds prior to effecting the purchase order.
In such case,  the  purchase  order will be effected at the  purchase  price per
share next determined after the

                                     - 11 -







conversion to federal funds has been accomplished. If such a delay is necessary,
it is expected that in most cases it would not be longer than two business days.

         The Vista Shares  reserves the right to cease offering  shares for sale
at any  time,  to  reject  any order  for the  purchase  of shares  and to cease
offering any services  provided by a Shareholder  Servicing  Agent.  Fund shares
will be maintained in book entry form, and no certificates  representing  shares
owned will be issued to shareholders.

                               MINIMUM INVESTMENTS

         The Fund has established minimum initial and additional investments for
the purchase of Fund Shares.  The  minimums  detailed  below vary by the type of
account being established:

                                                                  Minimum
                                                                  Initial
         Account Type                                            Investment
- --------------------------------------------                  ----------------
Individual......................................................$   2,500(1)
Individual Retirement Account (IRA).............................$   1,000(2)
Spousal IRA.....................................................$     250(2)
SEP-IRA.........................................................$   1,000(2)
Purchase Accumulation Plan......................................$     250(3)
Payroll Deduction Program (401(k), 403(b), Keogh)...............$     100(4)

- ---------------
(1)      Employees  of the Adviser  and its  affiliates,  and certain  Qualified
         Persons are eligible for a $1,000 minimum initial investment.
(2)      A $250  minimum  initial  investment  is allowed if the new  account is
         established with a $100 minimum monthly  Systematic  Investment Plan as
         described below.
(3)      Account  must be  established  with a $200 minimum  monthly  Systematic
         Investment Plan as described below.
(4)      A $25  minimum  monthly  investment  must  be  established  through  an
         automated payroll cycle.

         The minimum additional investment is $100 for all types of accounts.

         For further  information  as to how to direct a  Shareholder  Servicing
Agent to purchase shares of the Fund, an investor should contact his Shareholder
Servicing Agent.

         SYSTEMATIC  INVESTMENT  PLAN.  A  shareholder  may  establish a monthly
investment  plan by which  investments are  automatically  made to his/her Vista
Fund account through  Automatic  Clearing House (ACH) deductions from a checking
account. The minimum monthly investment through this plan is $100.  Shareholders
may choose either to have these  investments made during the first or third week
each month.  Please note that your  initial ACH  transactions  may take up to 10
days from the receipt of your request to be established.

         Shareholders  electing to start this  Systematic  Investment  Plan when
opening an account should complete Section 8 of the account application. Current
shareholders  may begin a  Systematic  Investment  Plan at any time by sending a
signed letter with  signature  guarantee to the Vista Service  Center,  P.O. Box
419392,  Kansas City, MO  64141-6392.  The letter should contain your Vista Fund
account number, the desired amount and cycle of the systematic  investment,  and
must include a voided  check from the checking  account from which debits are to
be made.  A signature  guarantee  may be obtained  from a bank,  trust  company,
broker-dealer or other member of the national securities  exchange.  Please note
that a notary public cannot provide signature guarantees.



                                     - 12 -







                                   REDEMPTIONS

         A  shareholder  may  redeem  all or any  portion  of the  shares in his
account on any Fund Business Day at the net asset value next determined  after a
redemption  request  in  proper  form is  furnished  by the  shareholder  to his
Shareholder  Servicing  Agent and  transmitted by it to and received by a Fund's
Transfer  Agent.  Therefore,  redemptions  will be  effected on the same day the
redemption order is received only if such order is received prior to 12:00 noon,
Eastern time.  Shares which are redeemed earn  dividends up to and including the
day prior to the day the  redemption  is effected.  The proceeds of a redemption
normally will be paid on the Fund Business Day the  redemption is effected,  but
in any event within seven days.  The  forwarding of proceeds from  redemption of
shares which were recently  purchased by check may be delayed until the purchase
check has cleared, which may take up to fifteen days. Similarly,  the forwarding
of proceeds from redemption of shares which were purchased by Automatic Clearing
House transfer may be delayed up to seven days. A shareholder  who is a customer
of a Shareholder  Servicing Agent may redeem his Vista Shares by authorizing his
Shareholder  Servicing  Agent or its  agent to  redeem  such  shares  which  the
Shareholder Servicing Agent or its agent must do on a timely basis.

         The  signature  of  both  shareholders  is  required  for  any  written
redemption  requests  (other  than  those by  check)  from a joint  account.  In
addition, a redemption request may be deferred for up to 15 calendar days if the
Transfer  Agent has been  notified of a change in either the address or the bank
account registration previously listed in the Fund records.

         Although  the Fund  generally  retains the right to pay the  redemption
price of shares in kind with securities (instead of cash) the Trust has filed an
election under Rule 18f-1 of the Investment Company Act of 1940, as amended (the
"1940 Act"),  committing  to pay in cash all  redemptions  by a  shareholder  of
record up to the amounts specified in the rule (approximately $250,000).

         The payment of redemption requests may be wired or mailed directly to a
previously  designated domestic commercial bank account.  However, all telephone
redemption  requests  in  excess  of  $25,000  will be  wired  directly  to such
previously   designated  bank  account,  for  the  protection  of  shareholders.
Normally,  redemption  payments  will be  transmitted  on the next  business day
following  receipt of the  request  (provided  it is made  prior to 12:00  noon,
Eastern time).  Redemption  payments requested by telephone may not be available
in a  previously  designated  bank  account  for up to four  days.  If no  share
certificates  have been issued,  a wire redemption may be requested by telephone
or wire to the Vista Service Center. For telephone  redemptions,  call the Vista
Service Center at (800) 34-VISTA.

         The right of any  shareholder  to receive  payment  with respect to any
redemption may be suspended or the payment of the redemption  proceeds postponed
during any period in which the New York Stock  Exchange  is closed  (other  than
weekends  or  holidays)  or trading on such  exchange is  restricted  or, to the
extent otherwise  permitted by the 1940 Act if an emergency exists.  Payment may
also be delayed on days when the Federal Reserve Bank is closed.

         AUTOMATIC  REDEMPTION PLAN. A shareholder owning $10,000 or more of the
shares of the Fund as determined by the then current net asset value may provide
for the payment monthly or quarterly of any requested  dollar amount (subject to
limits)  from  his  account  to his  order.  A  sufficient  number  of full  and
fractional shares will be redeemed so that the designated payment is received on
approximately the 1st or 15th day of the month following the end of the selected
payment period.

         For further  information  as to how to direct a  Shareholder  Servicing
Agent to redeem shares of the Fund, a shareholder should contact his Shareholder
Servicing Agent.

         REDEMPTION  OF ACCOUNTS OF LESS THAN $500.  The Fund may  involuntarily
redeem the shares of any  shareholder,  if at such time, the aggregate net asset
value of the shares in such  shareholder's  account  is less than  $500.  In the
event of any such  redemption,  a  shareholder  will  receive  at least 60 days'
notice prior to the redemption.


                                     - 13 -







                               EXCHANGE PRIVILEGES

         Shareholders  of the Vista  Shares of the Fund may exchange at relative
net asset value among the Vista  Shares  offered by Vista's  other money  market
funds,  and may exchange at relative net asset value plus any  applicable  sales
charges  among  certain  classes of shares of  portfolios  of Mutual  Fund Group
("MFG"),  an affiliated  investment  company,  of which Chase is the adviser and
VBDS is the  distributor,  in  accordance  with the  terms  of the  then-current
prospectus  of the Fund being  acquired.  The  prospectus of the Fund into which
shares are being  exchanged  should be read carefully  prior to any exchange and
retained  for future  reference.  With  respect to  exchanges  into a fund which
charges a front-end  sales  charge,  such sales charge will not be applicable if
the shareholder previously acquired his Vista Shares by exchange from such fund.

         Under the Exchange  Privilege,  Shares of a Fund may be  exchanged  for
shares of other Funds of the Trust or MFG only if those Funds are  registered in
the states  where the exchange  may legally be made.  In  addition,  the account
registration  for the Vista Fund (whether a Fund of the Trust or MFG) into which
shares of the Funds are being exchanged must be identical to that of the account
registration  for the Fund  from  which  shares  are  being  redeemed.  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 up to five
business  days if the  fund  determines  that it would  be  disadvantaged  by an
immediate transfer of the proceeds.

         This privilege may be amended or terminated at any time without notice.
Arrangements  have been made for the acceptance of  instructions by telephone to
exchange shares if certain  preauthorizations  or indemnifications  are accepted
and on file. Further information and telephone exchange forms are available from
the Vista Service Center.

         MARKET TIMING.  The exchange privilege is not intended as a vehicle for
short-term  trading.  Excessive  exchange  activity may interfere with portfolio
management  and have an adverse  effect on all  shareholders.  In order to limit
excessive  exchange  activity and other  circumstances  where the  Trustees,  or
Adviser  believes  doing so would be in the best interest of the Fund,  the Fund
reserves the right to revise or  terminate  the  exchange  privilege,  limit the
amount  or  number of  exchanges  or  reject  any  exchange.  In  addition,  any
shareholder  who makes more than ten  exchanges of shares  involving a Fund in a
year or three in a calendar quarter will be charged $5.00 administration fee per
each such exchange.

                                     GENERAL

         REORGANIZATION  WITH PREDECESSOR FUND. The Fund has been established to
receive all the assets of The Hanover 100% U.S. Treasury Securities Money Market
Fund series of The Hanover  Funds,  Inc. (the  "Predecessor  Fund").  Subject to
approval by the shareholders of the Predecessor  Fund, the Predecessor Fund will
transfer all its assets and liabilities to the Fund in exchange for Vista shares
of the  Fund,  which  will  be  distributed  pro  rata  to  shareholders  of the
Predecessor   Fund,   who   will   become   shareholders   of  the   Fund   (the
"Reorganization").   The  Predecessor  Fund  will  cease  operations  after  the
Reorganization. The Fund will have no assets and will not begin operations until
the Reorganization occurs.

         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 Fund's  Transfer  Agent may defer
acting on a  shareholder's  instructions  until it has  received  them in proper
form. In addition, the privileges described in this Prospectus are not available
until a completed and signed account application has been received by the Fund's
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.  To  provide  evidence  of
telephone  instructions,  the Transfer Agent will record telephone conversations
with  shareholders.  The Fund will employ reasonable  procedures to confirm that
instructions  communicated by telephone are genuine.  In the event the Fund does
not employ such  procedures,  it may be liable for losses due to unauthorized or
fraudulent instructions.


                                     - 14 -







         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,  the Fund or its agents are 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 the 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 the  Fund in  writing.  Shareholders  agree  to  release  and hold
harmless the Fund, the Adviser,  the  Administrator,  any Shareholder  Servicing
Agent or sub-agent and broker-dealer, and the officers, directors, employees and
agents thereof against any claim,  liability,  loss,  damage and expense for any
act or failure to act in  connection  with Fund shares,  any related  investment
account,  any privileges or services selected in connection with such investment
account,  or any written or oral  instructions or requests with respect thereto,
or any written or oral  instructions  or requests from someone  claiming to be a
shareholder  if  the  Fund  or  any  of  the   above-described   parties  follow
instructions  which they reasonably  believe to be genuine and act in good faith
by complying with the reasonable  procedures that have been established for Fund
accounts and services.

         Shareholders  purchasing  their shares through a Shareholder  Servicing
Agent may not  assign,  transfer  or pledge any rights or  interest  in any Fund
shares or any investment account established with a Shareholder  Servicing Agent
to any other  person  without  the prior  written  consent  of such  Shareholder
Servicing Agent, and any attempted  assignment,  transfer or pledge without such
consent may be disregarded.

         The Fund may also  establish  and  revise,  from time to time,  account
minimums  and  transactions  or amount  restrictions  on  purchases,  exchanges,
redemptions,   checkwriting   services,  or  other  transactions   permitted  in
connection  with  shareholder  accounts.  The Fund may  also  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 the bank
account specified in the Bank Account Registration,  or for any written requests
for  additional  account  services  made after a  shareholder  has  submitted an
initial account  application to the Fund. The Fund may refuse to accept or carry
out any transaction that does not satisfy any restrictions then in effect.


                                   TAX MATTERS

         The following discussion is addressed primarily to individual investors
and is for  general  information  only.  A  prospective  investor,  including  a
corporate  investor,  should also review the more detailed discussion of federal
income tax  considerations  that is  contained in the  Statement  of  Additional
Information.  In addition, each prospective investor should consult with his own
tax advisers as to the tax consequences of an investment in the Fund,  including
the status of distributions from the Fund in his own state and locality.

         The Fund  intends  to  qualify  each year and elect to be  treated as a
separate  "regulated  investment  company"  under  Subchapter  M of the Internal
Revenue  Code of 1986,  as  amended  (the  "Code").  If the Fund is treated as a
"regulated   investment  company"  and  all  its  taxable  income,  if  any,  is
distributed  to its  shareholders  in  accordance  with the timing  requirements
imposed by the Code, it will not be subject to federal  income tax on amounts so
distributed. If for any taxable year the Fund does not qualify for the treatment
as a regulated  investment company, all of its taxable income will be subject to
tax at regular  corporate rates without any deduction for  distributions  to its
shareholders,  and such  distributions  to  shareholders  will be taxable to the
extent of the Fund's current and accumulated earnings and profits.

         The Trust is organized as a  Massachusetts  business  trust and,  under
current law, is not liable for any income or franchise  tax in the  Commonwealth
of  Massachusetts  as long as the Fund (and  each  other  series  of the  Trust)
qualifies as a regulated investment company under the Code.

         Distributions  by the  Fund  of its  taxable  ordinary  income  (net of
expenses) and the excess,  if any, of its net  short-term  capital gain over its
net long-term  capital loss are generally  taxable to  shareholders  as ordinary
income.  Such  distributions  are treated as  dividends  for federal  income tax
purposes, but do not qualify for the

                                     - 15 -







dividends-received  deduction for  corporations.  Distributions by a Fund of the
excess,  if any,  of its net  long-term  capital  gain  over its net  short-term
capital  loss are  designated  as  capital  gain  dividends  and are  taxable to
shareholders  as long-term  capital  gains,  regardless  of the length of time a
shareholder  has held his  shares.  The Fund will seek to avoid  recognition  of
capital gains.

         Distributions  to  shareholders  will be treated in the same manner for
federal income tax purposes whether received in cash or reinvested in additional
shares of a Fund. In general,  distributions by a Fund are taken into account by
shareholders in the year in which they are made. However,  certain distributions
made during January will be treated as having been paid by the Fund and received
by the  shareholders on December 31 of the preceding  year. A statement  setting
forth the federal income tax status of all  distributions  made (or deemed made)
during the fiscal year,  including any portions which constitute ordinary income
dividends, capital gain dividends and exempt-interest dividends, will be sent to
the Fund's shareholders promptly after the end of each year.

         Under the backup  withholding rules of the Code,  certain  shareholders
may be subject to 31%  withholding  of federal income tax on  distributions  and
redemption  payments made by the Fund.  Generally,  shareholders  are subject to
backup  withholding  if they have not provided the Fund with a correct  taxpayer
identification number and certain required certifications.

         Shareholders  of the Fund will be subject to federal  income tax on the
ordinary  income  dividends and any capital gain dividends from the Fund and may
also be  subject  to  state  and  local  taxes.  The  laws of  some  states  and
localities,  however,  exempt  from some taxes  dividends  such as those paid on
shares of the U.S. Government Fund to the extent such dividends are attributable
to  interest  on   obligations   of  the  and  certain  of  its   agencies   and
instrumentalities. The Fund intends to advise its shareholders of the proportion
of their ordinary income dividends which are attributable to such interest.

         The State of New York for example, exempts from its personal income tax
dividends  such as those paid on shares of the Fund to the extent such dividends
are attributable to interest from obligations of the U.S. Government and certain
of its agencies and instrumentalities,  provided that at least 50% of the Fund's
portfolio consists of such obligations and the Fund complies with certain notice
requirements.  The New York State  Department of Taxation and Finance (like most
other states) currently takes the position,  however,  that certain  obligations
backed  by the  full  faith  and  credit  of the  U.S.  Treasury,  such  as GNMA
Certificates and repurchase agreements backed by any U.S. Government obligation,
do not  constitute  exempt  obligations of the U.S.  Government.  (UNDER PRESENT
MARKET  CONDITIONS,  IT IS EXPECTED  THAT LESS THAN 50% OF THE FUND'S  PORTFOLIO
WILL CONSIST OF OBLIGATIONS  WHICH THE NEW YORK STATE DEPARTMENT OF TAXATION AND
FINANCE  VIEWS AS  EXEMPT.  ACCORDINGLY,  IT IS LIKELY  THAT NO  PORTION  OF THE
DIVIDENDS PAID ON SHARES OF THE FUND WILL BE EXEMPT FROM NEW YORK STATE PERSONAL
INCOME TAX.)

         Shareholders  are urged to consult  their tax  advisers  regarding  the
possible exclusion from state and local income tax of a portion of the dividends
paid on shares of the Fund which is attributable to interest from obligations of
the U.S. Government and its agencies and instrumentalities


                 OTHER INFORMATION CONCERNING SHARES OF THE FUND

                                 NET ASSET VALUE

         The net asset value of the Shares of the Fund is determined as of 12:00
noon,  Eastern  time on each Fund  Business  Day, by  dividing  the value of the
Fund's net assets (i.e.,  the value of its  securities and other assets less its
liabilities,  including expenses payable or accrued) by the number of its shares
outstanding at the time the  determination is made. The portfolio  securities of
the Fund are valued at their amortized cost pursuant to Rule 2a-7 under the 1940
Act, certain requirements of which are summarized under "Additional  Information
on  Investment  Policies and  Techniques."  This method  increases  stability in
valuation,  but may  result  in  periods  during  which  the  stated  value of a
portfolio  security is higher or lower than the price the Fund would  receive if
the  instrument  were sold. It is  anticipated  that the net asset value of each
share will remain constant at $1.00 and the

                                     - 16 -







Fund will employ specific  investment policies and procedures to accomplish this
result,  although no assurance can be given that they will be able to do so on a
continuing  basis.  These  procedures  include  a review  of the  extent  of any
deviation of net asset value per share,  based on available  market rates,  from
the $1.00 amortized cost price per share,  and  consideration of certain actions
before such deviation exceeds 1/2 of 1%. Income earned on the Fund's investments
is  accrued  daily and the Net  Income,  as  defined  under  "Distributions  and
Dividends"  below,  is  declared  each  Fund  Business  Day as a  dividend.  See
"Determination  of Net Asset Value" in the Statement of  Additional  Information
for  further  information  regarding  determination  of net asset  value and the
procedures to be followed to stabilize the net asset value at $1.00 per share.

                           DISTRIBUTIONS AND DIVIDENDS

         The net income of the Vista Shares is determined each Fund Business Day
(and on such other days as the Trustees  deem  necessary in order to comply with
Rule 22c-1 under the 1940 Act). This determination is made once during each such
day as of 12:00 noon, Eastern time. All the net income, as defined below, of the
Vista Shares so determined  is declared in shares as a dividend to  shareholders
of record at the time of such determination.  Shares begin accruing dividends on
the day they are purchased.  Dividends are  distributed  monthly on or about the
last  business  day of each  month (or on such  other  date in each month as the
shareholder's   Shareholder  Servicing  Agent  may  designate  as  the  dividend
distribution  date  with  respect  to  a  particular   shareholder).   Unless  a
shareholder  elects to receive dividends in cash (subject to the policies of the
shareholder's  Shareholder  Servicing  Agent),  dividends are distributed in the
form of additional  shares at the rate of one share (and fractions  thereof) for
each one dollar (and fractions thereof) of dividend income.

         For this purpose,  the net income of the Vista Shares (from the time of
the  immediately  preceding  determination  thereof) shall consist of all income
accrued,  including  the  accretion of discounts  less the  amortization  of any
premium  on the  portfolio  assets  of the Fund,  less all  actual  and  accrued
expenses determined in accordance with generally accepted accounting principles.
As noted above, securities are valued at amortized cost, which the Trustees have
determined  in good faith  constitutes  fair value for the purposes of complying
with the 1940 Act.  This  valuation  method will  continue to be used until such
time as the Trustees  determine that it does not constitute  fair value for such
purposes.

         Since the net income of the Vista Shares is declared as a dividend each
time its net income is  determined,  the net asset  value per share  (i.e.,  the
value of its net assets  divided by the  number of its  shares  outstanding)  is
expected to remain at $1.00 per share immediately after each such  determination
and  dividend  declaration.  Any  increase  in  the  value  of  a  shareholder's
investment, representing the reinvestment of dividend income, is reflected by an
increase in the number of shares in his account.

         It is expected that the Vista Shares will have a positive net income at
the  time of  each  determination  thereof.  If for any  reason  the net  income
determined at any time is a negative  amount,  which could occur,  for instance,
upon default by an issuer of a portfolio  security,  the Fund would first offset
the negative amount with respect to each shareholder  account from the dividends
declared  during the month with  respect  to each such  account.  If, and to the
extent that such negative  amount exceeds such declared  dividends at the end of
the month,  the number of  outstanding  shares will be reduced by treating  each
shareholder as having contributed to the capital of the Fund that number of full
and fractional  shares in the account of such  shareholder  which represents his
proportion of the amount of such excess. Each shareholder will be deemed to have
agreed to such contribution in these circumstances by his investment.  Thus, the
net asset value per share will be maintained at a constant $1.00.

       DISTRIBUTION PLAN AND DISTRIBUTION AND SUB-ADMINISTRATION AGREEMENT

         The Trustees have adopted a Distribution Plan ("Distribution  Plan") in
accordance with Rule 12b-1 under the 1940 Act, after having concluded that there
is a reasonable  likelihood that the Distribution Plan will benefit the Fund and
its shareholders.

         The  Distribution  Plan provides  that the Fund shall pay  distribution
fees (the "Basic Distribution Fee"),  including payments to the Distributor,  at
an annual rate not to exceed .10% of the average daily net assets for

                                     - 17 -







distribution services.  Since the Basic Distribution Fee is not directly tied to
its expenses,  the amount of Basic  Distribution  Fees paid by each of the Vista
Shares  during  any  year  may be more or less  than  actual  expenses  incurred
pursuant to the  Distribution  Plan. 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 such as those described in the next paragraph,  by
which a distributor's compensation is directly linked to its expenses). However,
the Vista Shares are not liable for any distribution expenses incurred in excess
of the Basic Distribution Fee paid.

         The Distribution and Sub-Administration Agreement dated August 21, 1995
(the  "Distribution  Agreement")  provides that the Distributor  will act as the
principal  underwriter  of the Fund's  shares and 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  Plan.  In
addition,  the  Distributor  will provide certain  sub-administration  services,
including providing  officers,  clerical staff and office space. The Distributor
currently receives a fee for sub-administration  from the Fund at an annual rate
equal to 0.05% of the Fund's  average daily net assets,  on an annualized  basis
for the Fund's  then-current  fiscal  year.  Other funds  which have  investment
objectives  similar  to those of the  Fund,  but which do not pay some or all of
such fees from  their  assets,  may offer a higher  return,  although  investors
would, in some cases, be required to pay a sales charge or a redemption fee.

         The  Distributor  has agreed to use a portion of its  distribution  and
sub-administration  fee to pay for  certain  expenses  of the Fund  incurred  in
connection  with  organizing  new series of the Trust and certain  other ongoing
expenses of the Trust.  The Distributor  may, from time to time,  waive all or a
portion  of the  fees  payable  to it by the Fund  under  the  Distribution  and
Sub-Administration Agreement.

                                    EXPENSES

         The  Fund  intends  to pay  all of its  pro  rata  share  of  expenses,
including  the  compensation  of the Trustees;  all fees under its  Distribution
Plan;  governmental  fees;  interest  charges;  taxes;  membership  dues  in the
Investment Company Institute;  fees and expenses of independent accountants,  of
legal  counsel  and of any  transfer  agent,  Shareholder  Servicing  Agent,  or
dividend   disbursing   agent;   expenses  of  redeeming  shares  and  servicing
shareholder accounts; expenses of preparing,  printing and mailing prospectuses,
reports,   notices,   proxy  statements  and  reports  to  shareholders  and  to
governmental  officers and commissions;  expenses  connected with the execution,
recording and settlement of portfolio security transactions; insurance premiums;
fees and expenses of the Custodian including safekeeping of funds and securities
and  maintaining  required books and accounts;  expenses of calculating  the net
asset values of the Vista  Shares;  expenses of  shareholder  meetings;  and the
advisory fees payable to the Adviser under the  Investment  Advisory  Agreement,
the  administration  fee payable to the Administrator  under the  Administration
Agreement and the  sub-administration  fee payable to the Distributor  under the
Distribution  and  Sub-Administration   Agreement.   Expenses  relating  to  the
issuance,  registration  and  qualification  of  shares  of  the  Fund  and  the
preparation, printing and mailing of prospectuses for such purposes are borne by
the Fund except that the Distribution and Sub-Administration  Agreement with the
Distributor  requires the  Distributor to pay for  prospectuses  which are to be
used for sales to prospective investors.

         Pursuant to offering  multiple  classes of shares,  certain expenses of
the Fund are borne by certain classes, either exclusively,  or in a manner which
approximates  the  proportionate  value received by the Class as a result of the
expense being incurred.

              DESCRIPTION OF SHARES, VOTING RIGHTS AND LIABILITIES

         Mutual  Fund  Trust  is  an  open-end,  management  investment  company
organized as a Massachusetts  business trust under the laws of the  Commonwealth
of  Massachusetts  in 1994. 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 among all the series in a manner believed by

                                     - 18 -







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 separately,  for example to
approve an investment advisory agreement or distribution plan, but shares of all
series and classes vote together,  to the extent required under the 1940 Act, in
the election or selection of Trustees and independent accountants.

         Shareholders  of the Vista Shares bear the fees and expenses  described
in this Prospectus.  Similarly,  shareholders of the counterpart  Premier Shares
and Institutional  Shares bear the fees and expenses described in the prospectus
for such classes of Shares. The fees paid by the Vista Shares to the Distributor
and  Shareholder  Servicing  Agent under the  distribution  plan and shareholder
servicing  arrangements  for  distribution  expenses  and  shareholder  services
provided to investors by the Distributor and  Shareholder  Servicing  Agents are
more than the  respective  fees paid under  distribution  plans and  shareholder
servicing arrangements adopted for its counterpart Premier Shares. Moreover, the
Institutional  Shares  pay no  fees  under  distribution  plans  or  shareholder
servicing  arrangements.  As a result,  at any given time,  the net yield on the
Vista  Shares  will be  approximately  .10% to .25%  lower then the yield on its
counterpart  Premier Shares and approximately  .30% to .50% lower than the yield
on the counterpart  Institutional Shares.  Standardized yield quotations will be
computed separately for each class of shares of the Fund.

         The Trust is not required to hold annual meetings of  shareholders  but
will hold  special  meetings of  shareholders  of each series or class or of all
series or classes  when in the  judgment  of the  Trustees  it is  necessary  or
desirable to submit matters for a shareholder  vote. A Trustee of the Trust may,
in accordance with certain rules of the Securities and Exchange  Commission,  be
removed  from office when the holders of record of not less than  two-thirds  of
the  outstanding  shares  either  present a written  declaration  to the  Funds'
Custodian or vote in person or by proxy at a meeting called for this purpose. In
addition,  the Trustees will promptly call a meeting of shareholders to remove a
trustee(s) when requested to do so in writing by record holders of not less than
10% of the outstanding shares of the Trust.

         Finally,  the  Trustees  shall,  in  certain  circumstances,  give such
shareholders  access  to a  list  of  the  names  and  addresses  of  all  other
shareholders  or  inform  them of the  number  of  shareholders  and the cost of
mailing their  request.  The Trust's  Declaration of Trust provides that, at any
meeting of shareholders, a Shareholder Servicing Agent may vote any shares as to
which  such  Shareholder  Servicing  Agent is the agent of record  and which are
otherwise not represented in person or by proxy at the meeting,  proportionately
in accordance with the votes cast by holders of all shares of the same 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.  Shareholders of each series or class would be
entitled to share pro rata in the net assets of that  series or class  available
for distribution to shareholders upon liquidation of that series or class.

         The Trust is an entity of the type commonly  known as a  "Massachusetts
business trust." Under Massachusetts law,  shareholders of such a business trust
may, under certain circumstances,  be held personally liable as partners for its
obligations.  However,  the risk of a shareholder  incurring  financial  loss on
account of  shareholder  liability  is limited  to  circumstances  in which both
inadequate  insurance  existed  and the  Trust  itself  was  unable  to meet its
obligations.

         The Code of Ethics of the Trust prohibits all affiliated personnel from
engaging in personal investment activities which compete with or attempt to take
advantage of a Fund's planned portfolio transactions.  The objective of the Code
of Ethics is to ensure  that the  operations  of a Fund be  carried  out for the
exclusive  benefit  of  a  Fund's  shareholders.  The  Trust  maintains  careful
monitoring of compliance with the Code of Ethics.  See "General  Information" in
the Fund's Statement of Additional Information.



                                     - 19 -







           SHAREHOLDER SERVICING AGENTS, TRANSFER AGENT AND CUSTODIAN

                          SHAREHOLDER SERVICING AGENTS

         The  shareholder  servicing  agreement with the  Shareholder  Servicing
Agent  provides  that such  Shareholder  Servicing  Agent will, as agent for its
customers, perform various services, including but not limited to the following:
answer customer inquiries regarding account status, history, the manner in which
purchases  and  redemptions  of shares may be effected  for the Fund or class of
shares as to which the  Shareholder  Servicing  Agent is so acting  and  certain
other matters pertaining to the Fund or class of shares;  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)
monthly and year-end  statements and confirmations of purchases and redemptions;
transmit,  on behalf of the Fund or class of shares,  proxy  statements,  annual
reports, updated prospectuses and other communications to shareholders; receive,
tabulate and transmit to the Fund proxies executed by shareholders  with respect
to meetings of shareholders of the Fund or class of shares; vote the outstanding
shares  of the  Fund or class  of  shares  whose  shareholders  do not  transmit
executed  proxies or attend  shareholder  meetings in the same proportion as the
votes  cast by  other  shareholders  of the  Fund or  class  represented  at the
shareholder  meeting 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.

          For performing these services, the Shareholder Servicing Agent for the
Vista Shares receives certain fees, which may be paid  periodically,  determined
by a formula  based upon the number of  accounts  serviced  by such  Shareholder
Servicing  Agent during the period for which payment is being made, the level of
activity in accounts  serviced by such  Shareholder  Servicing  Agent during the
period, and the expenses incurred by such Shareholder  Servicing Agent. The fees
relating to acting as liaison to shareholders and providing personal services to
shareholders will not exceed, on an annualized basis for the Fund's then-current
fiscal  year,  .25% for the Vista Shares of the Fund,  of the average  daily net
assets  represented by shares owned during the period for which payment is being
made by  investors  for  whom  such  Shareholder  Servicing  Agent  maintains  a
servicing relationship. Each Shareholder Servicing Agent may, from time to time,
voluntarily  waive a portion of the fees payable to it. In  addition,  Chase may
provide  other   related   services  to  the  Fund  for  which  it  may  receive
compensation.

         The  Shareholder  Servicing  Agent,  and  its  affiliates,  agents  and
representatives  acting as Shareholder Servicing Agents, may establish custodial
investment accounts  ("Accounts"),  known as Chase Investment Accounts or by any
other name designated by a Shareholder  Servicing Agent.  Through such Accounts,
customers can purchase,  exchange and redeem Fund shares,  receive dividends and
distributions on Fund investments, and take advantage of any services related to
an Account  offered by such  Shareholder  Servicing Agent from time to time. All
Accounts and any related privileges or services shall be governed by the laws of
the State of New York, without regard to its conflicts of laws provisions.

         The  Glass-Steagall  Act and other  applicable laws generally  prohibit
federally   chartered  or  supervised   banks  from  publicly   underwriting  or
distributing  certain securities such as the Fund's shares. The Trust, on behalf
of the  Funds,  will  engage  banks,  including  Chase  and its  affiliates,  as
Shareholder Servicing Agents only to perform advisory, custodian, administrative
and shareholder  servicing functions as described above. While the matter is not
free from doubt,  the management of the Trust believes that such laws should not
preclude a bank, including a bank which acts as investment adviser, custodian or
administrator,  or in all  such  capacities  for the  Trust,  from  acting  as a
Shareholder Servicing Agent. However,  possible future changes in federal law or
administrative  or  judicial  interpretations  of current or future  law,  could
prevent  a bank  from  continuing  to  perform  all or a part  of its  servicing
activities.  If that occurred, the bank's shareholder clients would be permitted
to remain as shareholders and alternative  means for continuing the servicing of
such shareholders  would be sought.  In such event,  changes in the operation of
the Fund might occur and a shareholder serviced by such bank might no

                                     - 20 -







longer be able to avail  himself of any automatic  investment or other  services
then being  provided by such bank.  The Trust does not expect that  shareholders
would  suffer  any  adverse   financial   consequences  as  a  result  of  these
occurrences.

                          TRANSFER AGENT AND CUSTODIAN

         DST  Systems,   Inc.  ("DST")  acts  as  transfer  agent  and  dividend
disbursing  agent (the "Transfer  Agent") for the Trust.  In this capacity,  DST
maintains  the  account  records  of all  shareholders  in the  Fund,  including
statement  preparation  and  mailing.  DST is also  responsible  for  disbursing
dividend and capital gain  distributions to shareholders,  whether taken in cash
or additional  shares.  From time to time, DST and/or the Fund may contract with
other  entities to preform  certain  services  for the Transfer  Agent.  For its
services as Transfer  Agent,  DST receives such  compensation as is from time to
time  agreed  upon by the Trust and DST.  DST's  address is 127 W. 10th  Street,
Kansas City, MO 64105.

         Pursuant to a Custodian  Agreement,  Chase acts as the custodian of the
assets of the Fund for which Chase receives compensation as is from time to time
agreed upon by the Trust and Chase.  The  Custodian's  responsibilities  include
safeguarding  and  controlling  the Fund's  cash and  securities,  handling  the
receipt and delivery of securities,  determining income and collecting  interest
on the Fund's investments, maintaining books of original entry for portfolio and
Fund accounting and other required books and accounts, and calculating the daily
net asset value of shares of the Fund. Portfolio securities and cash may be held
by  sub-custodian  banks if such  arrangements  are reviewed and approved by the
Trustees.  The internal  division of Chase which serves as the Trust's Custodian
does  not  determine  the  investment  policies  of the  Fund  or  decide  which
securities will be bought or sold on behalf of the Fund or otherwise have access
to or share material inside information with the internal division that performs
advisory services for the Fund.

Tax Sheltered Retirement Plans

         Shares  of the Fund  are  offered  in  connection  with  the  following
qualified   prototype    retirement   plans:   IRA,   Rollover   IRA,   SEP-IRA,
Profit-Sharing,  and  Money  Purchase  Pension  Plans  which can be  adopted  by
self-employed   persons  ("Keogh")  and  by  corporations,   401(k)  and  403(b)
Retirement Plans. Call or write the Transfer Agent for more information.


                        YIELD AND PERFORMANCE INFORMATION

         From time to time,  the Vista  Shares may use  hypothetical  investment
examples and performance  information in advertisements,  shareholder reports or
other  communications to shareholders.  Because such performance  information is
based on  historical  earnings,  it should not be considered as an indication or
representation  of the performance of the Vista Shares in the future.  From time
to time, the yield of the Vista Shares, as a measure of its performance,  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 other  relevant  indices or to  rankings  prepared  by
independent services or other financial or industry publications, such as Lipper
Analytical Services,  Inc. or the Morningstar Mutual Funds on Disc, that monitor
the  performance  of mutual funds.  In addition,  the yield of each of the Vista
Shares may be compared to the Donoghue's Money Fund AveragesTM,  compiled in the
Donoghue's Money Fund Report(R),  a widely  recognized  independent  publication
that monitors the  performance  of money market funds.  Also,  each of the Vista
Shares' yield data may be 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 publications  of a local or regional  nature.  The
Vista Shares may, with proper authorization,  reprint articles written about the
Vista Shares and provide them to prospective shareholders.

         Vista Shares may provide its annualized  "yield" and "effective  yield"
to current and prospective  shareholders.  The "yield" of the Fund refers to the
income  generated by an  investment  in the Fund over a seven-day  period (which
period  shall  be  stated  in  any   advertisement  or   communication   with  a
shareholder). This income

                                     - 21 -






is then "annualized",  that is, the amount of income generated by the investment
during that week is assumed to be generated  each week over a 52-week period and
is shown as a percentage  of  investment.  The  "effective  yield" is calculated
similarly,  but when annualized the income earned by the investment  during that
week is assumed to be reinvested.  The "effective yield" will be slightly higher
than the "yield" because of the compounding effect of this assumed reinvestment.

         Unlike some bank deposits or other  investments which pay a fixed yield
for a stated  period of time,  the yield of each of the Vista  Shares  will vary
based on interest rates,  the current market value of the securities held in the
Fund's  portfolio  and  changes  in the  Fund's and the  Shares'  expenses.  The
Adviser, the Administrator, the Distributor and each Shareholder Servicing Agent
may  voluntarily  waive a portion of their fees on a  month-to-month  basis.  In
addition,  the Distributor may assume a portion of the 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) of the Vista Shares during the period such
waivers of fees or  assumptions  of expenses  are in effect.  These  factors and
possible  differences  in  the  methods  used  to  calculate  yields  should  be
considered  when comparing the Vista Shares' yields to those published for other
money market funds and other investment vehicles. A Shareholder  Servicing Agent
may charge its  customers  direct fees in  connection  with an  investment  (see
"Purchases and Redemptions of  Shares-Purchases")  which will have the effect of
reducing  the net return on the  investment  of  customers  of that  Shareholder
Servicing  Agent.  Conversely,   the  Vista  Shares  are  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   (see   "Purchases   and   Redemptions   of
SharesPurchases"),  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.  See the Statement of Additional
Information  for  further  information  concerning  each  of the  Vista  Shares'
calculation of yield.


                                OTHER INFORMATION

         The  Statement  of  Additional   Information   contains  more  detailed
information about the Trust and the Fund,  including  information related to (i)
the Fund's investment  policies and restrictions,  (ii) risk factors  associated
with the Fund's policies and investments,  (iii) the Trust's Trustees,  officers
and  the  Administrator,   the  Adviser  and  the  Sub-Adviser,  (iv)  portfolio
transactions and brokerage allocation,  (v) the Fund's shares,  including rights
and liabilities of shareholders,  and (vi) additional  performance  information,
including the method used to calculate yield or total rate of return  quotations
of the Fund. The audited  financial  statements of the Predecessor  Fund for its
last fiscal year end is incorporated by reference in the Statement of Additional
Information.


                                     - 22 -




           VISTA^(SM) 100% U.S. TREASURY SECURITIES MONEY MARKET FUND

                  PREMIER SHARES PROSPECTUS -- FEBRUARY 8, 1996

         Mutual Fund Trust (the  "Trust") is an open-end  management  investment
company  organized  as a business  trust under the laws of the  Commonwealth  of
Massachusetts  on February 4, 1994,  presently  consisting of 12 separate series
("Funds").  Under a multi-class  distribution system, the money market funds may
be offered through three separate classes of shares (the "Shares").  The Premier
Shares described in and offered  pursuant to this Prospectus,  which are offered
only to  institutional  investors,  are shares of the Vista  100% U.S.  Treasury
Securities Money Market Fund (the "Premier Shares"). The Institutional Shares of
the Fund are also sold under a separate  prospectus  available only to qualified
institutional investors making an initial investment of at least $1,000,000.

         THE VISTA 100% U.S. TREASURY  SECURITIES MONEY MARKET FUND'S (the "100%
U.S.  Treasury  Fund" or the "Fund")  investment  objective  is to seek  maximum
current income  consistent  with maximum safety of principal and  maintenance of
liquidity.  The Fund seeks to  achieve  its  objective  by  investing  solely in
obligations  issued by the U.S.  Treasury,  including U.S. Treasury bills, bonds
and notes, which differ principally only in their interest rates, maturities and
dates of issuance. The Fund does not purchase securities issued or guaranteed by
agencies  or  instrumentalities  of the  U.S.  Government,  nor  does  it  enter
repurchase  agreements.  Because the Fund invests  exclusively  in direct United
States  Treasury  Obligations,  investors may benefit from income tax exclusions
and exemptions that are available in certain states and localities.

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

         The Chase Manhattan Bank, N.A. ("Chase") is the investment adviser (the
"Adviser"), custodian (the "Custodian"), administrator (the "Administrator") and
a  Shareholder  Servicing  Agent for the 100% U.S.  Treasury  Fund.  Chase Asset
Management, Inc. is the investment sub-adviser ("CAM Inc." or the "Sub-Adviser")
for the 100% U.S.  Treasury Fund.  The parent company of the Adviser,  The Chase
Manhattan  Corporation has entered an Agreement and Plan of Merger with Chemical
Banking  Corporation  which,  if affected  will have  certain  effects  upon the
Adviser, see "Management of the Fund -- The Adviser" on page 5.


         Vista Broker-Dealer  Services, Inc. ("VBDS" ) is the Fund's distributor
(the  "Distributor")  and is unaffiliated with Chase.  INVESTMENT IN THE FUND IS
SUBJECT TO RISK -- INCLUDING POSSIBLE LOSS OF PRINCIPAL.  SHARES OF THE FUND ARE
NOT BANK  DEPOSITS OR  OBLIGATIONS  OF, OR  GUARANTEED OR ENDORSED BY, THE CHASE
MANHATTAN BANK, N.A. OR ANY OF ITS AFFILIATES AND ARE NOT FEDERALLY  INSURED BY,
OBLIGATIONS  OF, OR  OTHERWISE  SUPPORTED  BY THE U.S.  GOVERNMENT,  THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER AGENCY.

         An investment in the Fund is neither insured nor guaranteed by the U.S.
Government  and there can be no assurance that the Fund will be able to maintain
a stable  net  asset  value of $1.00 per  share.  Prospective  investors  should
carefully  consider the risks  associated  with an investment in the Fund. For a
further  discussion on the risks  associated with an investment in the Fund, see
"Investment  Objective  and  Policies"  in  this  Prospectus.  There  can  be no
assurance that the Fund will achieve its investment objective.

         The Premier  Shares are  continuously  offered for sale without a sales
load  through  VBDS,  the  Fund's  distributor  (the  "Distributor"),   only  to
institutional investors who are customers of a financial institution,  such as a
federal or  state-chartered  bank, trust company or savings and loan association
with  which  the  Trust  has  entered  into a  shareholder  servicing  agreement
(collectively,  "Shareholder Servicing Agents") or securities brokers or certain
financial  institutions  which have entered into Selected Dealer Agreements with
the Distributor. The








Premier Shares have a distribution plan and may incur distribution  expenses, at
an annual rate,  not to exceed a specified  percentage  of its average daily net
assets.  An investor  should obtain from his  Shareholder  Servicing  Agent,  if
appropriate,  and should read in conjunction with this Prospectus, the materials
provided by the  Shareholder  Servicing  Agent  describing the procedures  under
which  Premier  Shares may be purchased  and redeemed  through such  Shareholder
Servicing  Agent.  Shares may be redeemed by shareholders at the net asset value
next determined on any Fund Business Day as hereinafter defined.

         This Prospectus sets forth  concisely  information  concerning the Fund
and its  Premier  Shares  that a  prospective  investor  ought  to  know  before
investing.  A Statement of Additional  Information  for the Premier Shares dated
February 8, 1996  containing more detailed  information  about the Fund has been
filed with the Securities and Exchange  Commission and is incorporated into this
Prospectus  by  reference.  An investor  may obtain a copy of the  Statement  of
Additional  Information  for the Premier Shares without charge by contacting his
Shareholder Servicing Agent, the Distributor or the Fund.

         Investors  should  read  this  Prospectus  and  retain  it  for  future
reference.

         For information about the Premier Shares, simply call the Vista Service
Center at 1-800-34-VISTA.

                                      - 2 -







                                TABLE OF CONTENTS




Expense Summary...................................................  4
Investment Objectives and Policies................................  5
Additional Information on Investment Policies and Techniques......  5
Management of the Fund............................................  8
Purchases and Redemptions of Shares............................... 11
Tax Matters....................................................... 15
Other Information Concerning Shares of the Fund................... 16
Shareholder Servicing Agents, Transfer Agent and Custodian........ 19
Yield and Performance Information................................. 21
Other Information................................................. 21

                                      - 3 -







                                 EXPENSE SUMMARY


The following  table  provides (i) a summary of the aggregate  annual  operating
expenses of the Fund,  as a  percentage  of average net assets of the Fund,  and
(ii) an  example  illustrating  the  dollar  cost of such  expenses  on a $1,000
investment in shares of the Fund.

                                                                 Premier
                                                                 Shares
                                                                 -------
Annual Fund Operating Expenses (after waiver of fees)
           (as a percentage of average net assets)
Investment Advisory Fee ......................................    .10%
Rule 12b-1 Distribution Plan Fee .............................    .00%
Administrative Fee ...........................................    .05%

Other Expenses
           Sub-Administration Fee.............................    .05%
           Shareholder Servicing Fee +........................    .25%
           Other Operating Expenses++.........................    .10%
Total Other Expenses                                              .40%

Total Fund Operating Expenses                                     .55%

                                   ---------

         Example:
         You would pay the following  expenses on a $1,000 investment in a Fund,
         assuming (1) 5% annual return and (2) redemption at the end of:

              1 year........................................$ 6 
              3 years.......................................$18 
              5 years.......................................$31 
              10 years......................................$69 
              

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

+        Shareholder  Servicing  Agents may  provide  various  services to their
         customers  and  charge   additional  fees  for  these   services.   The
         Shareholder   Servicing  and  Fund  Servicing  Fees  include  fees  for
         activities in connection with serving as liaison for holders of Premier
         Shares and in providing  personal services to such shareholders as well
         as other ministerial and servicing activities.  Fees for the activities
         in  connection  with  serving as liaison  to,  and  providing  personal
         services  to,  holders  of  Premier  Shares  will not exceed the NASD's
         maximum  fee  of  0.25%  for  these  types  of  activities.  The  other
         ministerial  and  servicing  activities  provided for the Fund include:
         assisting  in   processing   purchase  and   redemption   transactions;
         transmitting  and  receiving  funds in  connection  with  purchase  and
         redemption orders;  preparing and providing periodic statements showing
         account balances;  and preparing and transmitting  proxy statements and
         other periodic reports and communications from the Trust to customers.
++       A shareholder may incur a $10.00 charge for certain wire redemptions.

         The expense  summary is intended to assist  investors in  understanding
the various costs and expenses that a shareholder in the Premier Shares class of
shares of the Fund will bear directly or indirectly.  The expense  summary shows
the   investment   advisory   fee,   distribution   fee,   administrative   fee,
sub-administration  fee and  shareholder  servicing  agent  fee  expected  to be
incurred by the Premier Shares class of shares of the Fund.

         As a result of the distribution fees,  long-term investors may pay more
than the economic  equivalent of the maximum front-end sales charge permitted by
the National  Association of Securities  Dealers,  Inc. ("NASD").  More complete
descriptions of each class of shares' expenses,  including any fee waivers,  are
set forth herein or in the Prospectus for such class of shares.

         The "Example" set forth above should not be considered a representation
of future  expenses  or  annual  return of  Premier  Shares of the Fund;  actual
expenses and annual return may be greater or less than those shown.


                                      - 4 -







                       INVESTMENT OBJECTIVES AND POLICIES

         The Fund  seeks to  maintain  a net asset  value of $1.00 per share for
purchases and redemptions.  To do so, the Fund uses the amortized cost method of
valuing  securities  pursuant to Rule 2a-7 under the  Investment  Company Act of
1940, as amended (the "1940 Act"),  certain requirements of which are summarized
as  follows.   In  accordance   with  Rule  2a-7,   the  Fund  will  maintain  a
dollar-weighted  average  portfolio  maturity of 90 days or less,  purchase only
instruments  having  remaining  maturities of 397 days or less. The Fund invests
only in  U.S.  dollar  denominated  securities  determined  in  accordance  with
procedures  established by the Board of Trustees to present minimal credit risks
and  which  are  rated  in the  highest  short-term  rating  category  for  debt
obligations  by  at  least  two   nationally   recognized   statistical   rating
organizations  ("NRSRO") (or one NRSRO if the  instrument  was rated only by one
such  organization) or, if unrated,  are of comparable  quality as determined in
accordance with procedures established by the Board of Trustees..  If a security
is backed by an unconditional  demand feature,  the issuer of the demand feature
rather  than  the  issuer  of the  underlying  security  may be  relied  upon in
determining  whether the foregoing  criteria have been met.  Securities in which
the Fund invests may not earn as high a level of current  income as long-term or
lower quality securities.

         The Fund's  investment  objective is to seek to provide maximum current
income consistent with maximum safety of principal and maintenance of liquidity.
The Fund seeks to achieve its  objective by investing in  obligations  issued by
the U.S. Treasury,  including U.S. Treasury bills, bonds and notes, which differ
principally only in their interest rates,  maturities and dates of issuance. The
Fund  does  not  purchase   securities  issued  or  guaranteed  by  agencies  or
instrumentalities  of the  United  States  Government,  nor does it  enter  into
repurchase agreements.  The dollar weighted average maturity of the Fund will be
90 days or less.  Although the Fund seeks to be fully invested,  at times it may
hold uninvested cash reserves, which would adversely affect its yield.

         Interest on United States Treasury obligations is exempt from state and
local  income  taxes under  federal law; the interest is not exempt from federal
income tax. However, shareholders of the 100% U.S. Treasury Fund do not directly
receive  interest on United  States  Treasury  obligations,  but rather  receive
dividends from the 100% U.S.  Treasury Fund that are derived from such interest.
Although many states allow the character of the 100% U.S. Treasury Fund's income
to  pass  through  to  its   shareholders,   certain  states  do  not,  so  that
distributions  from the 100% U.S.  Treasury  Fund derived from  interest that is
exempt from state and local  income taxes when  received  directly by a taxpayer
may not be exempt from such taxes when earned as a dividend by a shareholder  of
the 100% U.S. Treasury Fund.  Shareholders of the 100% U.S. Treasury Fund should
consult their tax advisers as to state and local  consequences  of investment in
the Fund.

         Although the Fund's  investment  objective  may not be changed  without
shareholder  approval,  such approval is not required to change any of the other
investment  policies  discussed above or below under "Additional  Information on
Investment Policies and Techniques."

          ADDITIONAL INFORMATION ON INVESTMENT POLICIES AND TECHNIQUES

REVERSE REPURCHASE AGREEMENTS

         The Fund may enter into reverse repurchase  agreements to avoid selling
securities during unfavorable  market conditions to meet redemptions.  A reverse
repurchase  agreement  involves the sale of money market  securities held by the
Fund with an agreement to repurchase  the  securities at an  agreed-upon  price,
date  and  interest  payment.   Reverse  repurchase  agreements  have  the  same
characteristics  as borrowing by the Fund. During the time a reverse  repurchase
agreement is outstanding,  the Fund will maintain a segregated custodial account
containing U.S.  Government or other  appropriate  high-quality  debt securities
having a value equal to the repurchase price. Reverse repurchase  agreements are
usually  for seven days or less and cannot be repaid  prior to their  expiration
dates.  Reverse repurchase  agreements involve the risk that the market value of
the Fund's securities  transferred may decline below the price at which the Fund
is obliged to repurchase the securities.  Further,  because a reverse repurchase
agreement  entered  into  by the  Fund  constitutes  borrowing,  it  may  have a
leveraging effect.


                                      - 5 -







WHEN-ISSUED OR FORWARD DELIVERY PURCHASES.

         The Fund may purchase new issues of securities in which it is permitted
to invest on a "when-issued"  or, with respect to existing issues, on a "forward
delivery"  basis,  which means that the securities will be delivered at a future
date beyond the customary settlement time. There is no limit as to the amount of
the  commitments  which  may be made by the  Fund to  purchase  securities  on a
"when-issued"  or  "forward  delivery"  basis.  The  Fund  does not pay for such
obligations or start earning  interest on them until the contractual  settlement
date.  Although  commitments  to purchase  "when-issued"  or "forward  delivery"
securities  will only be made with the  intention  of actually  acquiring  them,
these  securities may be sold before the settlement date if deemed  advisable by
the SubAdviser.

         While  it is not  intended  that  such  purchases  would  be  made  for
speculative  purposes,  purchases of securities on a  "when-issued"  or "forward
delivery" basis can involve more risk than other types of purchases and have the
effect  of  leveraging.   For  example,  when  the  time  comes  to  pay  for  a
"when-issued" or "forward delivery" security,  the Fund's securities may have to
be sold in order to meet payment  obligations,  and a sale of securities to meet
such  obligations  carries with it a greater  potential for the  realization  of
capital  gain,  which is not  tax-exempt.  Also,  if it is necessary to sell the
"when-issued" or "forward delivery" security before delivery, the Fund may incur
a loss because of market  fluctuations since the time the commitment to purchase
the  "whenissued"  or "forward  delivery"  security was made. Any gain resulting
from  any  such  sale  would  not  be  tax-exempt.  For  additional  information
concerning  these  risks  and  other  risks  associated  with  the  purchase  of
"whenissued"  or "forward  delivery"  securities as well as other aspects of the
purchase of securities  on a  "when-issued"  or "forward  delivery"  basis,  see
"Investment  Objectives,  Policies  and  Restrictions  --  Investment  Policies:
WhenIssued  and Forward  Delivery  Purchases"  in the  Statement  of  Additional
Information.

         No income  accrues to the  purchase of a security on a firm  commitment
basis prior to delivery.  Purchasing a security on a firm  commitment  basis can
involve a risk that the market  price at the time of delivery  may be lower than
the agreed upon purchase  price, in which case there could be an unrealized loss
at the time of delivery.

         The Fund will establish a segregated  account in which it will maintain
assets  in an  amount  at least  equal in value  to the  Fund's  commitments  to
purchase  securities on a firm  commitment  basis.  If the value of these assets
declines, the Fund will place additional liquid assets in the account on a daily
basis so that the value of the  assets in the  account is equal to the amount of
such commitments.

STAND-BY COMMITMENTS

         The  Fund  may  enter  into put  transactions,  including  transactions
sometimes referred to as stand-by  commitments,  with respect to U.S. Government
securities held in its portfolio.  In a put  transaction,  the Fund acquires the
right to sell a security at an agreed-upon price within a specified period prior
to its maturity  date, and a stand-by  commitment  entitles the Fund to same-day
settlement  and to receive an exercise  price equal to the amortized cost of the
underlying security plus accrued interest,  if any, at the time of exercise.  In
the event that the party obligated to purchase the underlying  security from the
Fund defaults on its  obligation to purchase the underlying  security,  then the
Fund might be unable to  recover  all or a portion  of any loss  sustained  from
having to sell the security elsewhere.  Acquisition of puts will have the effect
of increasing the cost of the securities subject to the put and thereby reducing
the yields  otherwise  available from such securities.  For further  information
concerning  stand-by  commitments,  see  "Investment  Objectives,  Policies  and
Restrictions -- Investment Policies:
Stand-by Commitments" in the Statement of Additional Information.

PORTFOLIO SECURITIES LENDING

         Although the Fund does not anticipate  engaging in such activity in the
ordinary  course  of  business,  the  Fund  may  lend  portfolio  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
its  total  assets.  In  connection  with  such  loans,  the Fund  will  receive
collateral consisting of cash, cash equivalents, U.S.

