SHARE PURCHASE AGREEMENT
Mutual Fund Select Group, a Massachusetts business trust (the "Trust"), and
Vista Fund Distributors, Inc., a Delaware corporation ("VFD"), hereby agree as
follows:
1. The Trust hereby offers VFD and VFD hereby purchases ______ shares of
the Vista Select Balanced Fund (par value $.001 per share), ______ shares of the
Vista Select Bond Fund (par value $.001 per share), ______ shares of the Vista
Select Emerging Growth Fund (par value $.001 per share), ______ shares of the
Vista Select Equity Income Fund (par value $.001 per share), ______ shares of
the Vista Select Intermediate Bond Fund (par value $.001 per share), ______
shares of the Vista Select International Equity Fund (par value $.001 per
share), ______ shares of the Vista Select Large Cap Growth Fund (par value $.001
per share), ______ shares of the Vista Select Large Cap Equity Fund (par value
$.001 per share), ______ shares of the Vista Select Short-Term Bond Fund (par
value $.001 per share), and ______ shares of the Vista Select Small Cap Value
Fund (par value $.001 per share), at $_____ per share (the "Shares"). VFD hereby
acknowledges receipt of a purchase confirmation reflecting the purchase of the
Shares, and the Trust hereby acknowledges receipt from VFD of funds in the
amount of $_______ in full payment for the Shares.
2. VFD represents and warrants to the Trust that the Shares are being
acquired for investment purposes and not with a view to the distribution
thereof.
3. VFD agrees that if it or any direct or indirect transferee of the Shares
redeems the Shares prior to the fifth anniversary of the date the Funds begin
their investment activities, VFD will pay to the Trust an amount equal to the
number resulting from multiplying each Fund's total unamortized organizational
expenses by a fraction, the numerator of which is equal to the number of Shares
redeemed by VFD or such transferee and the denominator of which is equal to the
number of shares of each Fund outstanding as of the date of such redemption, as
long as the administrative position of the staff of the Securities and Exchange
Commission requires such reimbursement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the ____ day of _______, 1996.
MUTUAL FUND SELECT GROUP
Attest:
_________________________ By:___________________________
Name: Name:
Title:
Vista Fund Distributors, Inc.
Attest:
_________________________ By:___________________________
Name: Name:
Title:
