DISTRIBUTION AND SUB-ADMINISTRATION AGREEMENT
THIS AGREEMENT made as of the __th day of _________, 1996 by and
between MUTUAL FUND SELECT GROUP (the "Trust"), a Massachusetts business trust,
and VISTA FUND DISTRIBUTORS, INC. (the "Distributor"), an indirect wholly owned
subsidiary of THE BISYS GROUP, INC., a Delaware corporation.
W I T N E S S E T H:
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 appoints the Distributor as its sub-administrator and as
its exclusive underwriter to provide certain administration services and to
promote and arrange for the sale of shares of beneficial interest of each series
of the Trust in jurisdictions wherein shares may legally be offered for sale.
The Trust shall notify the Distributor in writing of all states in which its
shares are qualified for offer and sale, including any limitations with respect
to offers or sales in such states. In addition, the Distributor shall receive
payment for certain distribution expenses if and to the extent provided for
pursuant to Rule 12b-1 distribution plans ("12b-1 Plans") adopted by the Trust.
The Trust agrees to sell and deliver its unissued shares of each
series, as from time to time shall be effectively registered under the
Securities Act of 1933 (the "1933 Act"), upon the terms hereinafter set forth.
SECOND: The Trust hereby authorizes the Distributor, subject to law
and the Declaration of Trust of the Trust (the "Declaration of Trust"), to
accept, for the account of each series of the Trust, orders for the purchase of
shares, satisfactory to the Distributor, as of the time of receipt of such
orders or as otherwise described in the then current Prospectuses and Statements
of Additional Information of the Trust.
THIRD: The price at which the shares may be sold (the "offering
price") shall be the net asset value per share plus any sales charge that may be
imposed on any class of shares. For the purpose of computing the offering price,
the net asset value per share and the sales charge, if any, shall be determined
in the manner provided in the Registration Statement of the Trust, as amended
from time to time.
FOURTH: The Distributor shall use its best efforts with reasonable
promptness to promote and sell shares of each of the series of the Trust. The
Distributor, with the consent of the Trust, may enter into agreements with
selected broker-dealers ("Selected Dealers") for the purpose of sale and
redemption of shares of each of the series of the Trust upon terms consistent
with those found in this Agreement. The Distributor shall not be obligated to
sell any certain number of shares of beneficial interest. Each series of the
Trust reserves the right to issue shares in connection with any merger or
consolidation of the Trust or any series with any other investment company or
any personal holding company or in connection with offers of exchange exempted
from Section 11(a) of the Investment Company Act of 1940 (the "Act").
FIFTH: All sales literature and advertisements used by the
Distributor in connection with sales of shares of any series of the Trust shall
be subject to the approval of the Trust. The Trust authorizes the Distributor in
connection with the sale or arranging for the sale of the shares to give only
such information and to make only such statements or representations as are
contained in the then current Prospectuses and Statements of Additional
Information of the Trust or in sales literature or advertisements approved for
any series by the Trust or in such financial statements and reports as are
furnished to the Distributor pursuant to this Agreement. The Trust shall not be
responsible in any way for any information, statements or representations given
or made by the Distributor or its representative or agents other than such
information, statements or representations contained in the then current
Prospectuses and Statement of Additional Information or other financial
statements of the Trust or any sales literature or advertisements approved by
the Trust.
SIXTH: The Distributor as agent of the Trust, and any Selected
Dealer entering into a Selected Dealer Agreement with the Distributor are
authorized, subject to the direction of the Trust, to accept shares of the
series of the Trust for redemption at their net asset value less any applicable
deferred sales charge, determined as prescribed in the then current Prospectuses
and Statement of Additional Information of the Trust.
SEVENTH: The Trust shall cause to be delivered to the Distributor
all books, records, and other documents and papers relating to the federal and
state registration of Trust shares, as well as all books, records and other
documents and papers relating in any way to the sub-administration of the Trust
or the distribution of Trust shares.
EIGHTH: The Trust shall bear:
(A) The costs and expenses incurred in connection with the
registration of the shares of each series of the Trust under the 1933 Act
(including any amendment to any Registration Statement or Prospectuses or
Statements of Additional Information), and all expenses in connection with
preparing, printing and distributing the Prospectuses or Statements of
Additional Information except as set forth in Paragraph NINTH hereof;
(B) the expenses of qualification of the shares of each series
of the Trust for sale in connection with such public offerings in such states as
shall be selected by the Distributor and of continuing the qualification therein
until the Distributor notifies the Trust that it does not wish such
qualification continued; and
(C) all legal expenses in connection with the foregoing.