                                      - 6 -







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 102% of the  current  market  value of the  securities  loaned  plus
accrued  interest.  The Fund can earn  income  through  the  investment  of such
collateral.  The Fund  continues  to be  entitled to the  interest  payable on a
loaned  security and, in addition,  receive  interest on the amount of the loan.
Such loans will be terminable at any time upon specified notice.  The 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 risk 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  possible  loss of rights in the  collateral  should  the
borrower  experience  financial  difficulty.  Loans  will be made  only to firms
deemed by the Adviser or  SubAdviser to be of good standing and will not be made
unless,  in  the  judgment  of  the  investment   Adviser  or  SubAdviser,   the
consideration to be earned from such loans justifies the risk.

         The foregoing  investment  policies and activities are not  fundamental
and may be changed by the Board of Trustees of the Trust without the approval of
shareholders. For more detailed descriptions of certain of the Fund's investment
activities, see "Investment Policies -- Additional Investment Activities" in the
Statement of Additional Information.

PORTFOLIO MANAGEMENT AND TURNOVER

         It is intended  that the portfolio of the Fund will be fully managed by
buying and selling  securities,  as well as holding  securities to maturity.  In
managing the portfolio of the Fund, the  Sub-Adviser  seeks to take advantage of
market developments, yield disparities and variations in the creditworthiness of
issuers. For a description of the strategies that may be used by the Sub-Adviser
in managing the portfolio of the Fund,  which may include  adjusting the average
maturity of a portfolio  in  anticipation  of a change in  interest  rates,  see
"Investment  Objective,   Policies  and  Restrictions  --  Investment  Policies:
Portfolio Management" in the Statement of Additional Information.

         Generally,  the primary  consideration in placing portfolio  securities
transactions with  broker-dealers  for execution is to obtain,  and maintain the
availability  of,  execution  at the  most  favorable  prices  and  in the  most
effective  manner  possible.   Since  money  market  instruments  are  generally
purchased in principal transactions, the Fund rarely pays brokerage commissions.
For a complete  discussion of portfolio  transactions and brokerage  allocation,
see "Investment  Objective,  Policies and  Restrictions -- Investment  Policies:
Portfolio  Transactions and Brokerage Allocation" in the Statement of Additional
Information.

EFFECT OF RULE 2a-7 ON PORTFOLIO MANAGEMENT

         The  portfolio  management  of the Fund is  intended to comply with the
provisions of Rule 2a-7 under the 1940 Act (the "Rule")  under which,  if a Fund
meets certain conditions,  it may use the "amortized cost" method of valuing its
securities.  Under  the  Rule,  the  maturity  of  an  instrument  is  generally
considered to be its stated maturity (or in the case of an instrument called for
redemption, the date on which the redemption payment must be made), with special
exceptions  for  certain  kinds  of  instruments.   Repurchase   agreements  and
securities loan  agreements are, in general,  treated as having a maturity equal
to the period remaining until they can be executed.

         In  accordance  with the  provisions  of the Rule,  the Fund must:  (i)
maintain a dollar weighted average portfolio  maturity (see above) not in excess
of  90  days,  (ii)  limit  its  investments  to  those  instruments  which  are
denominated  in U.S.  dollars,  which the Board of Trustees  determines  present
minimal credit risks,  and which are of "high quality" as determined by at least
two major rating services; or, in the case of any instrument that is split-rated
or not rated,  of comparable  quality as determined by the Board;  and (iii) not
purchase any instruments with a remaining  maturity (see above) or more than 397
days. The Rule also contains  special  provisions as to the maturity of variable
rate and floating rate instruments.


                                      - 7 -







                             MANAGEMENT OF THE FUND

THE ADVISER

         The Chase Manhattan Bank, N.A.  manages the assets of the Fund pursuant
to an Investment  Advisory  Agreement.  Subject to such policies as the Board of
Trustees may determine,  Chase makes investment  decisions for the Fund. For its
services under the Investment Advisory  Agreement,  Chase is entitled to receive
an annual fee  computed  daily and paid monthly at an annual rate equal to 0.10%
of the Fund's average daily net assets.  However,  Chase may, from time to time,
voluntarily  waive all or a portion  of its fees  payable  under the  Investment
Advisory Agreement.

         The  Adviser,   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.  Its  headquarters is at One Chase Manhattan Plaza,
New York, NY 10081. The Adviser,  including its predecessor  organizations,  has
over 100 years of money management experience. Also included among the Adviser's
accounts are commingled trust funds and a broad spectrum of individual trust and
investment  management  portfolios.   These  accounts  have  varying  investment
objectives.

         On August 27, 1995, The Chase Manhattan Corporation announced its entry
into an Agreement  and Plan of Merger (the  "Merger  Agreement")  with  Chemical
Banking Corporation ("Chemical"),  a bank holding company, pursuant to which The
Chase  Manhattan  Corporation  will merge with and into  Chemical  (the "Holding
Company Merger"). Under the terms of the Merger Agreement,  Chemical will be the
surviving  corporation  in the  Holding  Company  Merger and will  continue  its
corporate  existence  under  Delaware  law under the name "The  Chase  Manhattan
Corporation"  ("New Chase").  The board of directors of each holding company has
approved the Holding Company  Merger,  which will create the second largest bank
holding  company in the United States based on assets.  The  consummation of the
Holding Company Merger is subject to certain closing conditions. On December 11,
1995,  the  respective  shareholders  of The  Chase  Manhattan  Corporation  and
Chemical voted to approve the Holding Company Merger. The Holding Company Merger
is expected to be completed on or about March 31, 1996.

         Subsequent  to the Holding  Company  Merger,  it is  expected  that the
adviser to the Funds,  The Chase Manhattan  Bank,  N.A., will be merged with and
into Chemical Bank. a New York State chartered bank ("Chemical Bank") (the "Bank
Merger" and  together  with the Holding  Company  Merger,  the  "Mergers").  The
surviving bank will continue  operations under the name The Chase Manhattan Bank
(as used herein,  the term "Chase" refers to The Chase  Manhattan Bank, N.A. and
its successor in the Bank Merger,  and the term "Adviser" means Chase (including
its successor in the Bank Merger) in its capacity as  investment  adviser to the
Fund).  The  consummation  of the Bank  Merger is  subject  to  certain  closing
conditions,  including  the receipt of certain  regulatory  approvals.  The Bank
Merger is expected to occur in July 1996.

         Chemical is a publicly owned bank holding  company  incorporated  under
Delaware law and registered  under the Federal Bank Holding Company Act of 1956,
as  amended.   As  of  December  31,  1995,   through  its  direct  or  indirect
subsidiaries,  Chemical  managed  more than $57  billion  in  assets,  including
approximately  $6.9 billion in mutual fund assets in 11 mutual fund  portfolios.
Chemical  Bank is a wholly owned  subsidiary of Chemical and is a New York State
chartered bank.

THE SUB-ADVISER

         Under the investment advisory agreement between the Trust, on behalf of
the Fund, and Chase, Chase may delegate a portion of its  responsibilities  to a
sub-adviser.  In addition, the investment advisory agreement provides that Chase
may render  services  through its own  employees or the employees of one or more
affiliated companies that are qualified to act as an 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.


                                      - 8 -







         Chase has entered into an investment  sub-advisory  agreement  with its
affiliate, CAM Inc., a registered investment adviser, on behalf of the Fund. The
Sub-Adviser is a wholly-owned  subsidiary of Chase.  Subject to the  supervision
and  direction  of the  Adviser  and the Board of  Trustees,  CAM Inc.  provides
investment  subadvisory  services  to the Fund in  accordance  with  the  Fund's
objectives  and  policies,  makes  investment  decisions for the Fund and places
orders to purchase and sell  securities on behalf of the Fund. The  Sub-Advisory
Agreement provides that, as compensation for services, the Sub-Adviser receives,
from  the  Adviser,  a fee,  based  on the  Fund's  average  daily  net  assets,
determined  at a rate agreed upon from time to time  between the Adviser and CAM
Inc.

         CAM Inc. is a  wholly-owned  operating  subsidiary  of Chase,  and upon
consummation of the Bank Merger, will be a wholly-owned  operating subsidiary of
the Adviser. CAM Inc. is registered with the Commission as an investment adviser
and was formed for the purpose of providing  discretionary  investment  advisory
services  to  institutional   clients  and  to  consolidate  Chase's  investment
management  function,  and the same individuals who serve as portfolio  managers
for CAM Inc. also serve as portfolio managers for Chase. CAM Inc.
is located at 1211 Avenue of the Americas, New York, New York 10036.

         CERTAIN RELATIONSHIPS AND ACTIVITIES. Chase and its affiliates may have
deposit,  loan and other commercial  banking  relationships  with the issuers of
securities purchased on behalf of the Fund, including  outstanding loans to such
issuers  which may be repaid in whole or in part with the proceeds of securities
so  purchased.  Chase and its  affiliates  deal,  trade and invest for their own
accounts  in U.S.  Treasury  obligations  and are among the  leading  dealers of
various types of U.S.  Treasury  obligations.  Chase and its affiliates may sell
U.S. Treasury obligations to, and purchase them from, other investment companies
sponsored by the Distributor or affiliates of the Distributor.  The Adviser will
not invest  any Fund  assets in any U.S.  Treasury  obligations  purchased  from
itself or any affiliate,  although under certain  circumstances  such securities
may be purchased  from other members of an  underwriting  syndicate in which the
Adviser or an affiliate is a non-principal  member.  This  restriction may limit
the amount or type of U.S.  Treasury  obligations  available  to be purchased on
behalf  of the Fund.  The  Adviser  has  informed  the Fund  that in making  its
investment  decisions,  it does not obtain or use material inside information in
the  possession  of any other  division or  department of such Adviser or in the
possession  of any  affiliate of such  Adviser,  including the division of Chase
that  performs  services for the Trust as  Custodian.  Shareholders  of the Fund
should be aware that,  subject to applicable  legal or regulatory  restrictions,
Chase and its affiliates may exchange among themselves certain information about
the shareholders and their accounts.

ADMINISTRATOR

         Pursuant  to an  administration  agreement,  dated  April 15, 1994 (the
"Administration  Agreement"),  Chase serves as  Administrator  of the Trust. The
Administrator provides certain administrative services,  including,  among other
responsibilities,  coordinating  relationships with independent  contractors and
agents;  preparing  for  signature by officers  and filing of certain  documents
required for compliance with applicable laws and regulations  excluding those of
the  securities  laws of the various  states;  arranging for the  maintenance of
books and records;  and providing office  facilities  necessary to carry out its
duties.  For these services and  facilities,  the  Administrator  is entitled to
receive  from the Fund a fee  computed  daily and paid monthly at an annual rate
equal  to  0.05%  of  the  Fund's  average  daily  net  assets.   However,   the
Administrator may, from time to time,  voluntarily waive all or a portion of its
fees payable under the Administration Agreement. The Administrator,  pursuant to
the terms of the Administration Agreement,  shall not have any responsibility or
authority for the Fund's investments, the determination of investment policy, or
for any matter pertaining to the distribution of Fund shares.

         REGULATORY  MATTERS.  Banking  laws  and  regulations,   including  the
Glass-Steagall  Act as  currently  interpreted  by the Board of Governors of the
Federal Reserve System,  prohibit a bank holding  company  registered  under the
Bank Holding  Company Act of 1956,  as amended,  or any  affiliate  thereof from
sponsoring, organizing, controlling, or distributing the shares of a registered,
open-end investment company  continuously engaged in the issuance of its shares,
and prohibit banks generally from issuing, underwriting, selling or distributing
securities,  but do not prohibit such a bank holding  company or affiliate  from
acting as investment  adviser,  administrator,  transfer  agent, or custodian to
such an investment company or from purchasing shares of such a company as agent

                                      - 9 -







for and upon the order of a customer.  The Adviser  and the Trust  believe  that
Chase,  CAM, Inc. or any other  affiliate of Chase,  may perform the  investment
advisory, administrative,  custody and transfer agency services for the Fund, as
the case may be, described in this Prospectus and that Chase,  CAM, Inc., or any
other  affiliate of Chase,  subject to such banking  laws and  regulations,  may
perform  the  shareholder  services  contemplated  by  this  Prospectus  without
violation of such banking laws or regulations.  However, future changes in legal
requirements  relating  to  the  permissible   activities  of  banks  and  their
affiliates,  as well as future  interpretations of present  requirements,  could
prevent  Chase,  CAM,  Inc. or any other  affiliate of Chase from  continuing to
perform investment advisory, administrative or custody services for the Fund, as
the case may be, or require Chase,  CAM, Inc. or any other affiliate of Chase to
alter or discontinue the services provided by it to shareholder of the Funds.

         If Chase,  CAM,  Inc. or any other  affiliate of Chase were  prohibited
from performing investment advisory, administrative,  custody or transfer agency
services  for the  Fund,  as the case may be, it is  expected  that the Board of
Trustees would recommend to  shareholders  that they approve new agreements with
another  entity or entities  qualified to perform such  services and selected by
the Board of Trustees.  If Chase, CAM, Inc. or any other affiliate of Chase were
required to discontinue all or part of its shareholder servicing activities, its
customers would be permitted to remain the beneficial  owners of Fund shares and
alternative  means for  continuing  the  servicing  of such  customers  would be
sought.  Vista does not  anticipate  that  investors  would  suffer any  adverse
financial consequences as a result of these occurrences.

         In addition,  state  securities  laws on this issue may differ from the
interpretations  of  federal  law  expressed  herein  and  banks  and  financial
institutions may be required to register as dealers pursuant to state laws.

         Based on the advice of its  counsel,  Chase  believes  that the court's
decision, and these other decisions of federal banking regulators,  permit it to
serve as investment adviser to a registered, open-end investment company.


         Regarding  the  performance  of  shareholder  servicing  and  custodial
activities,  the staff of the Office of the  Comptroller of the Currency,  which
supervises  national  banks,  has issued opinion  letters  stating that national
banks may engage in shareholder servicing and custodial  activities.  Therefore,
Chase believes, based on advice of its counsel, that it may serve as shareholder
servicing agent to the Fund and render the services described in the shareholder
servicing agreements,  and Chase believes,  based on advice of its counsel, that
it may serve as  Custodian to the Trust and render the services set forth in the
Custodian Agreement,  as appropriate,  incidental national banking functions and
as proper adjunct to its serving as investment  adviser and administrator to the
Fund.

         Industry  practice  and  regulatory  decisions  also  support  a bank's
authority to act as administrator for a registered investment company. Chase, on
the advice of its counsel, believes that it may render the services described in
its  Administration  Agreement without violating the Glass-Steagall Act or other
applicable banking laws.

         Possible  future changes in federal law or  administrative  or judicial
interpretations  of current or future law,  however,  could  prevent  Chase from
continuing to perform investment advisory,  shareholder servicing,  custodian or
other administrative  services for the Fund. If that occurred, the Trust's Board
of Trustees  promptly  would seek to obtain for the Fund the services of another
qualified adviser,  shareholder servicing agent, custodian or administrator,  as
necessary.  Although no assurances  can be given,  the Trust  believes  that, if
necessary,  the switch to a new adviser,  shareholder servicing agent, custodian
or  administrator  could be accomplished  without undue disruption to the Funds'
operations.


                                     - 10 -







                       PURCHASES AND REDEMPTIONS OF SHARES

                                    PURCHASES

         The Premier  Shares are  continuously  offered for sale without a sales
load at the net asset  value  next  determined  through  VBDS  after an order is
received and accepted by the Transfer Agent, provided it is transmitted prior to
12:00 noon,  Eastern  time on any  business  day during which the New York Stock
Exchange and the Adviser are open for trading ("Fund Business Day"). (See "Other
Information Concerning Shares of the Fund--Net Asset Value"). Orders for Premier
Shares  received  and  accepted  prior to the  above  designated  times  will be
entitled to all dividends  declared on such day. The minimum initial purchase is
$100,000.  Shareholders  must maintain a minimum  account balance of $100,000 in
the Premier Shares at all times.  It is anticipated  that the Premier Shares net
asset  value will  remain  constant  at $1.00 per share and the Fund will employ
specific  investment  policies and procedures to accomplish this result.  Shares
are being  offered to  customers  of a  Shareholder  Servicing  Agent  (i.e.,  a
financial institution,  such as a federal or state-chartered bank, trust company
or savings and loan  association  that has entered into a shareholder  servicing
agreement  with the  Fund) or to  customers  of  brokers  or  certain  financial
institutions  which have entered into Selected  Dealer  Agreements with VBDS. An
investor  may purchase  Vista  Premier  Shares by  authorizing  his  Shareholder
Servicing Agent, broker or financial  institution to purchase such Shares on his
behalf through the Distributor, which the Shareholder Servicing Agent, broker or
financial  institution  must do on a timely basis.  All share  purchases must be
paid for in U.S. dollars, and checks must be drawn on U.S. banks. In the event a
check used to pay for shares purchased is not honored by the bank on which it is
drawn,  the purchase order will be canceled and the  shareholder  will be liable
for any losses or expenses incurred by the Fund or its agents.

         All purchases made by check should be in U.S.  dollars and made payable
to the Vista Funds.  Third party  checks,  except  those  payable to an existing
shareholder   who  is  a  natural   person  (as  opposed  to  a  corporation  or
partnership),  credit cards and cash will not be accepted.  When  purchases  are
made by check or periodic automatic investment,  redemptions will not be allowed
until the  investment  being  redeemed  has been in the  account for 15 business
days.

         Shareholder  Servicing  Agents may offer  additional  services to their
customers,  including specialized  procedures for the purchase and redemption of
Premier Shares,  such as  pre-authorized  or systematic  purchase and redemption
programs and "sweep" checking  programs.  Each  Shareholder  Servicing Agent may
establish its own terms,  conditions and charges,  including  limitations on the
amounts of  transactions,  with  respect  to such  services.  Charges  for these
services may include fixed annual fees,  transaction fees,  account  maintenance
fees and minimum account balance requirements.  The effect of any such fees will
be to reduce  the  yield on the  investment  of  customers  of that  Shareholder
Servicing Agent. Conversely,  certain Shareholder Servicing Agents may (although
they are not  required  by the Fund to do so)  credit to the  accounts  of their
customers  from  whom  they are  already  receiving  other  fees an  amount  not
exceeding  the fees for their  services  as  Shareholder  Servicing  Agents (see
"Shareholder  Servicing  Agents,  Transfer  Agent and  Custodian  -  Shareholder
Servicing  Agents"),  which will have the effect of increasing  the yield on the
investment  of  customers  of  that  Shareholder  Servicing  Agent.  Shareholder
Servicing Agents may also increase or reduce the minimum dollar amount; required
to invest in the Fund and waive any applicable holding periods.

         The Fund intends to be as fully  invested at all times as is reasonably
practicable in order to enhance the yield on its assets.  Accordingly,  in order
to make investments which will immediately  generate income,  the Fund must have
federal  funds  available  to it (i.e.,  monies  credited  to the account of the
Fund's  custodian bank by a Federal Reserve Bank).  Each  Shareholder  Servicing
Agent has agreed to provide each of the Premier  Shares with  federal  funds for
each  purchase  at the time it  transmits  the  order for such  purchase  to the
Distributor.  Therefore,  each  shareholder and  prospective  investor should be
aware that if he does not have  sufficient  funds on deposit  with, or otherwise
immediately  available to, his Shareholder Servicing Agent, there may be a delay
in transmitting and effecting his purchase order since his Shareholder Servicing
Agent  will have to  convert  his  check,  bank  draft,  money  order or similar
negotiable  instrument into federal funds prior to effecting the purchase order.
In such case,  the  purchase  order will be effected at the  purchase  price per
share next determined after the

                                     - 11 -







conversion to federal funds has been accomplished. If such a delay is necessary,
it is expected that in most cases it would not be longer than two business days.

         The Premier Shares reserves the right to cease offering shares for sale
at any  time,  to  reject  any order  for the  purchase  of shares  and to cease
offering any services  provided by a Shareholder  Servicing  Agent.  Fund shares
will be maintained in book entry form, and no certificates  representing  shares
owned will be issued to shareholders.

         For further  information  as to how to direct a  Shareholder  Servicing
Agent to  purchase  shares of the Fund,  an investor  should  contact his or her
Shareholder Servicing Agent.

         SYSTEMATIC  INVESTMENT  PLAN.  Shareholders  may  establish  a  monthly
investment  plan by which  investments are  automatically  made to his/her Vista
Fund account through  Automatic  Clearing House (ACH) deductions from a checking
account. The minimum monthly investment through this plan is $100.  Shareholders
may choose either to have these  investments made during the first or third week
each month.  Please note that your  initial ACH  transactions  may take up to 10
days from the receipt of your request to be established.

         Shareholders  electing to start this  Systematic  Investment  Plan when
opening an account should complete Section 8 of the account application. Current
shareholders  may begin a  Systematic  Investment  Plan at any time by sending a
signed letter with  signature  guarantee to the Vista Service  Center,  P.O. Box
419392,  Kansas City, MO  64141-6492.  The letter should contain your Vista Fund
account number, the desired amount and cycle of the systematic  investment,  and
must include a voided  check from the checking  account from which debits are to
be made.  A signature  guarantee  may be obtained  from a bank,  trust  company,
broker-dealer or other member of the national securities  exchange.  Please note
that notaries public cannot provide signature guarantees.

                                   REDEMPTIONS

         A  shareholder  may  redeem  all or any  portion  of the  shares in his
account on any Fund Business Day at the net asset value next determined  after a
redemption  request  in  proper  form is  furnished  by the  shareholder  to his
Shareholder  Servicing  Agent and  transmitted by it to and received by a Fund's
Transfer  Agent.  Therefore,  redemptions  will be  effected on the same day the
redemption order is received only if such order is received prior to 12:00 noon,
Eastern time on any Fund Business Day.  Shares which are redeemed earn dividends
up to and  including the day prior to the day the  redemption  is effected.  The
proceeds of a  redemption  normally  will be paid on the Fund  Business  Day the
redemption is effected,  but in any event within seven days.  The  forwarding of
proceeds from redemption of shares which were recently purchased by check may be
delayed until the purchase check has cleared, which may take up to fifteen days.
Similarly,  the  forwarding  of proceeds  from  redemption  of shares which were
purchased by Automatic  Clearing House transfer may be delayed up to seven days.
A shareholder who is a customer of a Shareholder  Servicing Agent may redeem his
Premier Shares by authorizing  his  Shareholder  Servicing Agent or its agent to
redeem such shares,  which the Shareholder  Servicing Agent or its agent must do
on a timely basis.

         The  signature  of  both  shareholders  is  required  for  any  written
redemption  requests  (other  than  those by  check)  from a joint  account.  In
addition, a redemption request may be deferred for up to 15 calendar days if the
Transfer  Agent has been  notified of a change in either the address or the bank
account registration previously listed in the Fund records.

         The value of shares of the Fund  redeemed  may be more or less than the
shareholder's  cost,  depending on portfolio  performance  during the period the
shareholder  owned his shares.  Redemption of shares are taxable events on which
the  shareholder  may  recognize  a gain or loss.  Although  the Fund  generally
retains the right to pay the redemption  price of shares in kind with securities
(instead of cash),  the Trust has filed an  election  under Rule 18f-1 under the
Investment Company Act of 1940, as amended (the "1940 Act") committing to pay in
cash all  redemptions by a shareholder of record up to the amounts  specified in
the rule (approximately $250,000).


                                     - 12 -







         The payment of redemption requests may be wired or mailed directly to a
previously  designated domestic commercial bank account.  However, all telephone
redemption  requests  in  excess  of  $25,000  will be  wired  directly  to such
previously   designated  bank  account,  for  the  protection  of  shareholders.
Normally,  redemption  payments  will be  transmitted  on the next  business day
following  receipt of the  request  (provided  it is made  prior to 12:00  noon,
Eastern time. Redemption payments requested by telephone may not be available in
a  previously  designated  bank  account  for  up to  four  days.  If  no  share
certificates  have been issued,  a wire redemption may be requested by telephone
or wire to the Vista Service Center. For telephone  redemptions,  call the Vista
Service Center at (800) 34-VISTA.

         The right of any  shareholder  to receive  payment  with respect to any
redemption may be suspended or the payment of the redemption  proceeds postponed
during any period in which the New York Stock  Exchange  is closed  (other  than
weekends  or  holidays)  or trading on such  exchange is  restricted  or, to the
extent otherwise permitted by the 1940 Act, if an emergency exists.  Payment may
also be delayed on days when the Federal Reserve Bank is closed.

         AUTOMATIC  REDEMPTION PLAN. A shareholder owning $10,000 or more of the
shares of a Fund as  determined  by the then current net asset value may provide
for the payment monthly or quarterly of any requested  dollar amount (subject to
limits)  from  his  account  to his  order.  A  sufficient  number  of full  and
fractional shares will be redeemed so that the designated payment is received on
approximately the 1st or 15th day of the month following the end of the selected
payment period.

EXCHANGE PRIVILEGES

         Shareholders of the Premier Shares of the Fund may exchange at relative
net asset value among the Premier  Shares  offered by Vista's other money market
funds,  and may exchange at relative net asset value plus any  applicable  sales
charges  among  certain  classes of shares of  portfolios  of Mutual  Fund Group
("MFG"),  an affiliated  investment  company,  of which Chase is the advisor and
VBDS is the  distributor,  in  accordance  with the  terms  of the  then-current
prospectus  of the Fund being  acquired.  The  prospectus of the Vista Fund into
which shares are being exchanged  should be read carefully prior to any exchange
and retained for future  reference.  With respect to exchanges into a fund which
charges a front-end  sales  charge,  such sales charge will not be applicable if
the  shareholder  previously  acquired his Premier  Shares by exchange from such
fund. Under the Exchange Privilege, Shares of a Fund may be exchanged for shares
of other  funds of the Trust or MFG only if those  Funds are  registered  in the
states  where the  exchange  may  legally  be made.  In  addition,  the  account
registration  for the Vista Fund (whether a Fund of the Trust or MFG) into which
shares of the Fund are being  exchanged must be identical to that of the account
registration  for the Fund  from  which  shares  are  being  redeemed.  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 up to five
business  days if the  fund  determines  that it would  be  disadvantaged  by an
immediate  transfer of the proceeds.  This privilege my be amended or terminated
at any time without  notice.  Arrangements  have been made for the acceptance of
instructions  by telephone to exchange  shares if certain  preauthorizations  or
indemnifications  are accepted and on file.  Further  information  and telephone
exchange forms are available from Vista Service Center.

         MARKET TIMING.  The exchange privilege is not intended as a vehicle for
short-term  trading.  Excessive  exchange  activity may interfere with portfolio
management  and have an adverse  effect on all  shareholders.  In order to limit
excessive  exchange  activity and other  circumstances  where the  Trustees,  or
Adviser  believes  doing so would be in the best interest of the Fund,  the Fund
reserves the right to revise or  terminate  the  exchange  privilege,  limit the
amount  or  number of  exchanges  or  reject  any  exchange.  In  addition,  any
shareholder  who makes more than ten  exchanges of shares  involving a Fund in a
year or three in a calendar quarter will be charged $5.00 administration fee per
each such exchange.


                                     - 13 -







                                     GENERAL

         REORGANIZATION  WITH PREDECESSOR FUND. The Fund has been established to
receive all the assets of The Hanover 100% U.S. Treasury Securities Money Market
Fund series of The Hanover  Funds,  Inc. (the  "Predecessor  Fund").  Subject to
approval by the shareholders of the Predecessor  Fund, the Predecessor Fund will
transfer all its assets and liabilities to the Fund in exchange for Vista shares
of the  Fund,  which  will  be  distributed  pro  rata  to  shareholders  of the
Predecessor   Fund,   who   will   become   shareholders   of  the   Fund   (the
"Reorganization").   The  Predecessor  Fund  will  cease  operations  after  the
Reorganization. The Fund will have no assets and will not begin operations until
the Reorganization occurs.

         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 Fund's  Transfer  Agent may defer
acting on a  shareholder's  instructions  until it has  received  them in proper
form. In addition, the privileges described in this Prospectus are not available
until a completed and signed account application has been received by the Fund's
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.  To  provide  evidence  of
telephone  instructions,  the Transfer Agent will record telephone conversations
with  shareholders.  The Fund will employ reasonable  procedures to confirm that
instructions  communicated by telephone are genuine.  In the event the Fund does
not employ such  procedures,  it may be liable for losses due to unauthorized or
fraudulent instructions.

