ADMINISTRATION AGREEMENT
THIS AGREEMENT made this __th day of _________, 1996, by and between
MUTUAL FUND SELECT GROUP (the "Trust"), a Massachusetts business trust and THE
CHASE MANHATTAN BANK (the "Administrator").
WITNESSETH:
In consideration of the mutual covenants herein contained and other
good and valuable consideration, the receipt of which is hereby acknowledged,
the parties hereto agree as follows:
FIRST: The Trust on behalf of each of its series and any new series
to be created hereby authorizes the Administrator to provide administrative
services to the Trust in accordance with the terms and conditions of this
Agreement. The Administrator's services shall be subject to the direction and
control of the Board of Trustees of the Trust and shall be performed under the
direction of the appropriate Trust officers. The Administrator's functions shall
be entirely ministerial in nature, and it shall not have any responsibility or
authority for the management of the Trust, the determination of its policies, or
for any matter pertaining to the distribution of securities issued by the Trust.
SECOND: The Administrator shall provide certain
administration services including:
(A) arranging for the maintenance of the Trust's books and records
except for: accounting books and records, sales literature and other documents
relating to the sale of securities
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issued by the Trust (other than copies of such documents preserved as a record
of presentations to the Board of Trustees or Trust officers), and records
pertaining to the ownership of securities issued by the Trust;
(B) preparing applications for insurance for the Trust
and claims under any insurance policy;
(C) preparing for the signature of the appropriate Trust officer (or
assist counsel and auditors in the preparation of) all required Trust tax
returns, proxy statements, semiannual reports to the Trust's shareholders,
semiannual reports to be filed with the Securities and Exchange Commission, and
updates to the Trust's Registration Statement under the Investment Company Act
of 1940 (the "Act");
(D) arranging for the printing and mailing (at the Trust's
expense) of proxy statements and other reports or other materials provided to
the Trust's shareholders;
(E) preparing (beginning January 1, 1997) applications and reports
which may be necessary to maintain on behalf of the Trust any registration of
the Trust and/or the shares of any series of the Trust under the securities or
"Blue Sky" laws of any state, province, or foreign country (the Trust shall pay
for any filing or legal fees in connection with such filings);
(F) preparing agendas and supporting documentation
for, and minutes of, Trustee and shareholder meetings;
(G) arranging for the computation of performance data
including net asset value and yield;
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(H) arranging for the publication of current price
information in newspapers and publications;
(I) responding to all inquires or other communications from
shareholders of the Trust and other parties or, if the inquiry is more properly
responded to by the Trust's transfer agent or distributor, referring the
individual making the inquiry to the appropriate person;
(J) reviewing from time to time the portfolios of each series of
the Trust and transactions with brokers and dealers for compliance with
applicable law and Trust policy;
(K) coordinating all relationships between the Trust and its
contractors, including coordinating the negotiation of agreements, the review of
performance of agreements, and the exchange of information, provided that
coordination with the distributor shall be limited to the exchange of
information necessary for the administration of the Trust and the reporting of
that information to the Board of Trustees and Trust officers.
THIRD: Any activities performed by the Administrator under this
Agreement shall at all times conform to, and be in accordance with, any
requirements imposed by: (1) the provisions of the Act and of any rules or
regulations in force thereunder; (2) any other applicable provision of law; (3)
the provisions of the Agreement and Declaration of Trust and By-Laws of the
Trust as amended from time to time; (4) any policies and determinations of the
Board of Trustees of the Trust; and (5) the fundamental policies of each series
of the Trust, as reflected in the then current Registration Statement of the
Trust. As used in this
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Agreement, the term "Registration Statement" shall mean the Registration
Statement most recently filed by the Trust with the Securities and Exchange
Commission and effective under the Securities Act of 1933, as amended, as such
Registration Statement is amended at such time, and the term "Prospectus" and
"Statement of Additional Information" shall mean for the purposes of this
Agreement the form of the then current prospectus and statement of additional
information for each series of the Trust.
FOURTH: Nothing in this Agreement shall prevent the Administrator or
any officer thereof from acting as administrator for any other person, firm or
corporation and shall not in any way limit or restrict the Administrator or any
of its directors, officers, employees or affiliates from buying, selling or
trading any securities for its own or their own accounts or for the accounts of
others for whom it or they may be acting, provided, however, that the
Administrator expressly represents that it will undertake no activities which,
in its judgment, will adversely affect the performance of its obligations to the
Trust under the Agreement.
FIFTH: The Administrator shall, at its own expense, provide office
space and facilities, equipment and personnel for the performance of its
functions hereunder.
SIXTH: The Trust shall pay the Administrator, as full compensation
for all services rendered hereunder, an annual fee on behalf of each series
payable monthly and computed on the net asset value of the series at the end of
each business day at the annual rates set forth in Exhibit A hereto.
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SEVENTH: In the event the operating expenses of any series of the
Trust, including all investment advisory, administration and sub-administrator
fees, but excluding brokerage commissions and fees, taxes, interest and
extraordinary expenses such as litigation, for any fiscal year ending on a date
on which this Agreement is in effect exceed the most restrictive expense
limitation applicable to the series imposed by the securities laws or
regulations thereunder of any state in which the shares of the series are
qualified for sale, as such limitations may be raised or lowered from time to
time, the Administrator shall reduce its administration fee to the extent of its
share of such excess expenses. The amount of any such reduction to be borne by
the Administrator shall be deducted from the monthly administration fee
otherwise payable to the Administrator during such fiscal year; and if such
amounts should exceed the monthly fee, the Administrator shall pay to such
series its share of such excess expenses no later than the last day of the first
month of the next succeeding fiscal year. For the purposes of this paragraph,
the term "fiscal year" shall exclude the portion of the current fiscal year
which shall have elapsed prior to the date hereof and shall include the portion
of the then current fiscal year which shall have elapsed at the date of
termination of this Agreement.
EIGHTH:
(A) This Agreement shall go into effect at the close of the business
on the date hereof, and, unless terminated as hereinafter provided, shall
continue in effect for two years
505339\0007\02350\969PEMNL.AGR 09/30/96 2:11PM
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thereafter and from year to year thereafter, but only so long as such
continuance is specifically approved at least annually by the Trust's Board of
Trustees, including the vote of a majority of the Trustees who are not parties
to this Agreement or "interested persons" (as defined in the Act) of any such
party cast in person at a meeting called for the purpose of voting on such
approval, or by the vote of the holders of a "majority" (as so defined) of the
outstanding voting securities of the applicable series and by such vote of the
Trustees.
(B) This Agreement may be terminated by the Administrator at any
time without penalty upon giving the Board of Trustees of the Trust sixty (60)
days' written notice (which notice may be waived by the Trust) and may be
terminated by the Board of Trustees of the Trust at any time without penalty
upon giving the Administrator sixty (60) days' written notice (which notice may
be waived by the Administrator), provided that such termination by the Board of
Trustees of the Trust shall be directed or approved by the vote of a majority of
all of its Trustees in office at the time, including a majority of the Trustees
who are not interested persons (as defined in the Act) of the Trust, or by the
vote of the holders of a majority (as defined in the Act) of the voting
securities of each series of the Trust at the time outstanding and entitled to
vote. This Agreement shall automatically terminate in the event of its
assignment, the term "assignment" for this purpose having the meaning defined in
Section 2(a)(4) of the Act.
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NINTH: In the absence of willful misfeasance, bad faith, gross
negligence or reckless disregard of obligations or duties hereunder on the part
of the Administrator or any of its officers, directors or employees, the Trust
shall indemnify the Administrator against any and all claims, demands and
liabilities and expenses (including reasonable attorney's fees) which the
Administrator may incur based on any omission in the course of, or connected
with, rendering services hereunder.
TENTH: The Trust hereby reserves the right to use the name "Vista"
as part of its name. In the event this Agreement is terminated, the Trust shall
be entitled to continue to use that name and to grant to other investment
companies, administrators, investment advisers or broker-dealers the right to
use that name in connection with the business of operating or providing services
to management investment companies as defined in the Act.
ELEVENTH: A copy of the Agreement and Declaration of Trust of the
Trust is on file with the Secretary of the Commonwealth of Massachusetts, and
notice is hereby given that this instrument is executed on behalf of the
Trustees of the Trust as Trustees and not individually, and that the obligations
of this instrument are not binding upon any of the Trustees or shareholders
individually but are binding only upon the assets and property of the Trust.
TWELFTH: Any notice under this Agreement shall be in writing,
addressed and delivered, or mailed, postage paid, to the other party at such
address as such other party may designate for
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the receipt of such notices. Until further notice to the other party, it is
agreed that the address of the Trust shall be 000 Xxxx Xxxxxx, Xxx Xxxx, XX
00000, and the address of the Administrator shall be 0 Xxxxx Xxxxxx, Xxxxxxxxx,
XX 00000.
IN WITNESS WHEREOF, the parties hereto have caused the Agreement to
be executed by their duly authorized officers as of the day and year first above
written.
ATTEST: MUTUAL FUND SELECT GROUP
____________________ By:___________________________
ATTEST: THE CHASE MANHATTAN BANK
____________________ By:___________________________