         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,  the Fund or its agents are 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 the 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 the  Fund in  writing.  Shareholders  agree  to  release  and hold
harmless the Fund, the Adviser,  the  Administrator,  any Shareholder  Servicing
Agent or sub-agent and broker-dealer, and the officers, directors, employees and
agents thereof against any claim,  liability,  loss,  damage and expense for any
act or failure to act in  connection  with Fund shares,  any related  investment
account,  any privileges or services selected in connection with such investment
account,  or any written or oral  instructions or requests with respect thereto,
or any written or oral  instructions  or requests from someone  claiming to be a
shareholder  if  the  Fund  or  any  of  the   above-described   parties  follow
instructions  which they reasonably  believe to be genuine and act in good faith
by complying with the reasonable  procedures that have been established for Fund
accounts and services.

         Shareholders  purchasing  their shares through a Shareholder  Servicing
Agent may not  assign,  transfer  or pledge any rights or  interest  in any Fund
shares or any investment account established with a Shareholder  Servicing Agent
to any other  person  without  the prior  written  consent  of such  Shareholder
Servicing Agent, and any attempted  assignment,  transfer or pledge without such
consent may be disregarded.

         The Fund may also  establish  and  revise,  from time to time,  account
minimums  and  transactions  or amount  restrictions  on  purchases,  exchanges,
redemptions,   checkwriting   services,  or  other  transactions   permitted  in
connection  with  shareholder  accounts.  The Fund may  also  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 the bank
account specified in the Bank Account Registration,  or for any written requests
for  additional  account  services  made after a  shareholder  has  submitted an
initial account  application to the Fund. The Fund may refuse to accept or carry
out any transaction that does not satisfy any restrictions then in effect.
 .


                                     - 14 -







                                   TAX MATTERS

         The following discussion is addressed primarily to individual investors
and is for  general  information  only.  A  prospective  investor,  including  a
corporate  investor,  should also review the more detailed discussion of federal
income tax  considerations  that is  contained in the  Statement  of  Additional
Information.  In addition, each prospective investor should consult with his own
tax advisers as to the tax consequences of an investment in the Fund,  including
the status of distributions from the Fund in his own state and locality.

         The Fund  intends  to  qualify  each year and elect to be  treated as a
separate  "regulated  investment  company"  under  Subchapter  M of the Internal
Revenue  Code of 1986,  as  amended  (the  "Code").  If the Fund is treated as a
"regulated   investment  company"  and  all  its  taxable  income,  if  any,  is
distributed  to its  shareholders  in  accordance  with the timing  requirements
imposed by the Code, it will not be subject to federal  income tax on amounts so
distributed. If for any taxable year the Fund does not qualify for the treatment
as a regulated  investment company, all of its taxable income will be subject to
tax at regular  corporate rates without any deduction for  distributions  to its
shareholders,  and such  distributions  to  shareholders  will be taxable to the
extent of the Fund's current and accumulated earnings and profits.

         The Trust is organized as a  Massachusetts  business  trust and,  under
current law, is not liable for any income or franchise  tax in the  Commonwealth
of  Massachusetts  as long as the Fund (and  each  other  series  of the  Trust)
qualifies as a regulated investment company under the Code.

         Distributions  by the  Fund  of its  taxable  ordinary  income  (net of
expenses) and the excess,  if any, of its net  short-term  capital gain over its
net long-term  capital loss are generally  taxable to  shareholders  as ordinary
income.  Such  distributions  are treated as  dividends  for federal  income tax
purposes,  but  do  not  qualify  for  the   dividends-received   deduction  for
corporations.  Distributions  by a Fund  of  the  excess,  if  any,  of its  net
long-term  capital gain over its net  short-term  capital loss are designated as
capital gain  dividends  and are taxable to  shareholders  as long-term  capital
gains,  regardless of the length of time a shareholder has held his shares.  The
Fund will seek to avoid recognition of capital gains.

         Distributions  to  shareholders  will be treated in the same manner for
federal income tax purposes whether received in cash or reinvested in additional
shares of a Fund. In general,  distributions by a Fund are taken into account by
shareholders in the year in which they are made. However,  certain distributions
made during January will be treated as having been paid by the Fund and received
by the  shareholders on December 31 of the preceding  year. A statement  setting
forth the federal income tax status of all  distributions  made (or deemed made)
during the fiscal year,  including any portions which constitute ordinary income
dividends, capital gain dividends and exempt-interest dividends, will be sent to
the Fund's shareholders promptly after the end of each year.

         Under the backup  withholding rules of the Code,  certain  shareholders
may be subject to 31%  withholding  of federal income tax on  distributions  and
redemption  payments made by the Fund.  Generally,  shareholders  are subject to
backup  withholding  if they have not provided the Fund with a correct  taxpayer
identification number and certain required certifications.

         Shareholders  of the Fund will be subject to federal  income tax on the
ordinary  income  dividends and any capital gain dividends from the Fund and may
also be  subject  to  state  and  local  taxes.  The  laws of  some  states  and
localities,  however,  exempt  from some taxes  dividends  such as those paid on
shares of the U.S. Government Fund to the extent such dividends are attributable
to  interest  on   obligations   of  the  and  certain  of  its   agencies   and
instrumentalities. The Fund intends to advise its shareholders of the proportion
of their ordinary income dividends which are attributable to such interest.

         The State of New York,  for example,  exempts from its personal  income
tax  dividends  such as those  paid on  shares  of the Fund to the  extent  such
dividends are attributable to interest from  obligations of the U.S.  Government
and certain of its agencies and instrumentalities, provided that at least 50% of
the Fund's  portfolio  consists of such  obligations  and the Fund complies with
certain  notice  requirements.  The New York State  Department  of Taxation  and
Finance (like most other states)  currently  takes the position,  however,  that
certain

                                     - 15 -







obligations  backed by the full faith and credit of the U.S.  Treasury,  such as
GNMA  Certificates  and  repurchase  agreements  backed  by any U.S.  Government
obligation, do not constitute exempt obligations of the U.S. Government.  (UNDER
PRESENT  MARKET  CONDITIONS,  IT IS  EXPECTED  THAT LESS THAN 50% OF THE  FUND'S
PORTFOLIO  WILL CONSIST OF  OBLIGATIONS  WHICH THE NEW YORK STATE  DEPARTMENT OF
TAXATION AND FINANCE VIEWS AS EXEMPT.  ACCORDINGLY, IT IS LIKELY THAT NO PORTION
OF THE  DIVIDENDS  PAID ON SHARES OF THE FUND WILL BE EXEMPT FROM NEW YORK STATE
PERSONAL INCOME TAX.)

         Shareholders  are urged to consult  their tax  advisers  regarding  the
possible exclusion from state and local income tax of a portion of the dividends
paid on shares of the Fund which is attributable to interest from obligations of
the U.S. Government and its agencies and instrumentalities


                 OTHER INFORMATION CONCERNING SHARES OF THE FUND

NET ASSET VALUE

         The net asset value of the Shares of the Fund is determined as of 12:00
noon,  Eastern  time on each Fund  Business  Day, by  dividing  the value of the
Fund's net assets (i.e.,  the value of its  securities and other assets less its
liabilities,  including expenses payable or accrued) by the number of its shares
outstanding at the time the  determination is made. The portfolio  securities of
the Fund are valued at their amortized cost pursuant to Rule 2a-7 under the 1940
Act, certain requirements of which are summarized under "Additional  Information
on  Investment  Policies and  Techniques."  This method  increases  stability in
valuation,  but may  result  in  periods  during  which  the  stated  value of a
portfolio  security is higher or lower than the price the Fund would  receive if
the  instrument  were sold. It is  anticipated  that the net asset value of each
share will remain constant at $1.00 and the Fund will employ specific investment
policies and procedures to accomplish this result,  although no assurance can be
given that they will be able to do so on a continuing  basis.  These  procedures
include a review of the extent of any  deviation  of net asset  value per share,
based on available market rates,  from the $1.00 amortized cost price per share,
and  consideration  of certain actions before such deviation  exceeds 1/2 of 1%.
Income earned on the Fund's  investments is accrued daily and the Net Income, as
defined  under  "Distributions  and  Dividends"  below,  is  declared  each Fund
Business  Day as a  dividend.  See  "Determination  of Net  Asset  Value" in the
Statement  of  Additional   Information   for  further   information   regarding
determination  of net asset value and the procedures to be followed to stabilize
the net asset value at $1.00 per share.

DISTRIBUTIONS AND DIVIDENDS

         The net income of the Premier  Shares is determined  each Fund Business
Day (and on such other days as the  Trustees  deem  necessary in order to comply
with Rule 22c-1 under the 1940 Act). This determination is made once during each
such day as of 12:00 noon,  Eastern time. All the net income,  as defined below,
of the  Premier  Shares so  determined  is  declared  in shares as a dividend to
shareholders of record at the time of such determination.  Shares begin accruing
dividends on the day they are purchased. Dividends are distributed monthly on or
about the last  business  day of each month (or on such other date in each month
as the shareholder's  Shareholder  Servicing Agent may designate as the dividend
distribution  date  with  respect  to  a  particular   shareholder).   Unless  a
shareholder  elects to receive dividends in cash (subject to the policies of the
shareholder's  Shareholder  Servicing  Agent),  dividends are distributed in the
form of additional  shares at the rate of one share (and fractions  thereof) for
each one dollar (and fractions thereof) of dividend income.

         For this purpose,  the net income of the Premier  Shares (from the time
of the immediately preceding  determination thereof) shall consist of all income
accrued,  including  the  accretion of discounts  less the  amortization  of any
premium  on the  portfolio  assets  of the Fund,  less all  actual  and  accrued
expenses determined in accordance with generally accepted accounting principles.
As noted above, securities are valued at amortized cost, which the Trustees have
determined  in good faith  constitutes  fair value for the purposes of complying
with the 1940 Act.  This  valuation  method will  continue to be used until such
time as the Trustees  determine that it does not constitute  fair value for such
purposes.


                                     - 16 -







         Since the net income of the  Premier  Shares is  declared as a dividend
each time its net income is determined, the net asset value per share (i.e., the
value of its net assets  divided by the  number of its  shares  outstanding)  is
expected to remain at $1.00 per share immediately after each such  determination
and  dividend  declaration.  Any  increase  in  the  value  of  a  shareholder's
investment, representing the reinvestment of dividend income, is reflected by an
increase in the number of shares in his account.

         It is expected that the Premier  Shares will have a positive net income
at the time of each  determination  thereof.  If for any  reason  the net income
determined at any time is a negative  amount,  which could occur,  for instance,
upon default by an issuer of a portfolio  security,  the Fund would first offset
the negative amount with respect to each shareholder  account from the dividends
declared  during the month with  respect  to each such  account.  If, and to the
extent that such negative  amount exceeds such declared  dividends at the end of
the month,  the number of  outstanding  shares will be reduced by treating  each
shareholder as having contributed to the capital of the Fund that number of full
and fractional  shares in the account of such  shareholder  which represents his
proportion of the amount of such excess. Each shareholder will be deemed to have
agreed to such contribution in these circumstances by his investment.  Thus, the
net asset value per share will be maintained at a constant $1.00.

       DISTRIBUTION PLAN AND DISTRIBUTION AND SUB-ADMINISTRATION AGREEMENT

         The Trustees have adopted a Distribution Plan ("Distribution  Plan") in
accordance with Rule 12b-1 under the 1940 Act, after having concluded that there
is a reasonable  likelihood that the Distribution Plan will benefit the Fund and
its shareholders.

         The  Distribution  Plan provides  that the Fund shall pay  distribution
fees (the "Basic Distribution Fee"),  including payments to the Distributor,  at
an  annual  rate  not to  exceed  .10%  of the  average  daily  net  assets  for
distribution services.  Since the Basic Distribution Fee is not directly tied to
its expenses,  the amount of Basic  Distribution  Fees paid by each of the Vista
Shares  during  any  year  may be more or less  than  actual  expenses  incurred
pursuant to the  Distribution  Plan. 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 such as those described in the next paragraph,  by
which a distributor's compensation is directly linked to its expenses). However,
the Vista Shares are not liable for any distribution expenses incurred in excess
of the Basic Distribution Fee paid.

         The  Distribution  and  Sub-Administration  Agreement  dated August 21,
1995, for the Fund (the "Distribution  Agreement") provides that the Distributor
will  act as the  principal  underwriter  of  shares  of the  Fund  and 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
plan.  In addition,  the  Distributor  will provide  certain  sub-administration
services,  including providing officers,  clerical staff and office space. While
there is no  sales  load,  the  Distributor  receives  a fee from the Fund at an
annual  rate  equal to 0.05% of the  Fund's  average  daily  net  assets,  on an
annualized basis for the Fund's then-current fiscal year. Other funds which have
investment objectives similar to those of the Fund, but which do not pay some or
all of such  fees  from  their  assets,  may  offer a  higher  return,  although
investors  would,  in  some  cases,  be  required  to pay a  sales  charge  or a
redemption fee.

         The  Distributor  has agreed to use a portion of its  distribution  and
sub-administration  fee to pay for  certain  expenses  of the Fund  incurred  in
connection  with organizing new series or classes of the Trust and certain other
ongoing expenses of the Trust. The Distributor may, from time to time, waive all
or a portion of the fees  payable to it by the Fund under the  Distribution  and
Sub-Administration Agreement.

EXPENSES

         The  Fund  intends  to pay  all of its  pro  rata  share  of  expenses,
including  the  compensation  of the Trustees;  all fees under its  Distribution
Plan;  governmental  fees;  interest  charges;  taxes;  membership  dues  in the
Investment Company Institute;  fees and expenses of independent accountants,  of
legal  counsel  and of any  transfer  agent,  Shareholder  Servicing  Agent,  or
dividend disbursing agent; expenses of redeeming shares and servicing

                                     - 17 -







shareholder accounts; expenses of preparing,  printing and mailing prospectuses,
reports,   notices,   proxy  statements  and  reports  to  shareholders  and  to
governmental  officers and commissions;  expenses  connected with the execution,
recording and settlement of portfolio security transactions; insurance premiums;
fees and expenses of the Custodian including safekeeping of funds and securities
and  maintaining  required books and accounts;  expenses of calculating  the net
asset values of the Premier Shares;  expenses of shareholder  meetings;  and the
advisory fees payable to the Adviser under the  Investment  Advisory  Agreement,
the  administration  fee payable to the Administrator  under the  Administration
Agreement and the  sub-administration  fee payable to the Distributor  under the
Distribution  and  Sub-Administration   Agreement.   Expenses  relating  to  the
issuance,  registration  and  qualification  of  shares  of  the  Fund  and  the
preparation, printing and mailing of prospectuses for such purposes are borne by
the Fund except that the Distribution and Sub-Administration  Agreement with the
Distributor  requires the  Distributor to pay for  prospectuses  which are to be
used for sales to prospective investors.

         Pursuant to offering  multiple  classes of shares,  certain expenses of
the Fund are borne by certain classes, either exclusively,  or in a manner which
approximates  the  proportionate  value received by the Class as a result of the
expense being incurred.

DESCRIPTION OF SHARES, VOTING RIGHTS AND LIABILITIES

         Mutual  Fund  Trust  is  an  open-end,  management  investment  company
organized as a Massachusetts  business trust under the laws of the  Commonwealth
of  Massachusetts  in 1994. 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  among 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  separately,  for example to approve an
investment advisory agreement or distribution plan, but shares of all series and
classes  vote  together,  to the  extent  required  under the 1940  Act,  in the
election or selection of Trustees and independent accountants.

         Shareholders of the Premier Shares bear the fees and expenses described
in this Prospectus.  Similarly, shareholders of the counterpart Vista Shares and
Institutional  Shares bear the fees and expenses described in the prospectus for
such classes of Shares.  The fees paid by the Premier Shares to the  Distributor
and  Shareholder  Servicing  Agent under the  distribution  plan and shareholder
servicing  arrangements  for  distribution  expenses  and  shareholder  services
provided to institutional investors by the Shareholder Servicing Agents are less
than the respective fees paid under distribution plans and shareholder servicing
arrangements   adopted  for  its  counterpart   Vista  Shares.   Moreover,   the
Institutional  Shares  pay no  fees  under  distribution  plans  or  shareholder
servicing arrangements.

         The Trust is not required to hold annual meetings of  shareholders  but
will hold  special  meetings of  shareholders  of each series or class or of all
series or classes  when in the  judgment  of the  Trustees  it is  necessary  or
desirable to submit matters for a shareholder  vote. A Trustee of the Trust may,
in accordance with certain rules of the Securities and Exchange  Commission,  be
removed  from office when the holders of record of not less than  two-thirds  of
the  outstanding  shares  either  present a written  declaration  to the  Funds'
Custodian or vote in person or by proxy at a meeting called for this purpose. In
addition,  the Trustees will promptly call a meeting of shareholders to remove a
trustee(s) when requested to do so in writing by record holders of not less than
10% of the outstanding shares of the Trust.

         Finally,  the  Trustees  shall,  in  certain  circumstances,  give such
shareholders  access  to a  list  of  the  names  and  addresses  of  all  other
shareholders  or  inform  them of the  number  of  shareholders  and the cost of
mailing their  request.  The Trust's  Declaration of Trust provides that, at any
meeting of shareholders, a Shareholder Servicing Agent may vote any shares as to
which such Shareholder Servicing Agent is the agent of record and which are

                                     - 18 -







otherwise not represented in person or by proxy at the meeting,  proportionately
in accordance with the votes cast by holders of all shares of the same 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.  Shareholders of each series or class would be
entitled to share pro rata in the net assets of that  series or class  available
for distribution to shareholders upon liquidation of that series or class.

         The Trust is an entity of the type commonly  known as a  "Massachusetts
business trust". Under Massachusetts law,  shareholders of such a business trust
may, under certain circumstances,  be held personally liable as partners for its
obligations.  However,  the risk of a shareholder  incurring  financial  loss on
account of  shareholder  liability  is limited  to  circumstances  in which both
inadequate  insurance  existed  and the  Trust  itself  was  unable  to meet its
obligations.

         The Code of Ethics of the Trust prohibits all affiliated personnel from
engaging in personal investment activities which compete with or attempt to take
advantage of a Fund's planned portfolio transactions.  The objective of the Code
of Ethics is to ensure  that the  operations  of a Fund be  carried  out for the
exclusive  benefit  of  a  Fund's  shareholders.  The  Trust  maintains  careful
monitoring of compliance with the Code of Ethics.  See "General  Information" in
the Fund's Statement of Additional Information.


           SHAREHOLDER SERVICING AGENTS, TRANSFER AGENT AND CUSTODIAN

SHAREHOLDER SERVICING AGENTS

         The  shareholder  servicing  agreement with the  Shareholder  Servicing
Agent  provides  that such  Shareholder  Servicing  Agent will, as agent for its
customers, perform various services, including but not limited to the following:
answer customer inquiries regarding account status, history, the manner in which
purchases  and  redemptions  of shares may be effected  for the Fund or class of
shares as to which the  Shareholder  Servicing  Agent is so acting  and  certain
other matters pertaining to the Fund or class of shares;  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)
monthly and year-end  statements and confirmations of purchases and redemptions;
transmit,  on behalf of the Fund or class of shares,  proxy  statements,  annual
reports, updated prospectuses and other communications to shareholders; receive,
tabulate and transmit to the Fund proxies executed by shareholders  with respect
to meetings of shareholders of the Fund or class of shares; vote the outstanding
shares  of the  Fund or class  of  shares  whose  shareholders  do not  transmit
executed  proxies or attend  shareholder  meetings in the same proportion as the
votes  cast by  other  shareholders  of the  Fund or  class  represented  at the
shareholder  meeting 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.

          For performing these services, the Shareholder Servicing Agent for the
Premier Shares receives certain fees, which may be paid periodically, determined
by a formula  based upon the number of  accounts  serviced  by such  Shareholder
Servicing  Agent during the period for which payment is being made, the level of
activity in accounts  serviced by such  Shareholder  Servicing  Agent during the
period, and the expenses incurred by such Shareholder  Servicing Agent. The fees
relating to acting as liaison to shareholders and providing personal services to
shareholders will not exceed, on an annualized basis for the Fund's then-current
fiscal year,  .25% for the Premier  Shares of the Fund, of the average daily net
assets  represented by shares owned during the period for which payment is being
made by  investors  for  whom  such  Shareholder  Servicing  Agent  maintains  a
servicing relationship. Each Shareholder Servicing Agent may, from time to time,
voluntarily  waive a portion of the fees payable to it. In  addition,  Chase may
provide  other   related   services  to  the  Fund  for  which  it  may  receive
compensation.

                                     - 19 -








         The  Shareholder  Servicing  Agent,  and  its  affiliates,  agents  and
representatives  acting as Shareholder Servicing Agents, may establish custodial
investment accounts  ("Accounts"),  known as Chase Investment Accounts or by any
other name designated by a Shareholder  Servicing Agent.  Through such Accounts,
customers can purchase,  exchange and redeem Fund shares,  receive dividends and
distributions on Fund investments, and take advantage of any services related to
an Account  offered by such  Shareholder  Servicing Agent from time to time. All
Accounts and any related privileges or services shall be governed by the laws of
the State of New York, without regard to its conflicts of laws provisions.

         The  Glass-Steagall  Act and other  applicable laws generally  prohibit
federally   chartered  or  supervised   banks  from  publicly   underwriting  or
distributing  certain securities such as the Fund's shares. The Trust, on behalf
of the  Funds,  will  engage  banks,  including  Chase  and its  affiliates,  as
Shareholder Servicing Agents only to perform advisory, custodian, administrative
and shareholder  servicing functions as described above. While the matter is not
free from doubt,  the management of the Trust believes that such laws should not
preclude a bank, including a bank which acts as investment adviser, custodian or
administrator,  or in all  such  capacities  for the  Trust,  from  acting  as a
Shareholder Servicing Agent. However,  possible future changes in federal law or
administrative  or  judicial  interpretations  of current or future  law,  could
prevent  a bank  from  continuing  to  perform  all or a part  of its  servicing
activities.  If that occurred, the bank's shareholder clients would be permitted
to remain as shareholders and alternative  means for continuing the servicing of
such shareholders  would be sought.  In such event,  changes in the operation of
the Fund might occur and a shareholder  serviced by such bank might no longer be
able to avail himself of any automatic  investment or other  services then being
provided by such bank. The Trust does not expect that shareholders  would suffer
any adverse financial consequences as a result of these occurrences.

TRANSFER AGENT AND CUSTODIAN

         DST  Systems,   Inc.  ("DST")  acts  as  transfer  agent  and  dividend
disbursing  agent (the "Transfer  Agent") for the Trust.  In this capacity,  DST
maintains  the  account  records  of all  shareholders  in the  Fund,  including
statement  preparation  and  mailing.  DST is also  responsible  for  disbursing
dividend and capital gain  distributions to shareholders,  whether taken in cash
or additional  shares.  From time to time, DST and/or the Fund may contract with
other  entities to perform  certain  services  for the Transfer  Agent.  For its
services as Transfer  Agent,  DST receives such  compensation as is from time to
time  agreed  upon by the Trust and DST.  DST's  address is 127 W. 10th  Street,
Kansas City, MO 64105.

         Pursuant to a Custodian  Agreement,  Chase acts as the custodian of the
assets of the Fund for which Chase receives compensation as is from time to time
agreed upon by the Trust and Chase.  The  Custodian's  responsibilities  include
safeguarding  and  controlling  the Fund's  cash and  securities,  handling  the
receipt and delivery of securities,  determining income and collecting  interest
on the Fund's investments, maintaining books of original entry for portfolio and
Fund accounting and other required books and accounts, and calculating the daily
net asset value of shares of the Fund. Portfolio securities and cash may be held
by  sub-custodian  banks if such  arrangements  are reviewed and approved by the
Trustees.  The internal  division of Chase which serves as the Trust's Custodian
does  not  determine  the  investment  policies  of the  Fund  or  decide  which
securities will be bought or sold on behalf of the Fund or otherwise have access
to or share material inside information with the internal division that performs
advisory services for the Fund.

TAX SHELTERED RETIREMENT PLANS

         Shares  of the Fund  are  offered  in  connection  with  the  following
qualified   prototype    retirement   plans:   IRA,   Rollover   IRA,   SEP-IRA,
Profit-Sharing,  and  Money  Purchase  Pension  Plans  which can be  adopted  by
self-employed  persons  ("Keogh")  and  by  corporations,   401(k),  and  403(b)
Retirement Plans. Call or write the Transfer Agent for more information.



                                     - 20 -







                        YIELD AND PERFORMANCE INFORMATION

         From time to time, the Premier Shares may use  hypothetical  investment
examples and performance  information in advertisements,  shareholder reports or
other  communications to shareholders.  Because such performance  information is
based on  historical  earnings,  it should not be considered as an indication or
representation of the performance of the Premier Shares in the future. From time
to time, the yield of the Premier Shares,  as a measure of its performance,  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 other  relevant  indices or to  rankings  prepared  by
independent services or other financial or industry publications, such as Lipper
Analytical Services,  Inc. or the Morningstar Mutual Funds on Disc, that monitor
the performance of mutual funds.  In addition,  the yield of each of the Premier
Shares may be compared to the Donoghue's Money Fund AveragesTM,  compiled in the
Donoghue's Money Fund Report(R),  a widely  recognized  independent  publication
that monitors the  performance of money market funds.  Also, each of the Premier
Shares' yield data may be 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 publications  of a local or regional  nature.  The
Premier Shares may, with proper  authorization,  reprint  articles written about
the Premier Shares and provide them to prospective shareholders.

         Premier Shares may provide its annualized "yield" and "effective yield"
to current and prospective  shareholders.  The "yield" of the Fund refers to the
income  generated by an  investment  in the Fund over a seven-day  period (which
period  shall  be  stated  in  any   advertisement  or   communication   with  a
shareholder).  This income is then  "annualized",  that is, the amount of income
generated by the  investment  during that week is assumed to be  generated  each
week over a 52-week  period  and is shown as a  percentage  of  investment.  The
"effective yield" is calculated similarly, but when annualized the income earned
by the investment  during that week is assumed to be reinvested.  The "effective
yield" will be  slightly  higher  than the  "yield"  because of the  compounding
effect of this assumed reinvestment.

         Unlike some bank deposits or other  investments which pay a fixed yield
for a stated period of time,  the yield of each of the Premier  Shares will vary
based on interest rates,  the current market value of the securities held in the
Fund's  portfolio  and  changes  in the  Fund's and the  Shares'  expenses.  The
Adviser, the Administrator, the Distributor and each Shareholder Servicing Agent
may  voluntarily  waive a portion of their fees on a  month-to-month  basis.  In
addition,  the Distributor may assume a portion of the 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) of the Premier  Shares  during the period
such waivers of fees or assumptions of expenses are in effect. These factors and
possible  differences  in  the  methods  used  to  calculate  yields  should  be
considered  when  comparing the Premier  Shares'  yields to those  published for
other money market funds and other investment vehicles. A Shareholder  Servicing
Agent may charge its customers direct fees in connection with an investment (see
"Purchases and Redemptions of  Shares-Purchases")  which will have the effect of
reducing  the net return on the  investment  of  customers  of that  Shareholder
Servicing  Agent.  Conversely,  the  Premier  Shares are  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   (see   "Purchases   and   Redemptions   of
Shares-Purchases"),  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.  See the Statement of Additional
Information  for further  information  concerning  each of the  Premier  Shares'
calculation of yield.

                                OTHER INFORMATION

         The  Statement  of  Additional   Information   contains  more  detailed
information about the Trust and the Fund,  including  information related to (i)
the Fund's investment  policies and restrictions,  (ii) risk factors  associated
with the Fund's policies and investments,  (iii) the Trust's Trustees,  officers
and  the  Administrator,   the  Adviser  and  the  Sub-Adviser,  (iv)  portfolio
transactions and brokerage allocation,  (v) the Fund's shares,  including rights
and liabilities of shareholders,  and (vi) additional  performance  information,
including the method used to

                                     - 21 -






calculate  yield or total rate of return  quotations  of the Fund.  The  audited
financial  statements  of the  Predecessor  Fund for its last fiscal year end is
incorporated by reference in the Statement of Additional Information.


                                     - 22 -




            VISTA^(SM) 100% U.S. TREASURY SECURITIES MONEY MARKET FUND

               INSTITUTIONAL SHARES PROSPECTUS -- FEBRUARY 8, 1996

         Mutual Fund Trust (the  "Trust") is an open-end  management  investment
company  organized  as a business  trust under the laws of the  Commonwealth  of
Massachusetts  on February 4, 1994,  presently  consisting of 12 separate series
("Funds").  Under a multi-class  distribution system, the money market funds may
be  offered  through  three  separate  classes  of shares  (the  "Shares").  The
Institutional Shares described in and offered pursuant to this Prospectus, which
are offered only to qualified  institutional investors making an initial minimum
investment  of  $1,000,000,  are offered  through  the Vista 100% U.S.  Treasury
Securities Money Market Fund (the "Institutional Shares"). The Premier Shares of
the Fund are offered only to institutional clients and are sold under a separate
prospectus.

         THE VISTA 100% U.S. TREASURY  SECURITIES MONEY MARKET FUND'S (the "100%
U.S.  Treasury  Fund" or the "Fund")  investment  objective  is to seek  maximum
current income  consistent  with maximum safety of principal and  maintenance of
liquidity.  The Fund seeks to achieve its objective by investing in  obligations
issued by the U.S.  Treasury,  including U.S.  Treasury bills,  bonds and notes,
which differ  principally only in their interest rates,  maturities and dates of
issuance. The Fund does not purchase securities issued or guaranteed by agencies
or  instrumentalities  of the U.S.  Government,  nor  does it  enter  repurchase
agreements.  Because  the Fund  invests  exclusively  in  direct  United  States
Treasury  Obligations,  investors  may benefit  from income tax  exclusions  and
exemptions that are available in certain states and localities.


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

         The Chase Manhattan Bank, N.A. ("Chase") is the investment adviser (the
"Adviser"), custodian (the "Custodian"), administrator (the "Administrator") and
a  Shareholder  Servicing  Agent for the 100% U.S.  Treasury  Fund.  Chase Asset
Management, Inc. is the investment sub-adviser ("CAM Inc." or the "Sub-Adviser")
for the 100% U.S.  Treasury Fund.  The parent company of the Adviser,  The Chase
Manhattan  Corporation has entered an Agreement and Plan of Merger with Chemical
Banking  Corporation  which,  if affected  will have  certain  effects  upon the
Adviser, see "Management of the Fund -- The Adviser" on page 5.

         Vista Broker-Dealer  Services,  Inc. ("VBDS") is the Fund's distributor
(the  "Distributor")  and is unaffiliated with Chase.  INVESTMENT IN THE FUND IS
SUBJECT TO RISK -- INCLUDING POSSIBLE LOSS OF PRINCIPAL.  SHARES OF THE FUND ARE
NOT BANK  DEPOSITS OR  OBLIGATIONS  OF, OR  GUARANTEED OR ENDORSED BY, THE CHASE
MANHATTAN BANK, N.A. OR ANY OF ITS AFFILIATES AND ARE NOT FEDERALLY  INSURED BY,
OBLIGATIONS  OF, OR  OTHERWISE  SUPPORTED  BY THE U.S.  GOVERNMENT,  THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER AGENCY.

         An investment in the Fund is neither insured nor guaranteed by the U.S.
Government  and there can be no assurance that the Fund will be able to maintain
a stable  net  asset  value of $1.00 per  share.  Prospective  investors  should
carefully  consider the risks  associated  with an investment in the Fund. For a
further  discussion on the risks  associated with an investment in the Fund, see
"Investment Objectives and Policies" in this Prospectus.
There can be no assurance that the Fund will achieve its investment objective.

         The  Institutional  Shares are continuously  offered for sale without a
sales load through VBDS only to qualified  institutional  investors that make an
initial investment of $1,000,000.  Shares may be redeemed by shareholders at the
net asset value next determined on any Fund Business Day as hereinafter defined.









         This Prospectus sets forth  concisely  information  concerning the Fund
and its  Institutional  Shares that a prospective  investor ought to know before
investing.  A Statement of Additional  Information for the Institutional Shares,
dated February 8, 1996,  containing more detailed information about the Fund has
been filed with the Securities and Exchange  Commission and is incorporated into
this Prospectus by reference.  An investor may obtain a copy of the Statement of
Additional Information for the Institutional Shares without charge by contacting
the Fund.

         Investors  should  read  this  Prospectus  and  retain  it  for  future
reference.

         For information about the Institutional  Shares,  simply call the Vista
Service Center at 1-800-34-VISTA.



                                      - 2 -








                                TABLE OF CONTENTS




Expense Summary............................................................  4
Investment Objectives and Policies.........................................  5
Additional Information on Investment Policies and Techniques...............  5
Management of the Fund.....................................................  8
Purchases and Redemptions of Shares........................................ 11
Tax Matters................................................................ 12
Other Information Concerning Shares of the Fund............................ 14
Transfer Agent and Custodian............................................... 16
Yield and Performance Information.......................................... 17
Other Information.......................................................... 18


                                      - 3 -









                                 EXPENSE SUMMARY

The following  table  provides (i) a summary of the aggregate  annual  operating
expenses of the Fund,  as a  percentage  of average net assets of the Fund,  and
(ii) an  example  illustrating  the  dollar  cost of such  expenses  on a $1,000
investment in shares of the Fund.

                                                      Institutional
                                                         Shares
Annual Fund Operating Expenses
   (as a percentage of average net assets)
   Investment Advisory Fee.............................   .10%
Rule 12b-1 Distribution Plan Fee ......................   .00%
Administrative Fee ....................................   .05%

Other Expenses
   Sub-Administration Fee..............................   .05%
   Servicing Fee  .....................................   .00%
   Other Operating Expenses+ ..........................   .07%
Total Other Expenses                                      .12%

Total Fund Operating Expenses                             .27%

                                   ---------

Example:
You would pay the  following  expenses on a $1,000  investment in the Fund based
upon  payment by the Fund of  operating  expenses at the levels set forth in the
table above, assuming (1) 5% annual return and (2) redemption at the end of:
   1 year........................................$ 3
   3 years.......................................$ 9
   5 years.......................................$15
   10 years......................................$34


- ---------------
+        "Other Operating  Expenses" include custody fees, transfer agency fees,
         registration fees, legal fees, audit fees,  directors' fees,  insurance
         fees,  and other  miscellaneous  expenses.  A  shareholder  may incur a
         $10.00 charge for certain wire redemptions.

         The expense  summary is intended to assist  investors in  understanding
the various costs and expenses that a shareholder  in the  Institutional  Shares
class of shares  of the Fund  will bear  directly  or  indirectly.  The  expense
summary shows the investment advisory fee, distribution fee, administrative fee,
sub-administration  fee and  shareholder  servicing  agent  fee  expected  to be
incurred by the Institutional Shares class of shares of the Fund.

         The "Example" set forth above should not be considered a representation
of future expenses or annual return of Institutional  Shares of the Fund; actual
expenses and annual return may be greater or less than those shown.



                                      - 4 -








                       INVESTMENT OBJECTIVES AND POLICIES

         The Fund  seeks to  maintain  a net asset  value of $1.00 per share for
purchases and redemptions.  To do so, the Fund uses the amortized cost method of
valuing  securities  pursuant to Rule 2a-7 under the  Investment  Company Act of
1940, as amended (the "1940 Act"),  certain requirements of which are summarized
as  follows.   In  accordance   with  Rule  2a-7,   the  Fund  will  maintain  a
dollar-weighted  average portfolio maturity of 90 days or less and purchase only
instruments  having remaining  maturities of 397 days or less and invest only in
U.S.  dollar  denominated  securities  determined in accordance  with procedures
established  by the Board of Trustees to present  minimal credit risks and which
are rated in the highest  short-term  rating category for debt obligations by at
least two nationally recognized  statistical rating organizations  ("NRSRO") (or
one NRSRO if the  instrument  was rated  only by one such  organization)  or, if
unrated,  are of comparable  quality as determined in accordance with procedures
established  by  the  Board  of  Trustees.   If  a  security  is  backed  by  an
unconditional  demand feature,  the issuer of the demand feature rather than the
issuer of the underlying  security may be relied upon in determining whether the
foregoing  criteria have been met.  Securities in which the Fund invests may not
earn as high a level of current income as long-term or lower quality securities.

         The Fund's  investment  objective is to seek to provide maximum current
income consistent with maximum safety of principal and maintenance of liquidity.
The Fund seeks to achieve its  objective by investing in  obligations  issued by
the U.S. Treasury,  including U.S. Treasury bills, bonds and notes, which differ
principally only in their interest rates,  maturities and dates of issuance. The
Fund  does  not  purchase   securities  issued  or  guaranteed  by  agencies  or
instrumentalities  of the  United  States  Government,  nor does it  enter  into
repurchase agreements.  The dollar weighted average maturity of the Fund will be
90 days or less.  Although the Fund seeks to be fully invested,  at times it may
hold uninvested cash reserves, which would adversely affect its yield.

         Interest on United States Treasury obligations is exempt from state and
local  income  taxes under  federal law; the interest is not exempt from federal
income tax. However, shareholders of the 100% U.S. Treasury Fund do not directly
receive  interest on United  States  Treasury  obligations,  but rather  receive
dividends from the 100% U.S.  Treasury Fund that are derived from such interest.
Although many states allow the character of the 100% U.S. Treasury Fund's income
to  pass  through  to  its   shareholders,   certain  states  do  not,  so  that
distributions  from the 100% U.S.  Treasury  Fund derived from  interest that is
exempt from state and local  income taxes when  received  directly by a taxpayer
may not be exempt from such taxes when earned as a dividend by a shareholder  of
the 100% U.S. Treasury Fund.  Shareholders of the 100% U.S. Treasury Fund should
consult their tax advisers as to state and local  consequences  of investment in
the Fund.

         Although the Fund's  investment  objective  may not be changed  without
shareholder  approval,  such approval is not required to change any of the other
investment  policies  discussed above or below under "Additional  Information on
Investment Policies and Techniques."


          ADDITIONAL INFORMATION ON INVESTMENT POLICIES AND TECHNIQUES

REVERSE REPURCHASE AGREEMENTS

         The Fund may enter into reverse repurchase  agreements to avoid selling
securities during unfavorable  market conditions to meet redemptions.  A reverse
repurchase  agreement  involves the sale of money market  securities held by the
Fund with an agreement to repurchase  the  securities at an  agreed-upon  price,
date  and  interest  payment.   Reverse  repurchase  agreements  have  the  same
characteristics  as borrowing by the Fund. During the time a reverse  repurchase
agreement is outstanding,  the Fund will maintain a segregated custodial account
containing U.S.  Government or other  appropriate  high-quality  debt securities
having a value equal to the repurchase price. Reverse repurchase  agreements are
usually  for seven days or less and cannot be repaid  prior to their  expiration
dates.  Reverse repurchase  agreements involve the risk that the market value of
the Fund's securities  transferred may decline below the price at which the Fund
is obliged to repurchase the securities.  Further,  because a reverse repurchase
agreement  entered  into  by the  Fund  constitutes  borrowing,  it  may  have a
leveraging effect.

                                      - 5 -









WHEN-ISSUED OR FORWARD DELIVERY PURCHASES.

         The Fund may purchase new issues of securities in which it is permitted
to invest on a "when-issued"  or, with respect to existing issues, on a "forward
delivery"  basis,  which means that the securities will be delivered at a future
date beyond the customary settlement time. There is no limit as to the amount of
the  commitments  which  may be made by the  Fund to  purchase  securities  on a
"when-issued"  or  "forward  delivery"  basis.  The  Fund  does not pay for such
obligations or start earning  interest on them until the contractual  settlement
date.  Although  commitments  to purchase  "when-issued"  or "forward  delivery"
securities  will only be made with the  intention  of actually  acquiring  them,
these  securities may be sold before the settlement date if deemed  advisable by
the SubAdviser.

         While  it is not  intended  that  such  purchases  would  be  made  for
speculative  purposes,  purchases of securities on a  "when-issued"  or "forward
delivery" basis can involve more risk than other types of purchases and have the
effect  of  leveraging.   For  example,  when  the  time  comes  to  pay  for  a
"when-issued" or "forward delivery" security,  the Fund's securities may have to
be sold in order to meet payment  obligations,  and a sale of securities to meet
such  obligations  carries with it a greater  potential for the  realization  of
capital  gain,  which is not  tax-exempt.  Also,  if it is necessary to sell the
"when-issued" or "forward delivery" security before delivery, the Fund may incur
a loss because of market  fluctuations since the time the commitment to purchase
the  "whenissued"  or "forward  delivery"  security was made. Any gain resulting
from  any  such  sale  would  not  be  tax-exempt.  For  additional  information
concerning  these  risks  and  other  risks  associated  with  the  purchase  of
"whenissued"  or "forward  delivery"  securities as well as other aspects of the
purchase of securities  on a  "when-issued"  or "forward  delivery"  basis,  see
"Investment  Objectives,  Policies  and  Restrictions  --  Investment  Policies:
WhenIssued  and Forward  Delivery  Purchases"  in the  Statement  of  Additional
Information.

         No income  accrues to the  purchase of a security on a firm  commitment
basis prior to delivery.  Purchasing a security on a firm  commitment  basis can
involve a risk that the market  price at the time of delivery  may be lower than
the agreed upon purchase  price, in which case there could be an unrealized loss
at the time of delivery.

         The Fund will establish a segregated  account in which it will maintain
assets  in an  amount  at least  equal in value  to the  Fund's  commitments  to
purchase  securities on a firm  commitment  basis.  If the value of these assets
declines, the Fund will place additional liquid assets in the account on a daily
basis so that the value of the  assets in the  account is equal to the amount of
such commitments.

STAND-BY COMMITMENTS

         The  Fund  may  enter  into put  transactions,  including  transactions
sometimes referred to as stand-by  commitments,  with respect to U.S. Government
securities held in its portfolio.  In a put  transaction,  the Fund acquires the
right to sell a security at an agreed-upon price within a specified period prior
to its maturity  date, and a stand-by  commitment  entitles the Fund to same-day
settlement  and to receive an exercise  price equal to the amortized cost of the
underlying security plus accrued interest,  if any, at the time of exercise.  In
the event that the party obligated to purchase the underlying  security from the
Fund defaults on its  obligation to purchase the underlying  security,  then the
Fund might be unable to  recover  all or a portion  of any loss  sustained  from
having to sell the security elsewhere.  Acquisition of puts will have the effect
of increasing the cost of the securities subject to the put and thereby reducing
the yields  otherwise  available from such securities.  For further  information
concerning  stand-by  commitments,  see  "Investment  Objectives,  Policies  and
Restrictions -- Investment Policies:
Stand-by Commitments" in the Statement of Additional Information.

PORTFOLIO SECURITIES LENDING

         Although the Fund does not anticipate  engaging in such activity in the
ordinary  course  of  business,  the  Fund  may  lend  portfolio  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
its  total  assets.  In  connection  with  such  loans,  the Fund  will  receive
collateral consisting of cash, cash equivalents, U.S.

                                      - 6 -








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 102% of the  current  market  value of the  securities  loaned  plus
accrued  interest.  The Fund can earn  income  through  the  investment  of such
collateral.  The Fund  continues  to be  entitled to the  interest  payable on a
loaned  security and, in addition,  receive  interest on the amount of the loan.
Such loans will be terminable at any time upon specified notice.  The 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 risk 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  possible  loss of rights in the  collateral  should  the
borrower  experience  financial  difficulty.  Loans  will be made  only to firms
deemed by the Adviser or  SubAdviser to be of good standing and will not be made
unless,  in  the  judgment  of  the  investment   Adviser  or  SubAdviser,   the
consideration to be earned from such loans justifies the risk.

         The foregoing  investment  policies and activities are not  fundamental
and may be changed by the Board of Trustees of the Trust without the approval of
shareholders. For more detailed descriptions of certain of the Fund's investment
activities, see "Investment Policies -- Additional Investment Activities" in the
Statement of Additional Information.

PORTFOLIO MANAGEMENT AND TURNOVER

         It is intended  that the portfolio of the Fund will be fully managed by
buying and selling  securities,  as well as holding  securities to maturity.  In
managing the portfolio of the Fund, the  Sub-Adviser  seeks to take advantage of
market developments, yield disparities and variations in the creditworthiness of
issuers. For a description of the strategies that may be used by the Sub-Adviser
in managing the portfolio of the Fund,  which may include  adjusting the average
maturity of a portfolio  in  anticipation  of a change in  interest  rates,  see
"Investment  Objective,   Policies  and  Restrictions  --  Investment  Policies:
Portfolio Management" in the Statement of Additional Information.

         Generally,  the primary  consideration in placing portfolio  securities
transactions with  broker-dealers  for execution is to obtain,  and maintain the
availability  of,  execution  at the  most  favorable  prices  and  in the  most
effective  manner  possible.   Since  money  market  instruments  are  generally
purchased in principal transactions, the Fund rarely pays brokerage commissions.
For a complete  discussion of portfolio  transactions and brokerage  allocation,
see "Investment  Objective,  Policies and  Restrictions -- Investment  Policies:
Portfolio  Transactions and Brokerage Allocation" in the Statement of Additional
Information.

EFFECT OF RULE 2a-7 ON PORTFOLIO MANAGEMENT

         The  portfolio  management  of the Fund is  intended to comply with the
provisions of Rule 2a-7 under the 1940 Act (the "Rule")  under which,  if a Fund
meets certain conditions,  it may use the "amortized cost" method of valuing its
securities.  Under  the  Rule,  the  maturity  of  an  instrument  is  generally
considered to be its stated maturity (or in the case of an instrument called for
redemption, the date on which the redemption payment must be made), with special
exceptions  for  certain  kinds  of  instruments.   Repurchase   agreements  and
securities loan  agreements are, in general,  treated as having a maturity equal
to the period remaining until they can be executed.

         In  accordance  with the  provisions  of the Rule,  the Fund must:  (i)
maintain a dollar weighted average portfolio  maturity (see above) not in excess
of  90  days,  (ii)  limit  its  investments  to  those  instruments  which  are
denominated  in U.S.  dollars,  which the Board of Trustees  determines  present
minimal credit risks,  and which are of "high quality" as determined by at least
two major rating services; or, in the case of any instrument that is split-rated
or not rated,  of comparable  quality as determined by the Board;  and (iii) not
purchase any instruments with a remaining  maturity (see above) or more than 397
days. The Rule also contains  special  provisions as to the maturity of variable
rate and floating rate instruments.


                                      - 7 -








                             MANAGEMENT OF THE FUND

THE ADVISER

         The Chase Manhattan Bank, N.A.  manages the assets of the Fund pursuant
to an Investment  Advisory  Agreement.  Subject to such policies as the Board of
Trustees may determine,  Chase makes investment  decisions for the Fund. For its
services under the Investment Advisory  Agreement,  Chase is entitled to receive
an annual fee  computed  daily and paid monthly at an annual rate equal to 0.10%
of the Fund's average daily net assets.  However,  Chase may, from time to time,
voluntarily  waive all or a portion  of its fees  payable  under the  Investment
Advisory Agreement.

         The  Adviser,   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.  Its  headquarters is at One Chase Manhattan Plaza,
New York, NY 10081. The Adviser,  including its predecessor  organizations,  has
over 100 years of money management experience. Also included among the Adviser's
accounts are commingled trust funds and a broad spectrum of individual trust and
investment  management  portfolios.   These  accounts  have  varying  investment
objectives.

         On August 27, 1995, The Chase Manhattan Corporation announced its entry
into an Agreement  and Plan of Merger (the  "Merger  Agreement")  with  Chemical
Banking Corporation ("Chemical"),  a bank holding company, pursuant to which The
Chase  Manhattan  Corporation  will merge with and into  Chemical  (the "Holding
Company Merger"). Under the terms of the Merger Agreement,  Chemical will be the
surviving  corporation  in the  Holding  Company  Merger and will  continue  its
corporate  existence  under  Delaware  law under the name "The  Chase  Manhattan
Corporation"  ("New Chase").  The board of directors of each holding company has
approved the Holding Company  Merger,  which will create the second largest bank
holding  company in the United States based on assets.  The  consummation of the
Holding Company Merger is subject to certain closing conditions. On December 11,
1995,  the  respective  shareholders  of The  Chase  Manhattan  Corporation  and
Chemical voted to approve the Holding Company Merger. The Holding Company Merger
is expected to be completed on or about March 31, 1996.

         Subsequent  to the Holding  Company  Merger,  it is  expected  that the
adviser to the Funds,  The Chase Manhattan  Bank,  N.A., will be merged with and
into Chemical Bank. a New York State chartered bank ("Chemical Bank") (the "Bank
Merger" and  together  with the Holding  Company  Merger,  the  "Mergers").  The
surviving bank will continue  operations under the name The Chase Manhattan Bank
(as used herein,  the term "Chase" refers to The Chase  Manhattan Bank, N.A. and
its successor in the Bank Merger,  and the term "Adviser" means Chase (including
its successor in the Bank Merger) in its capacity as  investment  adviser to the
Fund).  The  consummation  of the Bank  Merger is  subject  to  certain  closing
conditions,  including  the receipt of certain  regulatory  approvals.  The Bank
Merger is expected to occur in July 1996.

         Chemical is a publicly owned bank holding  company  incorporated  under
Delaware law and registered  under the Federal Bank Holding Company Act of 1956,
as  amended.   As  of  December  31,  1995,   through  its  direct  or  indirect
subsidiaries,  Chemical  managed  more than $57  billion  in  assets,  including
approximately  $6.9 billion in mutual fund assets in 11 mutual fund  portfolios.
Chemical  Bank is a wholly owned  subsidiary of Chemical and is a New York State
chartered bank.

THE SUB-ADVISER

         Under the investment advisory agreement between the Trust, on behalf of
the Fund, and Chase, Chase may delegate a portion of its  responsibilities  to a
sub-adviser.  In addition, the investment advisory agreement provides that Chase
may render  services  through its own  employees or the employees of one or more
affiliated companies that are qualified to act as an 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.


                                      - 8 -








         Chase has entered into an investment  sub-advisory  agreement  with its
affiliate, CAM Inc., a registered investment adviser, on behalf of the Fund. The
Sub-Adviser is a wholly-owned  subsidiary of Chase.  Subject to the  supervision
and  direction  of the  Adviser  and the Board of  Trustees,  CAM Inc.  provides
investment  subadvisory  services  to the Fund in  accordance  with  the  Fund's
objectives  and  policies,  makes  investment  decisions for the Fund and places
orders to purchase and sell  securities on behalf of the Fund. The  Sub-Advisory
Agreement provides that, as compensation for services, the Sub-Adviser receives,
from  the  Adviser,  a fee,  based  on the  Fund's  average  daily  net  assets,
determined  at a rate agreed upon from time to time  between the Adviser and CAM
Inc.

         CAM Inc. is a  wholly-owned  operating  subsidiary  of Chase,  and upon
consummation of the Bank Merger, will be a wholly-owned  operating subsidiary of
the Adviser. CAM Inc. is registered with the Commission as an investment adviser
and was formed for the purpose of providing  discretionary  investment  advisory
services  to  institutional   clients  and  to  consolidate  Chase's  investment
management  function,  and the same individuals who serve as portfolio  managers
for CAM Inc. also serve as portfolio managers for Chase. CAM Inc.
is located at 1211 Avenue of the Americas, New York, New York 10036.

         CERTAIN RELATIONSHIPS AND ACTIVITIES. Chase and its affiliates may have
deposit,  loan and other commercial  banking  relationships  with the issuers of
securities purchased on behalf of the Fund, including  outstanding loans to such
issuers  which may be repaid in whole or in part with the proceeds of securities
so  purchased.  Chase and its  affiliates  deal,  trade and invest for their own
accounts  in U.S.  Treasury  obligations  and are among the  leading  dealers of
various types of U.S.  Treasury  obligations.  Chase and its affiliates may sell
U.S. Treasury obligations to, and purchase them from, other investment companies
sponsored by the Distributor or affiliates of the Distributor.  The Adviser will
not invest  any Fund  assets in any U.S.  Treasury  obligations  purchased  from
itself or any affiliate,  although under certain  circumstances  such securities
may be purchased  from other members of an  underwriting  syndicate in which the
Adviser or an affiliate is a non-principal  member.  This  restriction may limit
the amount or type of U.S.  Treasury  obligations  available  to be purchased on
behalf  of the Fund.  The  Adviser  has  informed  the Fund  that in making  its
investment  decisions,  it does not obtain or use material inside information in
the  possession  of any other  division or  department of such Adviser or in the
possession  of any  affiliate of such  Adviser,  including the division of Chase
that  performs  services for the Trust as  Custodian.  Shareholders  of the Fund
should be aware that,  subject to applicable  legal or regulatory  restrictions,
Chase and its affiliates may exchange among themselves certain information about
the shareholders and their accounts.

ADMINISTRATOR

         Pursuant  to an  administration  agreement,  dated  April 15, 1994 (the
"Administration  Agreement"),  Chase serves as  Administrator  of the Trust. The
Administrator provides certain administrative services,  including,  among other
responsibilities,  coordinating  relationships with independent  contractors and
agents;  preparing  for  signature by officers  and filing of certain  documents
required for compliance with applicable laws and regulations  excluding those of
the  securities  laws of the various  states;  arranging for the  maintenance of
books and records;  and providing office  facilities  necessary to carry out its
duties.  For these services and  facilities,  the  Administrator  is entitled to
receive  from the Fund a fee  computed  daily and paid monthly at an annual rate
equal  to  0.05%  of  the  Fund's  average  daily  net  assets.   However,   the
Administrator may, from time to time,  voluntarily waive all or a portion of its
fees payable under the Administration Agreement. The Administrator,  pursuant to
the terms of the Administration Agreement,  shall not have any responsibility or
authority for the Fund's investments, the determination of investment policy, or
for any matter pertaining to the distribution of Fund shares.

         REGULATORY  MATTERS.  Banking  laws  and  regulations,   including  the
Glass-Steagall  Act as  currently  interpreted  by the Board of Governors of the
Federal Reserve System,  prohibit a bank holding  company  registered  under the
Bank Holding  Company Act of 1956,  as amended,  or any  affiliate  thereof from
sponsoring, organizing, controlling, or distributing the shares of a registered,
open-end investment company  continuously engaged in the issuance of its shares,
and prohibit banks generally from issuing, underwriting, selling or distributing
securities,  but do not prohibit such a bank holding  company or affiliate  from
acting as investment  adviser,  administrator,  transfer  agent, or custodian to
such an investment company or from purchasing shares of such a company as agent

                                      - 9 -








for and upon the order of a customer.  The Adviser  and the Trust  believe  that
Chase,  CAM, Inc. or any other  affiliate of Chase,  may perform the  investment
advisory, administrative,  custody and transfer agency services for the Fund, as
the case may be, described in this Prospectus and that Chase,  CAM, Inc., or any
other  affiliate of Chase,  subject to such banking  laws and  regulations,  may
perform  the  shareholder  services  contemplated  by  this  Prospectus  without
violation of such banking laws or regulations.  However, future changes in legal
requirements  relating  to  the  permissible   activities  of  banks  and  their
affiliates,  as well as future  interpretations of present  requirements,  could
prevent  Chase,  CAM,  Inc. or any other  affiliate of Chase from  continuing to
perform investment advisory, administrative or custody services for the Fund, as
the case may be, or require Chase,  CAM, Inc. or any other affiliate of Chase to
alter or discontinue the services provided by it to shareholder of the Funds.

         If Chase,  CAM,  Inc. or any other  affiliate of Chase were  prohibited
from performing investment advisory, administrative,  custody or transfer agency
services  for the  Fund,  as the case may be, it is  expected  that the Board of
Trustees would recommend to  shareholders  that they approve new agreements with
another  entity or entities  qualified to perform such  services and selected by
the Board of Trustees.  If Chase, CAM, Inc. or any other affiliate of Chase were
required to discontinue all or part of its shareholder servicing activities, its
customers would be permitted to remain the beneficial  owners of Fund shares and
alternative  means for  continuing  the  servicing  of such  customers  would be
sought.  Vista does not  anticipate  that  investors  would  suffer any  adverse
financial consequences as a result of these occurrences.

         In addition,  state  securities  laws on this issue may differ from the
interpretations  of  federal  law  expressed  herein  and  banks  and  financial
institutions may be required to register as dealers pursuant to state laws.

         Based on the advice of its  counsel,  Chase  believes  that the court's
decision, and these other decisions of federal banking regulators,  permit it to
serve as investment adviser to a registered, open-end investment company.


         Regarding  the  performance  of  shareholder  servicing  and  custodial
activities,  the staff of the Office of the  Comptroller of the Currency,  which
supervises  national  banks,  has issued opinion  letters  stating that national
banks may engage in shareholder servicing and custodial  activities.  Therefore,
Chase believes, based on advice of its counsel, that it may serve as shareholder
servicing agent to the Fund and render the services described in the shareholder
servicing agreements,  and Chase believes,  based on advice of its counsel, that
it may serve as  Custodian to the Trust and render the services set forth in the
Custodian Agreement,  as appropriate,  incidental national banking functions and
as proper adjunct to its serving as investment  adviser and administrator to the
Fund.

         Industry  practice  and  regulatory  decisions  also  support  a bank's
authority to act as administrator for a registered investment company. Chase, on
the advice of its counsel, believes that it may render the services described in
its  Administration  Agreement without violating the Glass-Steagall Act or other
applicable banking laws.

         Possible  future changes in federal law or  administrative  or judicial
interpretations  of current or future law,  however,  could  prevent  Chase from
continuing to perform investment advisory,  shareholder servicing,  custodian or
other administrative  services for the Fund. If that occurred, the Trust's Board
of Trustees  promptly  would seek to obtain for the Fund the services of another
qualified adviser,  shareholder servicing agent, custodian or administrator,  as
necessary.  Although no assurances  can be given,  the Trust  believes  that, if
necessary,  the switch to a new adviser,  shareholder servicing agent, custodian
or  administrator  could be accomplished  without undue disruption to the Funds'
operations.

         In addition,  state  securities  laws on this issue may differ from the
interpretation  of  federal  law  expressed  herein,  and  banks  and  financial
institutions may be required to register as dealers pursuant to state law.


                                     - 10 -








                       PURCHASES AND REDEMPTIONS OF SHARES

                                    PURCHASES

         The  Institutional  Shares are continuously  offered for sale without a
sales load at the net asset value next  determined  through Vista  Broker-Dealer
Services,  Inc.  ("VBDS" or the  "Distributor")  after an order is received  and
accepted by the Transfer Agent,  provided it is transmitted prior to 12:00 noon,
Eastern time on any  business  day during which the New York Stock  Exchange and
the Adviser are open for trading ("Fund Business Day"). (See "Other  Information
Concerning  Shares of the  Fund--Net  Asset  Value").  Orders for  Institutional
Shares  received  and  accepted  prior to the  above  designated  times  will be
entitled to all dividends  declared on such day. The minimum initial purchase is
$1,000,000.  Shareholders  must maintain a minimum account balance of $1,000,000
in  the  Institutional  Shares  at  all  times.  It  is  anticipated  that  each
Institutional  Share's net asset  value will remain  constant at $1.00 per share
and the  Fund  will  employ  specific  investment  policies  and  procedures  to
accomplish  this  result.  An  investor  may  purchase  Institutional  Shares by
authorizing  his broker or financial  institution to purchase such Shares on his
behalf through the Distributor,  which the broker or financial  institution must
do on a timely  basis.  All share  purchases  must be paid for by federal  funds
wire. If federal  funds are not available  with respect to any such order by the
close of business on the day the order is received by the  Transfer  Agent,  the
order will be canceled.  Any order received after the time noted above, will not
be accepted.  Any funds received in connection with late orders will be invested
on the next  business day. The Fund may at its  discretion  reject any order for
shares.  The Fund  also  reserves  the right to  suspend  sales of shares to the
public at any time, in response to the  conditions in the  securities  market or
otherwise.   Fund  shares  will  be  maintained  in  book  entry  form,  and  no
certificates representing shares owned will be issued to shareholders.

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

         The Fund intends to be as fully  invested at all times as is reasonably
practicable in order to enhance the yield on its assets.  Accordingly,  in order
to make investments which will immediately  generate income,  the Fund must have
federal  funds  available  to it (i.e.,  monies  credited  to the account of the
Fund's custodian bank by a Federal Reserve Bank).

                                   REDEMPTIONS

         An investor  may redeem all or any portion of the shares in his account
on any  Fund  Business  Day at the  net  asset  value  next  determined  after a
redemption  request in proper  form is received  by the Fund's  Transfer  Agent.
Therefore,  redemptions will be effected on the same day the redemption order is
received only if such order is received prior to 12:00 noon, Eastern time on any
Fund Business Day.  Shares which are redeemed earn dividends up to and including
the  day  prior  to the  day the  redemption  is  effected.  The  proceeds  of a
redemption  will be paid by wire in federal funds  normally on the Fund Business
Day the redemption is effected,  but in any event within seven days. Payment for
redemption requests received prior to the above-mentioned times is normally made
in federal  funds wired to the redeeming  shareholder  on the same Business Day.
Payment for redeemed  shares for which a redemption  order is received after the
times stated above on a Business Day is normally  made in federal funds wired to
the redeeming  shareholder  on the next Business Day  following  redemption.  In
order to allow Chase to most effectively manage the Fund's portfolio,  investors
are urged to make redemption requests as early in the day as possible. In making
redemption requests, the names of the registered  shareholders and their account
numbers must be supplied. While the Fund retains the right to pay the redemption
price of shares in kind with securities  (instead of cash),  the Trust has filed
an  election  under Rule 18f-1  under the  Investment  Company  Act of 1940,  as
amended  (the  "1940  Act")  committing  to pay in  cash  all  redemptions  by a
shareholder  of record up to the amounts  specified  in the rule  (approximately
$250,000).

         A wire  redemption  may be  requested by telephone or wire to the Vista
Service  Center.  For telephone  redemptions,  call the Vista Service  Center at
(800) 622-4273.


                                     - 11 -








         The right of any  shareholder  to receive  payment  with respect to any
redemption may be suspended or the payment of the redemption  proceeds postponed
during any period in which the New York Stock  Exchange  is closed  (other  than
weekends  or  holidays)  or trading on such  Exchange is  restricted  or, to the
extent otherwise permitted by the 1940 Act, if an emergency exists.

                                     GENERAL

         REORGANIZATION  WITH PREDECESSOR FUND. The Fund has been established to
receive all the assets of The Hanover 100% U.S. Treasury Securities Money Market
Fund series of The Hanover  Funds,  Inc. (the  "Predecessor  Fund").  Subject to
approval by the shareholders of the Predecessor  Fund, the Predecessor Fund will
transfer all its assets and liabilities to the Fund in exchange for Vista shares
of the  Fund,  which  will  be  distributed  pro  rata  to  shareholders  of the
Predecessor   Fund,   who   will   become   shareholders   of  the   Fund   (the
"Reorganization").   The  Predecessor  Fund  will  cease  operations  after  the
Reorganization. The Fund will have no assets and will not begin operations until
the Reorganization occurs.

         The Fund has established  certain procedures and restrictions,  subject
to change from time to time, for purchase and redemption,  including  procedures
for accepting telephone instructions. The Fund's Transfer Agent may defer acting
on a  shareholder's  instructions  until it has received them in proper form. In
addition,  the privileges described in this Prospectus are not available until a
completed  and  signed  account  application  has been  received  by the  Fund's
Transfer  Agent.   Telephone  transaction   privileges  are  made  available  to
shareholders  automatically  upon  opening an account  unless the  privilege  is
declined  in  the  account   application.   To  provide  evidence  of  telephone
instructions,  the  Transfer  Agent will  record  telephone  conversations  with
shareholders.  The Fund  will  employ  reasonable  procedures  to  confirm  that
instructions  communicated by telephone are genuine.  In the event the Fund does
not employ such  procedures,  it may be liable for losses due to unauthorized or
fraudulent instructions.

         Shareholders  agree to release and hold harmless the Fund, the Adviser,
the Administrator, any sub-agent and broker-dealer, and the officers, directors,
employees and agents  thereof  against any claim,  liability,  loss,  damage and
expense  for any act or  failure  to act in  connection  with Fund  shares,  any
related  investment  account,  any privileges or services selected in connection
with such investment  account,  or any written or oral  instructions or requests
with  respect  thereto,  or any written or oral  instructions  or requests  from
someone  claiming to be a shareholder if the Fund or any of the  above-described
parties follow  instructions which they reasonably believe to be genuine and act
in good  faith by  complying  with the  reasonable  procedures  that  have  been
established for Fund accounts and services.

         The  Fund may also  establish  and  revise  from  time to time  account
minimums and transactions or amount restrictions on purchases,  redemptions,  or
other transactions  permitted in connection with shareholder accounts.  The Fund
may also require signature  guarantees for changes that shareholders  request be
made in Fund records with respect to its accounts, including but not limited to,
changes in the bank account specified in the Bank Account  Registration,  or for
any written  requests for additional  account  services made after a shareholder
has submitted an initial account application to the Fund. The Fund may refuse to
accept or carry out any transaction that does not satisfy any restrictions  then
in effect.


                                   TAX MATTERS

         The following discussion is addressed primarily to individual investors
and is for  general  information  only.  A  prospective  investor,  including  a
corporate  investor,  should also review the more detailed discussion of federal
income tax  considerations  that is  contained in the  Statement  of  Additional
Information.  In addition, each prospective investor should consult with his own
tax advisers as to the tax consequences of an investment in the Fund,  including
the status of distributions from the Fund in his own state and locality.

         The Fund  intends  to  qualify  each year and elect to be  treated as a
separate  "regulated  investment  company"  under  Subchapter  M of the Internal
Revenue Code of 1986, as amended (the "Code"). If the Fund is

                                     - 12 -








treated as a "regulated  investment company" and all its taxable income, if any,
is distributed to its  shareholders in accordance  with the timing  requirements
imposed by the Code, it will not be subject to federal  income tax on amounts so
distributed. If for any taxable year the Fund does not qualify for the treatment
as a regulated  investment company, all of its taxable income will be subject to
tax at regular  corporate rates without any deduction for  distributions  to its
shareholders,  and such  distributions  to  shareholders  will be taxable to the
extent of the Fund's current and accumulated earnings and profits.

         The Trust is organized as a  Massachusetts  business  trust and,  under
current law, is not liable for any income or franchise  tax in the  Commonwealth
of  Massachusetts  as long as the Fund (and  each  other  series  of the  Trust)
qualifies as a regulated investment company under the Code.

         Distributions  by the  Fund  of its  taxable  ordinary  income  (net of
expenses) and the excess,  if any, of its net  short-term  capital gain over its
net long-term  capital loss are generally  taxable to  shareholders  as ordinary
income.  Such  distributions  are treated as  dividends  for federal  income tax
purposes,  but  do  not  qualify  for  the   dividends-received   deduction  for
corporations.  Distributions  by a Fund  of  the  excess,  if  any,  of its  net
long-term  capital gain over its net  short-term  capital loss are designated as
capital gain  dividends  and are taxable to  shareholders  as long-term  capital
gains,  regardless of the length of time a shareholder has held his shares.  The
Fund will seek to avoid recognition of capital gains.

         Distributions  to  shareholders  will be treated in the same manner for
federal income tax purposes whether received in cash or reinvested in additional
shares of a Fund. In general,  distributions by a Fund are taken into account by
shareholders in the year in which they are made. However,  certain distributions
made during January will be treated as having been paid by the Fund and received
by the  shareholders on December 31 of the preceding  year. A statement  setting
forth the federal income tax status of all  distributions  made (or deemed made)
during the fiscal year,  including any portions which constitute ordinary income
dividends, capital gain dividends and exempt-interest dividends, will be sent to
the Fund's shareholders promptly after the end of each year.

         Under the backup  withholding rules of the Code,  certain  shareholders
may be subject to 31%  withholding  of federal income tax on  distributions  and
redemption  payments made by the Fund.  Generally,  shareholders  are subject to
backup  withholding  if they have not provided the Fund with a correct  taxpayer
identification number and certain required certifications.

         Shareholders  of the Fund will be subject to federal  income tax on the
ordinary  income  dividends and any capital gain dividends from the Fund and may
also be  subject  to  state  and  local  taxes.  The  laws of  some  states  and
localities,  however,  exempt  from some taxes  dividends  such as those paid on
shares of the U.S. Government Fund to the extent such dividends are attributable
to  interest  on   obligations   of  the  and  certain  of  its   agencies   and
instrumentalities. The Fund intends to advise its shareholders of the proportion
of their ordinary income dividends which are attributable to such interest.

         The State of New York,  for example,  exempts from its personal  income
tax  dividends  such as those  paid on  shares  of the Fund to the  extent  such
dividends are attributable to interest from  obligations of the U.S.  Government
and certain of its agencies and instrumentalities, provided that at least 50% of
the Fund's  portfolio  consists of such  obligations  and the Fund complies with
certain  notice  requirements.  The New York State  Department  of Taxation  and
Finance (like most other states)  currently  takes the position,  however,  that
certain  obligations  backed by the full faith and credit of the U.S.  Treasury,
such  as  GNMA  Certificates  and  repurchase  agreements  backed  by  any  U.S.
Government  obligation,  do  not  constitute  exempt  obligations  of  the  U.S.
Government.  (UNDER PRESENT MARKET CONDITIONS, IT IS EXPECTED THAT LESS THAN 50%
OF THE FUND'S  PORTFOLIO  WILL CONSIST OF  OBLIGATIONS  WHICH THE NEW YORK STATE
DEPARTMENT  OF TAXATION AND FINANCE VIEWS AS EXEMPT.  ACCORDINGLY,  IT IS LIKELY
THAT NO PORTION OF THE DIVIDENDS  PAID ON SHARES OF THE FUND WILL BE EXEMPT FROM
NEW YORK STATE PERSONAL INCOME TAX.)

         Shareholders  are urged to consult  their tax  advisers  regarding  the
possible exclusion from state and local income tax of a portion of the dividends
paid on shares of the Fund which is attributable to interest from obligations of
the U.S. Government and its agencies and instrumentalities

                                     - 13 -










                 OTHER INFORMATION CONCERNING SHARES OF THE FUND

                                 NET ASSET VALUE

         The net asset value of the Shares of the Fund is determined as of 12:00
noon,  Eastern  time on each Fund  Business  Day, by  dividing  the value of the
Fund's net assets (i.e.,  the value of its  securities and other assets less its
liabilities,  including expenses payable or accrued) by the number of its shares
outstanding at the time the  determination is made. The portfolio  securities of
the Fund are valued at their amortized cost pursuant to Rule 2a-7 under the 1940
Act, certain requirements of which are summarized under "Additional  Information
on  Investment  Policies and  Techniques."  This method  increases  stability in
valuation,  but may  result  in  periods  during  which  the  stated  value of a
portfolio  security is higher or lower than the price the Fund would  receive if
the  instrument  were sold. It is  anticipated  that the net asset value of each
share will remain constant at $1.00 and the Fund will employ specific investment
policies and procedures to accomplish this result,  although no assurance can be
given that they will be able to do so on a continuing  basis.  These  procedures
include a review of the extent of any  deviation  of net asset  value per share,
based on available market rates,  from the $1.00 amortized cost price per share,
and  consideration  of certain actions before such deviation  exceeds 1/2 of 1%.
Income earned on the Fund's  investments is accrued daily and the Net Income, as
defined  under  "Distributions  and  Dividends"  below,  is  declared  each Fund
Business  Day as a  dividend.  See  "Determination  of Net  Asset  Value" in the
Statement  of  Additional   Information   for  further   information   regarding
determination  of net asset value and the procedures to be followed to stabilize
the net asset value at $1.00 per share.

                           DISTRIBUTIONS AND DIVIDENDS

         The net  income of the  Institutional  Shares is  determined  each Fund
Business Day (and on such other days as the Trustees deem  necessary in order to
comply  with Rule 22c-1  under the 1940 Act).  This  determination  is made once
during  each such day as of 12:00 noon,  Eastern  time.  All the net income,  as
defined below, of the  Institutional  Shares so determined is declared in shares
as a  dividend  to  shareholders  of record  at the time of such  determination.
Shares begin  accruing  dividends on the day they are  purchased.  Dividends are
distributed  monthly on or about the last  business day of each month.  Unless a
shareholder  elects to receive  dividends in cash,  dividends are distributed in
the form of additional  shares at the rate of one share (and fractions  thereof)
for each one dollar (and fractions thereof) of dividend income.

         For this purpose,  the net income of the Institutional Shares (from the
time of the immediately  preceding  determination  thereof) shall consist of all
income  accrued,  including the accretion of discounts less the  amortization of
any  premium on the  portfolio  assets of the Fund,  less all actual and accrued
expenses determined in accordance with generally accepted accounting principles.
As noted above, securities are valued at amortized cost, which the Trustees have
determined  in good faith  constitutes  fair value for the purposes of complying
with the 1940 Act.  This  valuation  method will  continue to be used until such
time as the Trustees  determine that it does not constitute  fair value for such
purposes.

         Since the net  income of the  Institutional  Shares  is  declared  as a
dividend each time its net income is  determined,  the net asset value per share
(i.e.,  the  value  of its  net  assets  divided  by the  number  of its  shares
outstanding)  is  expected to remain at $1.00 per share  immediately  after each
such  determination  and  dividend  declaration.  Any increase in the value of a
shareholder's  investment,  representing the reinvestment of dividend income, is
reflected by an increase in the number of shares in his account.

         It is expected that the  Institutional  Shares will have a positive net
income at the time of each  determination  thereof.  If for any  reason  the net
income  determined  at any time is a negative  amount,  which could  occur,  for
instance,  upon  default by an issuer of a  portfolio  security,  the Fund would
first offset the negative amount with respect to each  shareholder  account from
the dividends  declared during the month with respect to each such account.  If,
and to the extent that such negative  amount exceeds such declared  dividends at
the end of the  month,  the  number of  outstanding  shares  will be  reduced by
treating each shareholder as having  contributed to the capital of the Fund that
number of full and fractional shares in the account of such shareholder which

                                     - 14 -








represents his proportion of the amount of such excess. Each shareholder will be
deemed  to have  agreed  to such  contribution  in  these  circumstances  by his
investment. Thus, the net asset value per share will be maintained at a constant
$1.00.

                  DISTRIBUTION AND SUB-ADMINISTRATION AGREEMENT

         The Distribution and Sub-Administration Agreement dated August 21, 1995
for the Fund (the "Distribution  Agreement")  provides that the Distributor will
act as the principal  underwriter of shares of the Fund and 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.  In addition,  the Distributor will provide
certain  sub-administration  services,  including providing  officers,  clerical
staff and office space. While there is no sales load, the Distributor receives a
fee from the Fund at an annual rate equal to 0.05% of the Fund's  average  daily
net assets,  on an  annualized  basis for the Fund's  then-current  fiscal year.
Other funds which have investment  objectives  similar to those of the Fund, but
which do not pay some or all of such fees from their assets,  may offer a higher
return,  although  investors  would,  in some cases,  be required to pay a sales
charge or a redemption fee.

         The  Distributor  has agreed to use a portion of its  distribution  and
sub-administration  fee to pay for certain expenses  incurred in connection with
organizing new series or classes of the Trust and certain other ongoing expenses
of the Trust.  The Distributor may, from time to time, waive all or a portion of
the fees payable to it by the Fund under the Distribution and Sub-Administration
Agreement.

                                    EXPENSES

         The Fund intends to pay all of its pro rata share of certain  expenses,
including the compensation of the Trustees; governmental fees; interest charges,
taxes; membership dues in the Investment Company Institute; fees and expenses of
independent  accountants,  of legal counsel and of any transfer agent,  dividend
disbursing agent; expenses of redeeming shares; expenses of preparing,  printing
and mailing  prospectuses,  reports,  notices,  proxy  statements and reports to
shareholders and to governmental  officers and commissions;  expenses  connected
with the execution, recording and settlement of portfolio security transactions;
insurance premiums;  fees and expenses of the Custodian including safekeeping of
funds and securities and  maintaining  required books and accounts;  expenses of
calculating  the net asset  values of the Fund Shares;  expenses of  shareholder
meetings;  and the  advisory  fees payable to the Adviser  under the  Investment
Advisory  Agreement,  the administration fee payable to the Administrator  under
the  Administration  Agreement  and the  sub-administration  fee  payable to the
Distributor under the Distribution and  Sub-Administration  Agreement.  Expenses
relating to the issuance,  registration and  qualification of shares of the Fund
and the preparation,  printing and mailing of prospectuses for such purposes are
borne  by  the  Fund  or  the   Shares   except   that  the   Distribution   and
Sub-Administration  Agreement with the  Distributor  requires the Distributor to
pay for prospectuses which are to be used for sales to prospective investors.

         Pursuant to offering  multiple  classes of shares,  certain expenses of
the Fund are borne by certain classes, either exclusively,  or in a manner which
approximates  the  proportionate  value received by the class as a result of the
expenses being incurred.

              DESCRIPTION OF SHARES, VOTING RIGHTS AND LIABILITIES

         Mutual  Fund  Trust  is  an  open-end  management   investment  company
organized as a Massachusetts  business trust under the laws of the  Commonwealth
of  Massachusetts  in 1994. 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  among 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

                                     - 15 -








shares  held in the  treasury  of the trust  shall not be voted.  Shares of each
series or class generally vote separately,  for example to approve an investment
advisory  agreement or  distribution  plan, but shares of all series and classes
vote  together,  to the extent  required  under the 1940 Act, in the election or
selection of Trustees and independent accountants.

         Shareholders  of the  Institutional  Shares bear the fees and  expenses
described in this Prospectus.  Similarly,  shareholders of the counterpart Vista
Shares  and  Premier  Shares  bear  the  fees  and  expenses  described  in  the
appropriate prospectuses for such classes of Shares. The absence of fees paid by
each of the  Institutional  Shares to the Distributor and shareholder  servicing
agents  for  distribution   expenses  and  shareholder   services   provided  to
institutional  investors  differ  significantly  from  similar  fees paid  under
distribution  plans  and  shareholder  servicing  arrangements  adopted  for its
counterpart  Vista Shares.  As a result, at any given time, the net yield on the
Institutional Shares will be approximately .30% to .50% higher than the yield on
the  counterpart  Vista  Shares and  approximately  .15% to .30% higher than the
yield on the counterpart  Premier Shares.  Standardized yield quotations will be
computed separately for each class of shares of a Fund.

         The Trust is not required to hold annual meetings of  shareholders  but
will hold special meetings of shareholders of a series or class or of all series
and classes when in the judgment of the Trustees it is necessary or desirable to
submit matters for a shareholder vote. A Trustee of the Trust may, in accordance
with certain rules of the  Securities and Exchange  Commission,  be removed from
office when the holders of record of not less than two-thirds of the outstanding
shares either present a written  declaration to the Trust's Custodian or vote in
person  or by proxy at a meeting  called  for this  purpose.  In  addition,  the
Trustees  will promptly  call a meeting of  shareholders  to remove a trustee(s)
when requested to do so in writing by record holders of not less than 10% of the
outstanding shares of the Trust.

         Finally,  the  Trustees  shall,  in  certain  circumstances,  give such
shareholders  access  to a  list  of  the  names  and  addresses  of  all  other
shareholders  or  inform  them of the  number  of  shareholders  and the cost of
mailing their  request.  The Trust's  Declaration of Trust provides that, at any
meeting of shareholders, a Shareholder Servicing Agent may vote any shares as to
which  such  Shareholder  Servicing  Agent is the agent of record  and which are
otherwise not represented in person or by proxy at the meeting,  proportionately
in accordance with the votes cast by holders of all shares of the same 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.  Shareholders of each series or class would be
entitled to share pro rata in the net assets of that  series or class  available
for distribution to shareholders upon liquidation of that series or class.

         The Trust is an entity of the type commonly  known as a  "Massachusetts
business trust." Under Massachusetts law,  shareholders of such a business trust
may, under certain circumstances,  be held personally liable as partners for its
obligations.  However,  the risk of a shareholder  incurring  financial  loss on
account of  shareholder  liability  is limited  to  circumstances  in which both
inadequate  insurance  exists  and  the  Fund  itself  is  unable  to  meet  its
obligations.

         The Code of Ethics of the Trust prohibits all affiliated personnel from
engaging in personal investment activities which compete with or attempt to take
advantage of a Fund's planned portfolio transactions.  The objective of the Code
of Ethics is to ensure  that the  operations  of a Fund be  carried  out for the
exclusive  benefit  of  a  Fund's  shareholders.  The  Trust  maintains  careful
monitoring of compliance with the Code of Ethics.  See "General  Information" in
the Fund's Statement of Additional Information.


                          TRANSFER AGENT AND CUSTODIAN

         DST  Systems,   Inc.  ("DST")  acts  as  transfer  agent  and  dividend
disbursing  agent (the "Transfer  Agent") for the Trust.  In this capacity,  DST
maintains  the  account  records  of all  shareholders  in the  Fund,  including
statement  preparation  and  mailing.  DST is also  responsible  for  disbursing
dividend and capital gain  distributions to shareholders,  whether taken in cash
or additional shares. From time to time, DST and/or the Fund may

                                     - 16 -








contract with other entities to perform certain services for the Transfer Agent.
For its services as Transfer  Agent,  DST receives such  compensation as is from
time to time  agreed  upon by the Trust and DST.  DST's  address  is 127 W. 10th
Street, Kansas City, MO 64105.

         Pursuant to a Custodian  Agreement,  Chase acts as the custodian of the
assets of the Fund for which Chase receives compensation as is from time to time
agreed upon by the Trust and Chase.  The  Custodian's  responsibilities  include
safeguarding  and  controlling  the Fund's  cash and  securities,  handling  the
receipt and delivery of securities,  determining income and collecting  interest
on the Fund's investments, maintaining books of original entry for portfolio and
Fund accounting and other required books and accounts, and calculating the daily
net asset value of shares of the Fund. Portfolio securities and cash may be held
by  sub-custodian  banks if such  arrangements  are reviewed and approved by the
Trustees.  The internal  division of Chase which serves as the Trust's Custodian
does  not  determine  the  investment  policies  of the  Fund  or  decide  which
securities will be bought or sold on behalf of the Fund or otherwise have access
to or share material inside information with the internal division that performs
advisory services for the Fund.

TAX SHELTERED RETIREMENT PLANS

         Shares  of the Fund  are  offered  in  connection  with  the  following
qualified   prototype    retirement   plans:   IRA,   Rollover   IRA,   SEP-IRA,
Profit-Sharing,  and  Money  Purchase  Pension  Plans  which can be  adopted  by
self-employed  persons  ("Keogh")  and  by  corporations,   401(k),  and  403(b)
Retirement Plans. Call or write the Transfer Agent for more information.


                        YIELD AND PERFORMANCE INFORMATION

         From  time to  time,  the  Institutional  Shares  may use  hypothetical
investment examples and performance  information in advertisements,  shareholder
reports  or other  communications  to  shareholders.  Because  such  performance
information is based on historical  earnings,  it should not be considered as an
indication or representation  of the performance of the Institutional  Shares in
the  future.  From time to time,  the yield of the  Institutional  Shares,  as a
measure of its performance,  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 other  relevant
indices or to rankings  prepared by independent  services or other  financial or
industry  publications,   such  as  Lipper  Analytical  Services,  Inc.  or  the
Morningstar  Mutual Funds on Disc, that monitor the performance of mutual funds.
In addition,  the yield of each of the  Institutional  Shares may be compared to
the Donoghue's  Money Fund  AveragesTM,  compiled in the  Donoghue's  Money Fund
Report(R),  a  widely  recognized  independent  publication  that  monitors  the
performance of money market funds. Also, each of the Institutional Shares' yield
data may be 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  publications  of a  local  or  regional  nature.  The
Institutional  Shares may, with proper  authorization,  reprint articles written
about the Institutional Shares and provide them to prospective shareholders.

         Institutional  Shares may provide its annualized "yield" and "effective
yield" to current and prospective  shareholders.  The "yield" of the Fund refers
to the income  generated by an  investment  in the Fund over a seven-day  period
(which  period  shall be stated in any  advertisement  or  communication  with a
shareholder).  This income is then  "annualized",  that is, the amount of income
generated by the  investment  during that week is assumed to be  generated  each
week over a 52-week  period  and is shown as a  percentage  of  investment.  The
"effective yield" is calculated similarly, but when annualized the income earned
by the investment  during that week is assumed to be reinvested.  The "effective
yield" will be  slightly  higher  than the  "yield"  because of the  compounding
effect of this assumed reinvestment.

         Unlike some bank deposits or other  investments which pay a fixed yield
for a stated period of time, the yield of each of the Institutional  Shares will
vary based on interest rates, the current market value of the securities held in
the Fund's  portfolio  and changes in the Fund's and the Shares'  expenses.  The
Adviser,  the Administrator,  the Distributor may voluntarily waive a portion of
their fees on a month-to-month basis. In addition, the

                                     - 17 -







Distributor  may  assume  a  portion  of  the  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) of the  Institutional  Shares during the period
such waivers of fees or assumptions of expenses are in effect. These factors and
possible  differences  in  the  methods  used  to  calculate  yields  should  be
considered  when comparing the  Institutional  Shares' yields to those published
for other money market funds and other investment vehicles. See the Statement of
Additional   Information  for  further   information   concerning  each  of  the
Institutional Shares' calculation of yield.


                                OTHER INFORMATION

         The  Statement  of  Additional   Information   contains  more  detailed
information about the Trust and the Fund,  including  information related to (i)
the Fund's investment  policies and restrictions,  (ii) risk factors  associated
with the Fund's policies and investments,  (iii) the Trust's Trustees,  officers
and  the  Administrator,   the  Adviser  and  the  Sub-Adviser,  (iv)  portfolio
transactions and brokerage allocation,  (v) the Fund's shares,  including rights
and liabilities of shareholders,  and (vi) additional  performance  information,
including the method used to calculate yield or total rate of return  quotations
of the Fund. The audited  financial  statements of the Predecessor  Fund for its
last fiscal year end is incorporated by reference in the Statement of Additional
Information.


                                     - 18 -





STATEMENT OF
ADDITIONAL INFORMATION
FEBRUARY 8,  1996


             VISTASM 100% U.S. TREASURY SECURITIES MONEY MARKET FUND
                 125 WEST 55TH STREET, NEW YORK, NEW YORK 10019

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 the Fund's shares.  This Statement of Additional  Information should be
read in conjunction with the Prospectuses offering shares of the Vista 100% U.S.
Treasury  Securities  Money  Market  Fund.  Copies  of the  Prospectuses  may be
obtained  by an  investor  without  charge  by  contacting  Vista  Broker-Dealer
Services, Inc., the Fund's 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 the Vista Service Center at
our toll-free number:

      1-800-34-VISTA
      Vista Service Center
      P.O. Box 419392
      Kansas City, MO  64141
                                               MFT-SAI







                                       -1-





Table of Contents                                             Page


The Fund ....................................................... 3
Investment Objective, Policies and Restrictions................. 3
Performance Information......................................... 8
Determination of Net Asset Value................................ 9
Tax Matters..................................................... 9
Management of the Fund..........................................14
Independent Accountants.........................................23
General Information.............................................23







                                       -2-






                                    THE FUND

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").  Under a multiple class  distribution  system,  the
Fund is offered through  multiple  classes of shares.  The Vista Shares class of
the Fund is referred  to in this  Statement  of  Additional  Information  as the
"Vista  Shares",  the Premier  Shares class of the Fund is referred to herein as
the "Premier Shares" and the Institutional  Shares class of the Fund is referred
to herein as the "Institutional Shares".

The Fund  has been  established  to  receive  all the  assets  of The 100%  U.S.
Treasury  Securities  Money Market Fund series of The Hanover  Funds,  Inc. (the
"Predecessor Fund").  Subject to approval by the shareholders of the Predecessor
Fund, the  Predecessor  Fund will transfer all its assets and liabilities to the
Fund in exchange for Vista  Shares of the Fund,  which will be  distributed  pro
rata to shareholders of the Predecessor Fund, who will then become  shareholders
of the Fund (the  "Reorganization").  The Predecessor Fund will cease operations
after  the  Reorganization.  The Fund  will  have no  assets  and will not begin
operations until the Reorganization occurs.

The Fund's shares are continuously  offered for sale through Vista Broker-Dealer
Services,  Inc. ("VBDS"),  the Fund's distributor (the "Distributor"),  which is
not affiliated with Chase  Manhattan Bank, N.A. or its affiliates,  to investors
who  are   customers  of  a  financial   institution,   such  as  a  federal  or
state-chartered  bank,  trust company,  or savings and loan association that has
entered into a shareholder  servicing  agreement with the Trust on behalf of the
Fund (collectively, "Shareholder Servicing Agents") or customers of a securities
broker or certain  financial  institutions who have entered into Selected Dealer
Agreements with the Distributor.  VBDS receives a distribution fee from the Fund
with respect to the Vista Shares class and Premier Shares class, pursuant to the
plan of distribution adopted pursuant to Rule 12b-1 of the 1940 Act with respect
to such classes.

The Board of Trustees of the Trust provides broad  supervision  over the affairs
of the Trust including the Fund. The Chase Manhattan Bank, N.A. ("Chase") is the
investment  adviser  (the  "Adviser")  for the Fund.  Chase  also  serves as the
Trust's   administrator  (the   "Administrator")   and  supervises  the  overall
administration of the Trust,  including the Fund. Chase Asset  Management,  Inc.
("CAM Inc." or the "Sub-Adviser") is the investment sub-adviser to the Fund. The
Sub-Adviser  continuously  manage the investments of the Fund in accordance with
the investment  objective and policies of the Fund. The selection of investments
for the Fund and the way in which it is  managed  depend on the  conditions  and
trends  in  the   economy   and  the   financial   marketplaces.   Occasionally,
communications  to  shareholders  may contain the views of the Sub-Adviser 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 the Fund.  A
majority of the Trustees of the Trust are not affiliated with the Sub-Adviser.

                 INVESTMENT OBJECTIVE, POLICIES AND RESTRICTIONS

                              INVESTMENT OBJECTIVE

THE VISTA 100% U.S.  TREASURY  SECURITIES  MONEY  MARKET  FUND's (the "100% U.S.
Treasury Fund" or the "Fund") investment objective is to seek to provide maximum
current income  consistent  with maximum safety of principal and  maintenance of
liquidity.  The Fund seeks to achieve its objective by investing in  obligations
issued by the U.S.  Treasury,  including U.S.  Treasury bills,  bonds and notes,
which differ only in their interest rates, maturities and dates of issuance. The
Fund  does  not  purchase   securities  issued  or  guaranteed  by  agencies  or
instrumentalities  of  the  U.S.  Government,   nor  does  it  enter  repurchase
agreements.  Because the 100% U.S.  Treasury Fund invests  exclusively in direct
United  States  Treasury  obligations,  investors  may  benefit  from income tax
exclusions and exemptions that are available in certain states or localities.



                                       -3-








                               INVESTMENT POLICIES

The  Prospectus  sets forth the various  investment  policies  applicable to the
Fund.  Unless otherwise stated,  the following  policies are not fundamental and
may be  changed  by the  Board of  Trustees  of the  Trust  without  shareholder
approval.

The following information supplements and should be read in conjunction with the
sections of the  Prospectus  entitled  "Investment  Objectives and Policies" and
"Additional Information on Investment Policies and Techniques."

UNITED STATES GOVERNMENT SECURITIES

United States  Treasury  Obligations.  The United States Treasury issues various
types of marketable  securities.  These securities are direct obligations of the
United States Government and differ only in their interest rates, maturities and
dates of issuance.  Treasury bills, the most frequently issued marketable United
States Government security,  have a maturity of up to one year and are issued on
a discount basis.

LOANS OF PORTFOLIO SECURITIES

The Fund may lend  securities  from its  portfolio if liquid assets in an amount
equal to 102% of the current  market value of the securities  loaned  (including
accrued interest  thereon) plus the interest payable to the Fund with respect to
the  loan is  maintained  by the Fund in a  segregated  account.  The Fund  will
typically loan its portfolio securities only on a short-term basis, and will not
enter into any  portfolio  security  lending  arrangements  having a duration of
longer  than  thirteen  months.  Any  securities  that the Fund may  receive  as
collateral  will not become a part of its portfolio at the time of the loan and,
in the event of a default by the  borrower,  the Fund will, if permitted by law,
dispose of such  collateral  except for such part  thereof that is a security in
which the Fund is permitted to invest.  During the time  securities are on loan,
the borrower will pay the Fund any accrued income on those  securities,  and the
Fund may invest the cash  collateral  and earn  additional  income or receive an
agreed-upon fee from a borrower that has delivered cash  equivalent  collateral.
Cash collateral received by the Fund will be invested in securities in which the
Fund is permitted to invest.  The value of  securities  loaned will be marked to
market daily. Portfolio securities purchased with cash collateral are subject to
possible  depreciation.  Loans of  securities  by the Fund  will be  subject  to
termination at the Fund's or the borrower's  option. The Fund may pay reasonable
administrative  and custodial fees in connection  with a securities loan and may
pay a  negotiated  portion of the  interest  or fee earned  with  respect to the
collateral  to the  borrower or a placing  broker.  The Fund does not  currently
intend to make loans of portfolio securities with a value in excess of 5% of the
value of its total assets.

                             INVESTMENT RESTRICTIONS

The Fund has  adopted the  following  investment  restrictions  which may not be
changed without  approval by a "majority of the outstanding  shares" of the 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 the Fund present at a meeting, if
the holders of more than 50% of the  outstanding  shares of the Fund are present
or represented by proxy, or (ii) more than 50% of the outstanding  shares of the
Fund.

The Fund may not:

           (i) borrow money, except that the Fund may borrow money for temporary
           or  emergency   purposes,   or  by  engaging  in  reverse  repurchase
           transactions,  in an amount not exceeding 33 1/3% 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 



                                       -4-






         borrowings representing more than 5% of the Fund's total assets must be
         repaid before the Fund may make additional investments;

           (ii) make loans, except that the Fund may: (i) purchase and hold debt
           instruments (including without limitation,  bonds, notes,  debentures
           or other  obligations and fixed time deposits) in accordance with its
           investment  objective  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;

           (iii)  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, with respect to
           the Fund's  permissible  futures  and  options  transactions  in U.S.
           Government  securities,  positions in such options and futures  shall
           not be subject to this restriction;

           (iv)  purchase  or sell  physical  commodities  unless  acquired as a
           result of  ownership of  securities  or other  instruments  (but this
           shall not prevent the Fund from (i) purchasing or selling options and
           futures  contracts  or (ii) from  investing  in  securities  or other
           instruments  backed by physical  commodities)  or engaging in forward
           purchases or sales of foreign currencies or securities;

           (v)  purchase  or sell real  estate  unless  acquired  as a result of
           ownership  of  securities  or other  instruments  but this  shall not
           prevent the Fund from  investing in securities  or other  instruments
           backed by real estate or securities of companies  engaged in the real
           estate  business.  Investments  by the Fund in  securities  backed by
           mortgages  on real estate or in  marketable  securities  of companies
           engaged in such activities are not hereby precluded;

           (vi) issue any senior  security (as defined in the 1940 Act),  except
           that (a) the Fund may engage in  transactions  that may result in the
           issuance  of  senior   securities  to  the  extent   permitted  under
           applicable  regulations  and  interpretations  of the  1940 Act or an
           exemptive  order;  (b) the 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,  the Fund may borrow money as authorized by the 1940
           Act. For purposes of this restriction,  collateral  arrangements with
           respect to the 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 for purposes of
           this restriction; or

           (vii) underwrite securities issued by other persons except insofar as
           the  Fund  may  technically  be  deemed  an  underwriter   under  the
           Securities Act of 1933 in selling a portfolio security.

For purposes of  investment  restriction  (v) above,  real estate  includes Real
Estate  Limited  Partnerships.  For purposes of  investment  restriction  (iii),
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.

The following  investment  restrictions  are  nonfundamental  and may be changed
without shareholder approval:

           (i) The Fund may not,  with  respect to 75% of its assets,  hold more
           than 10% of the outstanding voting securities of an issuer.




                                       -5-






           (ii) The 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 the Fund.

           (iii) The Fund may not  purchase  or sell  interests  in oil,  gas or
                 mineral leases.

           (iv)  The Fund may not  invest  more  than 10% of its net  assets  in
                 illiquid securities.

           (v) The Fund may not write,  purchase  or sell any put or call option
           or any combination thereof,  provided that this shall not prevent the
           writing, purchasing or selling of puts, calls or combinations thereof
           with  respect to U.S.  government  securities  or with respect to the
           Fund's  permissible  futures  and options  transactions,  purchasing,
           ownership,  holding or selling of futures and options positions or of
           puts, calls or combinations thereof with respect to futures.

           (vi)  The  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.

Notwithstanding any other investment policy or restriction, the 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  nonfundamental  restriction  (vi) above, to the extent the Fund
invests in other  investment  companies,  the Fund will limit its  investment to
those investment  companies with a similar  investment  objective to that of the
Fund.

For purposes of the Fund's 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.

If a percentage  limitation  on investment or use of assets is adhered to at the
time a transaction is effected,  later changes in percentage  resulting from any
cause other than actions by the Fund will not be considered a violation.  If the
value of the 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.

It is the Trust's position that proprietary  strips, such as CATS and TIGRS, are
United States Government  securities.  However,  the Trust has been advised that
the  staff  of the  Commission's  Division  of  Investment  Management  does not
consider these to be United States Government  securities,  as defined under the
Investment Company Act of 1940, as amended.

In order to permit the sale of its shares in certain  states,  the Fund may make
commitments  more  restrictive  than the  investment  policies  and  limitations
described above and in the  Prospectus.  Should the Fund determine that any such
commitment is no longer in its best interests,  it will revoke the commitment by
terminating sales of its shares in the state involved.





                                       -6-






                 PORTFOLIO TRANSACTIONS AND BROKERAGE ALLOCATION

Changes in the Fund's  investments  are reviewed by the Board of  Trustees.  The
Fund's portfolio manager may serve other clients of the Sub-Adviser in a similar
capacity.   Money  market  instruments  are  generally  purchased  in  principal
transactions; thus, the Fund pays no brokerage commissions.

Under the Sub-Advisory Agreement,  the Sub-Adviser shall use its 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 Fund.  The
Sub-Adviser  attempts to achieve  this  result by  selecting  broker-dealers  to
execute  portfolio  transactions on behalf of the Funds and other clients of the
Sub-Adviser on the basis of their professional capability, the value and quality
of their brokerage services, and the level of their brokerage commissions.  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 Sub-Adviser 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  Sub-Adviser  on the  tender  of  the  Fund's  portfolio
securities in so-called tender or exchange offers.  Such soliciting  dealer fees
are in effect  recaptured for the Funds and by the Sub-Adviser.  At present,  no
other recapture arrangements are in effect.

Under the Fund's Sub-Advisory Agreement and as permitted by Section 28(e) of the
Securities  Exchange Act of 1934, the  Sub-Adviser  may cause the Funds to pay a
broker-dealer which provides brokerage and research services to the Sub-Adviser,
the Funds and/or other accounts for which the Sub-Adviser  exercises  investment
discretion an amount of commission  for effecting a securities  transaction  for
the Funds and in excess of the amount  other  broker-dealers  would have charged
for the transaction if the Sub-Adviser determines in good faith that the greater
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 a
particular  transaction or the  Sub-Adviser's  overall  responsibilities  to the
Funds or to accounts over which they exercise investment discretion.  Not all of
such services are useful or of value in advising the Fund. The Sub-Adviser shall
report to the Board of Trustees of the Trust 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.

Although  commissions  paid on every  transaction  will,  in the judgment of the
Sub-Adviser,  be reasonable  in relation to the value of the brokerage  services
provided,  commissions  exceeding those which another broker might charge may be
paid to  broker-dealers  who were selected to execute  transactions on behalf of
the Fund and the  Adviser's or  SubAdviser's  other clients as part of providing
advice as to the  availability  of  securities  or of  purchasers  or sellers of
securities  and services in effecting  securities  transactions  and  performing
functions incidental thereto, such as clearance and settlement.

Broker-dealers may be willing to furnish statistical, research and other factual
information or services  ("Research") to the  Sub-Adviser  for no  consideration
other than brokerage or  underwriting  commissions.  Securities may be bought or
sold through such broker-dealers,  but at present,  unless otherwise directed by
the Funds,  a commission  higher than one charged  elsewhere will not be paid to
such a firm solely because it provided Research to the Sub-Adviser.

The Adviser's or Sub-Adviser's  investment  management personnel will attempt to
evaluate the quality of Research provided by brokers. Results of this effort are
sometimes used by the Sub-Adviser as a consideration in the 

                                       7


selection of brokers to execute portfolio transactions. However, the Sub-Adviser
would be unable to quantify the amount of commissions which are paid as a result
of such  Research  because a  substantial  number of  transactions  are effected
through  brokers  which  provide  Research  but which are  selected  principally
because of their execution capabilities.

The management fees that the Fund pays to the Sub-Adviser will not be reduced as
a consequence of the Sub-Adviser's  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  Sub-Adviser in serving one or more
of the Funds and other clients and,  conversely,  such services  obtained by the
placement  of  brokerage  business  of  other  clients  would be  useful  to the
Sub-Adviser in carrying out its  obligations to a Fund.  While such services are
not expected to reduce the expenses of the Sub-Adviser,  the Sub-Adviser  would,
through  use of the  services,  avoid the  additional  expenses  which  would be
incurred if it should attempt to develop comparable  information through its 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  Sub-Adviser's  other  clients.
Investment  decisions for the Funds and for the Sub-Adviser's  other clients are
made with a view to achieving their  respective  investment  objectives.  It may
develop  that the same  investment  decision is made for more than one client or
that a particular  security is bought or sold for only one client even though it
might be held by, or bought or sold for, other clients.  Likewise,  a particular
security  may be bought for one or more  clients  when one or more  clients  are
selling that same security.  Some simultaneous  transactions are inevitable when
several clients  receive  investment  advice from the same  investment  adviser,
particularly when the same security is suitable for the investment objectives of
more than one  client.  In  executing  portfolio  transactions  for a Fund,  the
Sub-Adviser 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 its other  clients if, in the  Sub-Adviser's  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 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.  When two or
more Funds or other clients are  simultaneously  engaged in the purchase or sale
of the same security,  the  securities  are allocated  among clients in a manner
believed  to be  equitable  to each.  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 the Funds are concerned.  However, it is believed that the ability of the
Funds to  participate  in volume  transactions  will  generally  produce  better
executions for the Funds.

No portfolio  transactions  are  executed  with the  Adviser,  Sub-Adviser  or a
Shareholder  Servicing Agent, or with any affiliate of the Adviser,  Sub-Adviser
or a Shareholder Servicing Agent, acting either as principal or as broker.


                             PERFORMANCE INFORMATION

Any  current  "yield"  of a class of shares of the 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
of the  shares  of any  class  of the 

                                       8


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.


                        DETERMINATION OF NET ASSET VALUE

The Fund  determines the net asset value of each class once each day as of 12:00
noon,  New York City time during  which the New York Stock  Exchange is open for
trading (a "Fund Business Day"), by dividing the value of a classes', net assets
(i.e.,  the value of its  securities  and  other  assets  less its  liabilities,
including  expenses payable or accrued,  by the number of its shares outstanding
(by  class)  at the time  the  determination  is  made.  (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.) The Sub-Adviser is closed on the following:
Martin  Luther King Junior Day,  Columbus Day and Veterans'  Day.  Purchases and
redemptions  will be  effected at the time of  determination  of net asset value
next following the receipt of any purchase or redemption  order. (See "Purchases
and Redemptions of Shares" in the Prospectus.)

The Fund's  portfolio  securities are valued at their amortized cost.  Amortized
cost  valuation  involves  valuing  an  instrument  at its cost  and  thereafter
accreting  discounts  and  amortizing  premiums at a constant  rate to maturity.
Pursuant to the rules of the  Securities and Exchange  Commission,  the Board of
Trustees has established procedures to stabilize the net asset value of the Fund
at $1.00 per  share.  These  procedures  include  a review of the  extent of any
deviation of net asset value per share,  based on available  market rates,  from
the $1.00  amortized cost price per share.  If fluctuating  interest rates cause
the market  value of the 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 Fund will maintain a dollar-weighted  average portfolio  maturity of 90 days
or less.  The Fund will not purchase any  instrument  with a remaining  maturity
greater than thirteen months.

The Fund has established procedures to ensure that its portfolio securities meet
its  high  quality   criteria.   (See  "Investment   Objectives,   Policies  and
Restrictions -- Investment Policies" above.)

Subject to compliance  with  applicable  regulations,  the Fund has reserved the
right to pay the redemption price of its shares, either totally or partially, by
a distribution in kind of 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).


                                   TAX MATTERS

The  following  is only a  summary  of  certain  additional  tax  considerations
generally  affecting the Fund and its shareholders that are not described in the
Fund's Prospectus.  No attempt is made to present a detailed  explanation of the
tax treatment of the Fund or its  shareholders,  and the discussions here and in
the Fund's Prospectus are not intended as substitutes for careful tax planning.


                                       9


Qualification as a Regulated Investment Company

The  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"). As a
regulated  investment company,  the Fund is not subject to federal income tax on
the portion of its net investment income (i.e., taxable interest,  dividends and
other  taxable  ordinary  income,  net of expenses)  and capital gain net income
(i.e.,  the excess of capital gains over capital  losses) that it distributes to
shareholders,  provided  that it  distributes  at  least  90% of its  investment
company  taxable  income  (i.e.,  net  investment  income  and the excess of net
short-term capital gain over net long-term capital loss) 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.  Distributions  by a the Fund made  during  the
taxable year or, under specified  circumstances,  within twelve months after the
close of the taxable year, will be considered  distributions of income and gains
of the taxable year and can therefore satisfy the Distribution Requirement.

In addition to satisfying the Distribution  Requirement,  a regulated investment
company  must:  (1)  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"); and (2) derive less than 30% of its gross
income (exclusive of certain gains on designated  hedging  transactions that are
offset by realized or unrealized  losses on offsetting  positions) from the sale
or other  disposition  of stock,  securities or foreign  currencies (or options,
futures or forward  contracts  thereon)  held for less than  three  months  (the
"Short-Short  Gain  Test").  For  purposes of these  calculations,  gross income
includes  tax-exempt income.  However,  foreign currency gains,  including those
derived  from  options,   futures  and  forwards,  will  not  in  any  event  be
characterized  as Short-Short Gain if they are directly related to the regulated
investment  company's  investments in stock or securities (or options or futures
thereon).  Because of the Short-Short  Gain Test, the Fund may have to limit the
sale of  appreciated  securities  that it has held for less than  three  months.
However,  the Short-Short  Gain Test will not prevent the Fund from disposing of
investments at a loss,  since the recognition of a loss before the expiration of
the  three-month  holding  period  is  disregarded  for this  purpose.  Interest
(including original issue discount) received by the Fund at maturity or upon the
disposition of a security held for less than three months will not be treated as
gross income derived from the sale or other  disposition of such security within
the meaning of the Short-Short Gain Test.  However,  income that is attributable
to realized market appreciation will be treated as gross income from the sale or
other disposition of securities for this purpose.

In general,  gain or loss  recognized by the Fund on the disposition of an asset
will be a capital gain or loss. However, gain recognized on the disposition of a
debt obligation  (including a municipal  obligation)  purchased by the Fund at a
market discount  (generally,  at a price less than its principal amount) will be
treated as ordinary  income to the extent of the portion of the market  discount
which accrued during the period of time the Fund held the debt obligation.

Further,  the Code also treats as ordinary income, a portion of the capital gain
attributable to a transaction where  substantially all of the return realized is
attributable  to the time value of the Fund's net investment in the  transaction
and: (1) the transaction consists of the acquisition of property by the Fund and
a  contemporaneous  contract  to sell  substantially  identical  property in the
future;  (2) the transaction is a straddle within the meaning of Section 1092 of
the Code;  (3) the  transaction  is one that was marketed or sold to the Fund on
the basis  that it would  have the  economic  characteristics  of a loan but the
interest-like  return would be taxed as capital gain; or (4) the  transaction is
described as a conversion transaction in the Treasury Regulations. The amount of
the gain  recharacterized  generally  will not exceed the amount of the interest
that would have accrued on the net investment for the relevant period at a yield
equal to 120% of the federal long-term,  mid-term, or short-term rate, depending
upon the type of instrument  at issue,  reduced by an amount equal to: (1) prior
inclusions of ordinary income items from the 

                                       10


conversion  transaction;   and  (2)  the  capitalized  interest  on  acquisition
indebtedness under Code Section 263(g).  Built-in losses will be preserved where
the Fund has a built-in  loss with respect to property  that becomes a part of a
conversion  transaction.  No authority  exists that indicates that the converted
character of the income will not be passed to the Fund's shareholders.

In general,  for purposes of determining whether capital gain or loss recognized
by the Fund on the  disposition  of an asset is  long-term  or  short-term,  the
holding period of the asset may be affected if: (1) the asset is used to close a
"short sale"  (which  includes for certain  purposes  the  acquisition  of a put
option) or is substantially identical to another asset so used, (2) the asset is
otherwise  held  by the  Fund  as part of a  "straddle"  (which  term  generally
excludes a  situation  where the asset is stock and the Fund  grants a qualified
covered call option (which,  among other things, must not be  deep-in-the-money)
with  respect  thereto);  or (3) the  asset is  stock  and the  Fund  grants  an
in-the-money  qualified covered call option with respect thereto.  However,  for
purposes of the Short-Short  Gain Test, the holding period of the asset disposed
of may be reduced only in the case of clause (i) above. In addition,  a Fund may
be required to defer the  recognition  of a loss on the  disposition of an asset
held  as  part of a  straddle  to the  extent  of any  unrecognized  gain on the
offsetting position.

Any gain  recognized by the Fund on the lapse of, or any gain or loss recognized
by the Fund from a closing transaction with respect to, an option written by the
Fund will be treated as a short-term  capital gain or loss.  For purposes of the
Short-Short  Gain Test, the holding period of an option written by the Fund will
commence  on the date it is written  and end on the date it lapses or the date a
closing transaction is entered into. Accordingly, the Fund may be limited in its
ability to write  options  which  expire  within  three months and to enter into
closing transactions at a gain within three months of the writing of options.

Treasury  Regulations permit a regulated  investment company, in determining its
investment  company taxable income and net capital gain (i.e., the excess of net
long-term  capital gain over net short-term  capital loss) for any taxable year,
to elect  (unless it has made a taxable year election for excise tax purposes as
discussed  below)  to treat  all or any part of any net  capital  loss,  any net
long-term  capital loss or any net foreign  currency loss incurred after October
31 as if it had been incurred in the succeeding year.

In  addition to  satisfying  the  requirements  described  above,  the 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 the 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.  Generally, an option (call
or put) with  respect  to a  security  is treated as issued by the issuer of the
security not the issuer of the option.

If for any  taxable  year the 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


                                       11


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.

For purposes of the excise tax, a regulated investment company shall: (1) reduce
its capital  gain net income (but not below its net capital  gain) by the amount
of any net ordinary loss for the calendar year; and (2) exclude foreign currency
gains and losses  incurred after October 31 of any year (or after the end of its
taxable year if it has made a taxable year election) in  determining  the amount
of ordinary taxable income for the current calendar year (and, instead,  include
such gains and losses in determining  ordinary taxable income for the succeeding
calendar year).

The 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  the Fund may in  certain  circumstances  be  required  to  liquidate
portfolio  investments  to make  sufficient  distributions  to avoid  excise tax
liability.


Fund Distributions

The Fund anticipates  distributing  substantially all of its investment  company
taxable  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 qualify for the 70%  dividends-received  deduction  for
corporations only to the extent discussed below.

The Fund may either retain or distribute  to  shareholders  its net capital gain
for each  taxable  year.  The 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. The Code provides,  however,  that under certain conditions
only 50% of the capital  gain  recognized  upon a Fund's  disposition  of "small
business" stock will be subject to tax.

Conversely,  if the 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.

Distributions  by the 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 the  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 

                                       12


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 the 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.

The Fund will be  required in certain  cases to  withhold  and remit to the U.S.
Treasury 31% of ordinary income  dividends and capital gain  dividends,  and the
proceeds of redemption of shares,  paid to any  shareholder (1) who has provided
either an incorrect  tax  identification  number or no number at all, (2) who is
subject to backup  withholding  by the IRS for  failure to report the receipt of
interest or dividend  income  properly,  or (3) who has failed to certify to the
Fund that it is not subject to backup withholding or that it is a corporation or
other "exempt recipient."


Sale or Redemption of Shares

The Fund seeks to maintain a stable net asset value of $1.00 per share; however,
there  can be no  assurance  that  the  Fund  will  do  this.  In  such a case 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. For this purpose,  the
special holding period rules of Code Section  246(c)(3) and (4) (discussed above
in connection with the dividends-received  deduction for corporations) generally
will apply in determining the holding period of shares.  Longterm  capital gains
of noncorporate taxpayers are currently taxed at a maximum rate 11.6% lower than
the maximum rate applicable to ordinary  income.  Capital losses in any year are
deductible  only  to  the  extent  of  capital  gains  plus,  in the  case  of a
noncorporate taxpayer, $3,000 of ordinary income.

If a  shareholder  (1) incurs a sales load in  acquiring  shares of a Fund,  (2)
disposes  of such  shares  less than 91 days  after  they are  acquired  and (3)
subsequently acquires shares of the Fund or another fund at a reduced sales load
pursuant  to a right  to  reinvest  at  such  reduced  sales  load  acquired  in
connection  with the  acquisition of the shares disposed of, then the sales load
on the shares  disposed of (to the extent of the  reduction in the sales load on
the shares subsequently acquired) shall not be taken into account in determining
gain or loss on the shares  disposed  of but shall be treated as incurred on the
acquisition of the shares subsequently acquired.


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  the  Fund is
"effectively  connected"  with a U.S.  trade  or  business  carried  on by  such
shareholder.

                                       13


If the income from the Fund is not  effectively  connected  with a U.S. trade or
business carried on by a foreign shareholder,  ordinary income dividends paid to
a foreign shareholder 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,  capital  gain  dividends  and
exempt-interest  dividends and amounts  retained by the Fund that are designated
as undistributed capital gains.

If the  income  from  the 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,  the 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 its
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 the Fund,  including the
applicability of foreign taxes.

Effect of Future Legislation; Local Tax Considerations

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.

Rules of state and local taxation of ordinary income dividends,  exempt-interest
dividends and capital gain dividends from regulated  investment  companies often
differ  from the  rules  for  U.S.  federal  income  taxation  described  above.
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.


                             MANAGEMENT OF THE FUND

                       TRUSTEES AND OFFICERS OF THE TRUST

The Trustees and officers and their principal  occupations for at least the past
five years are set forth below. Their titles may have varied during that period.
Asterisks indicate those Trustees and officers that are "interested persons" (as
defined in the 1940 Act). Unless otherwise  indicated below, the address of each
officer is 125 W. 55th Street, New York, New York 10019.

TRUSTEES

FERGUS REID, III* - Chairman of the Board of Trustees of the Trust.  Chairman of
the Board of  Trustees  of Mutual  Fund  Group;  Trustee of  certain  Portfolios
managed by Chase  (the  "Portfolios").  Chairman  and Chief  Executive  Officer,
Lumelite Corporation,  since September 1985; Trustee, Morgan Stanley Portfolios;
from January 1985 through September 1985,  Director of Corporate Finance,  Noyes
Partners  (investment advisory firm); from 1982 through 1984, Managing Director,
Bernhard Associates (venture capital firm).  Address: 971 West Road, New Canaan,
Connecticut 06840.

                                       14


DR.  RICHARD  E. TEN  HAKEN -  Trustee.  Trustee  of Mutual  Fund  Group and the
Portfolios.  Former District  Superintendent of Schools, Monroe No.2 and Orleans
Counties,  New York;  Chairman  of the  Finance  and the  Audit  and  Accounting
Committees,  Member  of the  Executive  Committee;  Chairman  of the  Board  and
President,  New York State Teachers'  Retirement  System.  Address:  4 Barnfield
Road, Pittsford, New York 14534.

WILLIAM J. ARMSTRONG - Trustee. Trustee of Mutual Fund Group. Vice President and
Treasurer,  Ingersoll- Rand Company.  Address: 49 Aspen Way, Upper Saddle River,
New Jersey 07458.

JOHN R.H.  BLUM - Trustee.  Trustee of Mutual  Fund  Group.  Attorney in Private
Practice;  formerly,  a Partner in the law firm of Richard,  O'Neil & Allegaert;
Commissioner of Agriculture - State of Connecticut, 1992-1995.
Address: 322 Main Street, Lakeville, Connecticut  06039.

JOSEPH J. HARKINS*- Trustee.  Trustee of Mutual Fund Group.  Retired;  formerly,
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 since 1954. Director of Blessings Corporation,  Jefferson
Insurance  Company  of New York,  Monticello  Insurance  Company  and  Nationar.
Address: 257 Plantation Circle South, Ponte Vedra Beach, Florida 32082.

H.  RICHARD  VARTABEDIAN*-  Trustee  and  President  of the Trust.  Trustee  and
President  of  Mutual  Fund  Group;  Chairman  of the Board of  Trustees  of the
Portfolios.  Consultant,  Republic Bank of New York; formerly, Senior Investment
Officer,  Division Executive of the Investment  Management Division of The Chase
Manhattan  Bank,  N.A.,  1980 through 1991.  Address:  P.O. Box 296, Beach Road,
Hendrick's Head, Southport, Maine 04576

STUART  W.  CRAGIN,  JR.*-  Trustee.  Trustee  of  Mutual  Fund  Group  and  the
Portfolios.  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. Address: 108 Valley Road, Cos Cob, Connecticut 06807.

IRVING L. THODE -  Trustee.  Trustee  of Mutual  Fund Group and the  Portfolios.
Retired; 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. Address:
80 Perkins Road, Greenwich, Connecticut 06830.

The Board of Trustees  met seven times during the twelve  months ended  December
31, 1995, and each of the Trustees attended at least 75% of those meetings.

The Board of Trustees of the Trust presently has an Audit Committee. The members
of the Audit Committee are Messrs. Ten Haken (Chairman),  Blum,  Cragin,  Thode,
Armstrong, Harkins*, Reid, and Vartabedian*. 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 year ended October
31, 1995.

* Interested Trustees as defined under the 1940 Act.

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 Adviser 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

                                       15


companies advised by the Adviser.  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.  Effective  August 21,
1995,  each Trustee of the Vista Funds receives a quarterly  retainer of $12,000
and an  additional  per meeting  fee of $1,500.  Prior to August 21,  1995,  the
quarterly  retainer was $9,000 and the per-meeting fee was $1,000.  The Chairman
of the Trustees and the Chairman of the Investment  Committee each receive a 50%
increment over regular Trustee total compensation for serving in such capacities
for all the investment companies advised by the Adviser.

Set forth below is information regarding compensation paid or accrued during the
fiscal year ended August 31, 1995 for each Trustee of the Trust:




                                      Vista                                                                 Vista       Vista
                                      U.S.            Vista            Vista              Vista           New York    California
                                   Government        Global           Tax Fee             Prime           Tax Free     Tax Free
                                      Money           Money            Money              Money             Money       Money
                                     Market          Market           Market             Market            Market       Market
                                      Fund            Fund             Fund               Fund              Fund         Fund
                                                                                                       
Fergus Reid, III, Trustee            $12,789.94    $10,079.61         $4,097.69         $2,974.65         $3,453.60      $531.54
Richard E. Ten Haken, Trustee          8,526.62     6,713.78           2,731.79         1,983.08           2,362.41       354.38
William J. Armstrong, Trustee          8,526.62     6,713.78           2,731.79         1,983.08           2,362.41       354.38
John R.H. Blum, Trustee                8,306.57     6,575.89           2,687.12         1,948.80           2,303.73       347.07
Joseph J. Harkins, Trustee             8,526.62     6,713.78           2,731.79         1,983.08           2,362.41       354.38
H. Richard Vartabedian, Trustee        8,526.62     6,713.78           2,731.79         1,983.08           2,362.41       354.38
Stuart W. Cragin, Jr., Trustee         8,536.29     6,521.36           2,655.31         1,942.65           2,302.01       344.80
Irving L. Thode, Trustee               8,536.29     6,521.36           2,655.31         1,942.65           2,302.01       344.80







                                       Vista               Vista              Vista              Vista            Vista
                                      Federal          Treasury Plus         New York          Tax Free         California
                                       Money               Money         Tax Free Income        Income         Intermediate
                                    Market Fund         Market Fund            Fund              Fund         Tax Free Fund
                                                                                                   
Fergus Reid, III, Trustee              $3,377.47            $489.54          $1,052.32           $971.82         $314.23
Richard E. Ten Haken, Trustee           2,251.63             326.37             701.55            647.85          209.49
William J. Armstrong, Trustee           2,251.63             326.37             701.55            647.85          209.49
John R.H. Blum, Trustee                 2,187.37             323.30             685.48            633.77          204.80
Joseph J. Harkins, Trustee              2,251.63             326.37             701.55            647.85          209.49
H. Richard Vartabedian, Trustee         2,251.63             326.37             701.55            647.85          209.49
Stuart W. Cragin, Jr., Trustee          2,243.38             323.47             683.69            629.99          209.49
Irving L. Thode, Trustee                2,243.38             323.47             683.69            629.99          209.49






(1) Data reflects total compensation earned during the period January 1, 1995 to
December 31, 1995 for service as a Trustee to all thirty-two  (Portfolios) Funds
advised by the Adviser.


                                       16


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 Portfolios, the Adviser,  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 Portfolios"). Each
Eligible  Trustee is entitled to receive from the Covered  Portfolios  an annual
benefit  commencing on the first day of the calendar quarter  coincident with or
following his date of retirement equal to 10% of the highest annual compensation
received from the Covered Portfolios  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  Portfolios.  Such  benefit is payable to each  eligible  Trustee in
monthly installments for the life of the Trustee.

Set forth in the table below are the  estimated  annual  benefits  payable to an
eligible  Trustee upon retirement  assuming  various  compensation  and years of
service classifications. As of December 31, 1995, the estimated credited years
of service for Messrs. Reid, Ten Haken, Armstrong,  Blum, Harkins,  Vartabedian,
Cragin, and Thode are 11, 11, 8, 11, 3, 3 and 3, respectively.

                                       17



               HIGHEST ANNUAL COMPENSATION PAID BY ALL VISTA FUNDS

         40,000            45,000          50,000              55,000

       YEARS OF
        SERVICE              ESTIMATED ANNUAL BENEFIT UPON RETIREMENT

          10         40,000        45,000       50,000      55,000

           9         36,000        40,500       45,000      49,500

           8         32,000        36,000       40,000      44,000

           7         28,000        31,500       35,000      38,500

           6         24,000        27,000       30,000      33,000

           5         20,000        22,500       25,000      27,500



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 Adviser,  Administrator
or Distributor or any of their  affiliates)  may enter into  agreements with the
Funds whereby  payment of the Trustees' fees are deferred until the payment date
elected by the Trustee (or the Trustee's  termination of service).  The deferred
amounts are deemed invested in shares of a Fund on whose Board the Trustee sits,
subject to the Trustee's  election.  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.  The  following  Eligible
Trustees have executed a deferred  compensation  agreement for the 1996 calendar
year: Messrs. Ten Haken, Thode and Vartabedian.

PRINCIPAL EXECUTIVE OFFICERS:

The principal executive officers of the Trust are as follows:

H. Richard Vartabedian - President and Trustee.

Martin R. Dean - Treasurer and Assistant Secretary; Vice President,  BISYS Funds
Group, Inc.

Ann Bergin - Secretary  and Assistant  Treasurer;  Vice  President,  BISYS Funds
Group, Inc.; Secretary, Vista BrokerDealer Services, Inc.

OWNERSHIP  OF SHARES OF THE  PORTFOLIOS.  The  Trustees  and officers as a group
directly or beneficially own less than 1% of each Portfolio.

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 wilful  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 indemnification will not be provided 


                                       18


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 wilful misfeasance, bad faith, gross negligence or reckless disregard
of their duties.

The Fund pays no direct remuneration to any officer of the Trust.

                                     ADVISER

The Adviser  manages the assets of the Fund pursuant to an  Investment  Advisory
Agreement  to  become   effective  prior  to  the  commencement  of  the  Fund's
operations.  Subject to such  policies as the Board of Trustees  may  determine,
Chase  makes  investment  decisions  for the Fund.  Pursuant to the terms of the
Advisory  Agreements,  the Adviser provides the Fund with such investment advice
and supervision as it deems  necessary for the proper  supervision of the Fund's
investments.   The  Adviser   continuously   provides  investment  programs  and
determines  from  time to time  what  securities  shall  be  purchased,  sold or
exchanged  and what portion of the Fund's assets shall be held  uninvested.  The
Adviser furnishes,  at its own expense,  all services,  facilities and personnel
necessary in connection with managing the  investments  and effecting  portfolio
transactions  for the Fund. The other expenses  attributable  to, and payable by
the Fund,  are  described  under  "Expenses"  in the  Prospectus.  The  Advisory
Agreement for the Fund will continue in effect from year to year with respect to
the Fund only if such continuance is specifically  approved at least annually by
the Board of Trustees or by vote of a majority of the Fund's  outstanding voting
securities  and,  in either  case,  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 Fund with greater
opportunities and flexibility in accessing investment expertise.

On August 27, 1995, The Chase Manhattan  Corporation announced its entry into an
Agreement  and Plan of Merger (the "Merger  Agreement")  with  Chemical  Banking
Corporation  ("Chemical"),  a bank holding company,  pursuant to which The Chase
Manhattan  Corporation  will merge with and into Chemical (the "Holding  Company
Merger").  Under  the  terms  of the  Merger  Agreement,  Chemical  will  be the
surviving  corporation  in the  Holding  Company  Merger and will  continue  its
corporate  existence  under  Delaware  law under the name "The  Chase  Manhattan
Corporation"  ("New Chase").  The board of directors of each holding company has
approved the Holding Company  Merger,  which will create the second largest bank
holding  company in the United States based on assets.  The  consummation of the
Holding Company Merger is subject to certain closing conditions. On December 11,
1995,  the  respective  shareholders  of The  Chase  Manhattan  Corporation  and
Chemical voted to approve the Merger  Agreement.  The Holding  Company Merger is
expected to be completed on or about March 31, 1996.

Subsequent to the Holding Company  Merger,  it is expected that the Adviser will
be  merged  with  and  into  Chemical  Bank.  a New York  State  chartered  bank
("Chemical  Bank") (the "Bank  Merger"  and  together  with the Holding  Company
Merger,  the "Mergers").  The surviving bank will continue  operations under the
name The Chase  Manhattan  Bank (as used herein,  the term "Chase" refers to The
Chase Manhattan  Bank,  N.A. and its successor in the Bank Merger,  and the term
"Adviser"  means  Chase  (including  its  successor  in the Bank  Merger) in its
capacity as  investment  adviser to the  Funds).  The  consummation  of the Bank
Merger is  subject to  certain  closing  conditions,  including  the  receipt of
certain regulatory approvals. The Bank Merger is expected to occur in July 1996.

Chemical is a publicly owned bank holding  company  incorporated  under Delaware
law and  registered  under the Federal  Bank  Holding  Company  Act of 1956,  as
amended.  As of December 31, 1995, through its direct or indirect  subsidiaries,
Chemical managed more than $57 billion in assets,  including  approximately $6.9
billion in mutual  fund assets in 11 mutual fund  portfolios.  Chemical  Bank is
wholly-owned subsidiary of Chemical and is a New York State chartered bank.

                                      -19-






Pursuant to the terms of the  Advisory  Agreement,  the Adviser is  permitted to
render services to others.  The Advisory Agreement is terminable without penalty
by the Trust on behalf of the Fund and each Portfolio on not more than 60 days',
nor less than 30 days', written notice when authorized either by a majority vote
of the Fund's  shareholders  or by a vote of a majority of the Board of Trustees
of the  Trust,  or by the  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  Agreement provides that
the Adviser under the 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 Fund,  except for
willful  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 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 the Fund imposed by the securities laws or regulations  thereunder
of any state in which the  shares of the Fund 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 Fund during such fiscal year;  and if such amounts  should exceed
the  monthly  fee,  the  Adviser  shall pay to the 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 the  Adviser  pursuant  to the
Advisory Agreements,  the Fund pays an investment advisory fee computed and paid
monthly  based on a rate equal to .10% with respect to its Fund's  average daily
net assets,  on an  annualized  basis for the Fund's  then-current  fiscal year.
month-to-month basis.

Under an investment advisory agreement between the Trust, on behalf of the Fund,
and Chase, Chase may delegate a portion of its responsibilities to a subadviser.
In addition,  the investment  advisory  agreement provides that Chase may render
services  through its own employees or the  employees of one or more  affiliated
companies that are qualified to act as an investment adviser of the Fund and are
under  the  common  control  of New  Chase  as  long  as all  such  persons  are
functioning  as part of an  organized  group of persons,  managed by  authorized
officers of Chase.

Chase has entered into an investment  sub-advisory agreement with its affiliate,
(Chase Asset Management, Inc. ("CAM Inc") on behalf of the Fund. The Sub-Adviser
is a  wholly-owned  subsidiary  of New  Chase.  With  respect  to the day to day
management of the Fund, under the sub-advisory agreement,  the Sub-Adviser makes
decisions  concerning,  and  places  all  orders  for,  purchases  and  sales of
securities and helps maintain the records  relating to such purchases and sales.
The Sub-Adviser  may, in its discretion,  provide such services  through its 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 Fund.

                                  ADMINISTRATOR

Pursuant to an Administration Agreement (the "Administration Agreement"),  Chase
serves as administrator of the Trust.  Chase and provide certain  administrative
services to the Trust, including, among other responsibilities, coordinating the
negotiation of contracts and fees with,  and the  monitoring of performance  and
billing of, the Trust's  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 Trust
and providing,  at its

                                       20


own expense,  office facilities,  equipment and personnel necessary to carry out
its duties.  The administrator does not have any responsibility or authority for
the management of the Fund, the  determination of investment  policy, or for any
matter pertaining to the distribution of Fund shares.

Under the  administration  agreement  Chase renders  administrative  services to
others. The  administration  agreement will continue in effect from year to year
with respect to the 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 the Fund on 60 days'
written  notice  when  authorized  either  by a  majority  vote  of  the  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 the Administrator on 60 days' written notice,  and
will automatically terminate in the event of its "assignment" (as defined in the
1940 Act).  The  administration  agreements  also provide that neither Chase nor
their  personnel  shall be liable for any error of judgment or mistake of law or
for any act or omission in the  administration or management of the Fund, 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 agreements.

In  addition,  the  administration  agreements  provide  that,  in the event the
operating   expenses   of  the  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 the
Fund imposed by the securities  laws or  regulations  thereunder of any state in
which the shares of the 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 year; 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,  the  Administrator  receives  from  the  Fund  a fee
computed and paid monthly at an annual rate equal to 0.05% of the 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 the Fund on a month-to-month basis.

                                   DISTRIBUTOR

DISTRIBUTION PLAN

The Trust has adopted a plan of distribution on behalf of the Class A shares and
the Premier Shares of the Fund pursuant to Rule 12b-1 under the 1940 Act (each a
"Distribution  Plan") which provides that the Fund shall pay a distribution  fee
(the "Basic  Distribution  Fee"),  including payments to the Distributor,  at an
annual rate not to exceed 0.25% of its Class A Shares (0.10% with respect to the
Premier  Shares)  average  daily  net  assets  for  distribution  services.  The
Distributor may use all or any portion of such Basic 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.

The 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 Distribution  Plan
requires that the Trust shall provide to the Board of Trustees, and the Board of
Trustees  shall  review,  at least 


                                       21


quarterly,  a written report of the amounts expended (and the purposes therefor)
under the  Distribution  Plan. The  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.  The  Distribution  Plan  may be  terminated  at any time by a vote of a
majority of the  Qualified  Trustees or, with respect to the Fund,  by vote of a
majority of the  outstanding  voting  Shares of the Fund (as defined in the 1940
Act). The Distribution Plan may not be amended to increase materially the amount
of permitted  expenses  thereunder  without the approval of Class A shareholders
and may not be materially  amended in any case without a vote of the majority of
both the Trustees and the Qualified  Trustees.  The Fund will preserve copies of
any plan,  agreement  or report  made  pursuant to the  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.

Since the Distribution  Fee is not directly tied to actual expenses,  the amount
of Basic Distribution Fee paid by each of the Shares during any year may be more
or less than actual expenses  incurred  pursuant to the  Distribution  Plan. 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 the Distributor's
compensation  is directly linked to its expenses).  However,  the Shares are not
liable  for  any  distribution   expenses   incurred  in  excess  of  the  Basic
Distribution Fee paid.

DISTRIBUTION AND SUB-ADMINISTRATION AGREEMENT

The Trust has entered into a Distribution and Sub-Administration Agreement dated
August 21, 1995, with the Distributor, pursuant to which the Distributor acts as
the Fund's exclusive underwriter,  provides certain administration  services and
promotes and arranges for the sale of each of the Shares.  The  Distributor is a
wholly-owned  subsidiary of BISYS Fund Services, Inc. The Distribution Agreement
provides that the Distributor  will bear the expenses of printing,  distributing
and filing  prospectuses  and statements of additional  information  and reports
used for sales  purposes,  and of preparing and printing  sales  literature  and
advertisements  not paid for by the Distribution Plan. The Trust pays for all of
the expenses for  qualification of the shares of the Fund for sale in connection
with the public  offering of such shares,  and all legal  expenses in connection
therewith. In addition,  pursuant to the Distribution Agreement, the Distributor
provides certain  sub-administration  services to the Trust, including providing
officers, clerical staff and office space.

The  Distribution  Agreement is currently in effect and will  continue in effect
with respect to the 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 the 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 the 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 the 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 the 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 


                                       22


fee otherwise  payable with respect to the Fund during such fiscal year;  and if
such amounts  should  exceed the monthly fee, the  Distributor  shall pay to the
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  the  Fund.  However,  the
Distributor has voluntarily  agreed to waive a portion of the fees payable to it
under the  Distribution  Agreement with respect to the Fund on a  month-to-month
basis.

           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.
The fees relating to acting as liaison to  shareholders  and providing  personal
services to shareholders will not exceed,  on an annualized basis,  0.25% of the
average  daily net  assets of each of the  Shares  represented  by shares  owned
during the period for which  payment is being made by  investors  with whom such
Shareholder  Servicing Agent maintains a servicing  relationship.  However, each
Shareholder  Servicing  Agent has  voluntarily  agreed to waive a portion of the
fees payable to it under its Servicing  Agreement  with respect to the Fund on a
month-to-month basis.

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.
Pursuant to a Custodian Agreement,  Chase acts as the custodian of the assets of
the Fund for which Chase  receives  compensation  as is from time to time agreed
upon by Chase. For additional  information,  see "Shareholder  Servicing Agents,
Transfer Agent and Custodian" in the Prospectus.

In  certain  circumstances  Shareholder  Servicing  Agents  may be  required  to
register as dealers under state law.

                             INDEPENDENT ACCOUNTANTS

Price  Waterhouse  LLP,  1177 Avenue of the Americas,  New York,  New York 10036
serves as independent accountants of the Fund. Price Waterhouse LLP provides the
Fund  with  audit  services,   tax  return   preparation,   and  assistance  and
consultation  with respect to the preparation of filings with the Securities and
Exchange Commission.

                               GENERAL INFORMATION

              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. The fiscal year-end of the Fund is August 31.

The  Trust  currently  consists  of 12 Funds of shares  of  beneficial  interest
without par value.  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 share held.  Shares of each series or class generally vote  separately,
for example to approve investment advisory agreements or distribution plans, but
shares of all series and classes vote together, to the extent required under the
1940 Act, in the election or selection of Trustees and independent  accountants.


                                       23



With respect to shares purchased  through a Shareholder  Servicing Agent and, in
the  event  written  proxy  instructions  are not  received  by the  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.

Shareholders of the Vista Shares, Premier Shares and Institutional Shares of the
Money Market Funds bear the fees and expenses described herein. 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  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, at any given time, the net yield on the Vista Shares
will be lower than the yield on the Premier Shares and, similarly, the net yield
of the Premier Shares will be lower than the yield on the Institutional  Shares.
Standardized  yield  quotations  will be computed  separately  for each class of
shares of a Fund.

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 that may be redeemed
through expedited or automated procedures established by a Shareholder Servicing
Agent.

The Trust is an entity of the type commonly known as a  "Massachusetts  business
trust".  Under  Massachusetts  law,  shareholders  of such a business trust may,
under  certain  circumstances,  be held  personally  liable as partners  for its
obligations.  However,  the  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 

                                       24


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  of   Ethics   substantially   conforms   to  the
recommendations  made by the Investment  Company Institute ("ICI") (except where
noted) and includes such provisions as:

         o   Prohibitions  on  investment   personnel  acquiring  securities  in
             initial offerings;
         o   A  requirement  that  access  persons  obtain  prior  to  acquiring
             securities  in a private  placement  and that the officer  granting
             such  approval  have no interest  in the issuer  making the private
             placement;
         o   A  restriction  on  access  persons   executing   transactions  for
             securities on a recommended  list until 14 days after  distribution
             of that list;
         o   A  prohibition  on access  persons  acquiring  securities  that are
             pending  execution by one of the Portfolios  until 7 days after the
             transactions of the Portfolios are completed;
         o   A  prohibition  of any  buy or  sell  transaction  in a  particular
             security in a 30-day period,  except as may be permitted in certain
             hardship  cases or exigent  circumstances  where prior  approval is
             obtained.   This   provision   differs   slightly   from   the  ICI
             recommendation;
         o   A requirement for pre-clearance of any buy or sell transaction in a
             particular security after 30 days, but within 60 days;
         o   A requirement  that any gift exceeding  $75.00 from a customer must
             be reported to the appropriate compliance officer;
         o   A requirement  that access persons submit in writing any request to
             serve as a director or trustee of a publicly traded company;
         o   A requirement that all securities  transactions in excess of $1,000
             be  pre-cleared,  except  that if a person has engaged in more than
             $10,000  of  securities  transactions  in a  calendar  quarter  all
             securities of such person  require  pre-clearance  (this de minimus
             exception differs slightly from the ICI recommendations);
         o   A requirement that all access persons direct their broker-dealer to
             submit  duplicate  confirmation  and  customer  statements  to  the
             appropriate compliance unit; and
         o   A  requirement  that  all  access  persons  sign a Code  of  Ethics
             acknowledgment,  affirming  that they have read and  understood the
             Code  and  submit  a  personal   security   holdings   report  upon
             commencement  of  employment  or  status  and a  personal  security
             transaction   report  within  10  days  of  each  calendar  quarter
             thereafter.





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