NINTH: The Distributor shall provide certain sub-administration and
distribution services including:
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(A) providing officers, clerical staff and office space to
use as the headquarters of the Trust;
(B) arranging for the printing, distribution and filing of
prospectuses and statements of additional information;
(C) preparing, filing and maintaining all Trust registrations
with the securities regulatory agencies of all states and other jurisdictions in
which the Trust shares are sold;
(D) making all required filings of advertising and promotional
materials with the National Association of Securities Dealers, Inc.; and
(E) bearing the expenses of:
(i) the printing, distribution and filing of prospectuses and
statements of additional information after such have been typeset (other than
those prospectuses and statements of additional information required by
applicable laws and regulations to be distributed to the existing shareholders
of the Trust, unless paid for by any 12b-1 Plan adopted by the Trust);
(ii) any promotional or sales literature which are used by the
Distributor or furnished by the Distributor to purchasers or dealers in
connection with the Distributor's activities pursuant to this Agreement (unless
paid for by any 12b-1 Plan adopted by the Trust);
(iii) any advertising used by the Distributor in connection with
such public offering (unless paid for by any 12b-1 Plan adopted by the Trust);
and
(iv) all legal expenses in connection with the foregoing.
TENTH: The Distributor will accept orders for shares of a series of
the Trust only to the extent of purchase orders actually received and not in
excess of such orders, and it will not avail itself of any opportunity of making
a profit by expediting or withholding orders.
ELEVENTH: The Trust shall keep the Distributor fully informed with
regard to its affairs and shall furnish the Distributor with a certified copy of
all financial statements and any amendments to its Registration Statement under
the 1933 Act.
TWELFTH: The Trust shall register, from time to time as necessary,
additional shares with the Securities and Exchange Commission, state and other
regulatory bodies and to pay the related filing fees therefor and to file such
amendments, reports and other documents as may be necessary in order that there
may be no untrue statement of a material fact in the Registration Statement,
Prospectus or Statements of Additional Information necessary in order that there
may be no omission to state a material fact therein, in light of the
circumstances under which they were made, not misleading. As used in this
Agreement, the term "Registration Statement" shall mean the Registration
Statement most
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recently filed by the Trust with the Securities and Exchange Commission and
effective under the 1933 Act, 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
prospectuses and statements of additional information for each series authorized
by the Trust for use by the Distributor and by dealers.
THIRTEENTH:
(A) The Trust and the Distributor shall each comply with all
applicable provisions of the Act, the 1933 Act and the rules and regulations of
the National Association of Securities Dealers, Inc. and of all other Federal
and state laws, rules and regulations governing the issuance and sale of shares
of the series of Trust.
(B) The Distributor shall not be liable for any error of
judgment or mistake of law or for any loss suffered by the Trust in connection
with the matters to which this Agreement relates, except a loss resulting from
willful misfeasance, bad faith or gross negligence on the Distributor's part in
the performance of its duties or from reckless disregard by it of its
obligations and duties under this Agreement.
(C) In the absence of willful misfeasance, bad faith, gross
negligence or reckless disregard of obligations or duties hereunder on the part
of the Distributor or any of its officers, directors or employees, the Trust
agrees to indemnify the Distributor and any controlling person of the
Distributor against any and all claims, demands, liabilities and expenses
(including reasonable attorney's fees) which the Distributor may incur (i) based
on any act or omission the course of, or connected with, rendering services
hereunder, (ii) based on any representations made herein by the Trust; (iii)
based on any act or omission of any prior Distributor (in its capacity as
Distributor or Sub-Administrator), Administrator or Adviser to the Trust,
including the registration or failure to register any shares of the Trust in
accordance with state or federal laws or resulting from or relating to any books
or records delivered to the Distributor in connection with its responsibilities
under this Agreement and occurring prior to the date of this Agreement; and (iv)
under the 1933 Act, or common law or otherwise, arising out of or based upon any
alleged untrue statement of a material fact contained in any Registration
Statement, Statements of Additional Information or Prospectuses of the Trust, or
any omission to state a material fact therein, the omission of which makes any
statement contained therein misleading, unless such statement or omission was
made in reliance upon, and in conformity with written information furnished to
the Trust in connection therewith by or on behalf of the Distributor.
(D) The Distributor shall indemnify the Trust against any and
all claims, demands, liabilities and expenses which the Trust may incur under
the 1933 Act, or common law or otherwise, arising out of or based upon any
alleged untrue statement of material fact contained in any Registration
Statement, Statements of Additional Information or Prospectuses of the Trust, or
any omission to state a material fact therein if such statement or omission was
made in reliance upon, and in conformity with, written information furnished to
the Trust in connection therewith by the Distributor.
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FOURTEENTH: Nothing herein contained shall require the Trust to
take any action contrary to any provision of its Declaration of Trust or to any
applicable statute or regulation.
FIFTEENTH: The Trust shall pay the Distributor, as full compensation
for the sub-administration services rendered hereunder, an annual fee on behalf
of each series payable monthly and computed on the net asset value of the series
the end of each business day at the annual rate set forth in Exhibit A, as the
same may be amended from time to time.
It is understood that the fees payable by one series under
this Agreement shall be payable only from the assets relating to that series,
and that no series shall be liable for the payment of any fees relating to
another series.
SIXTEENTH:
(A) This Agreement shall go into effect at the close of business
on the date hereof, and, unless terminated as hereinafter provided, shall
continue in effect for six months 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 Distributor 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 Distributor sixty (60) days' written notice (which may be waived
by the Distributor), 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.
SEVENTEENTH: The Distributor may at any time or times in its
discretion and at its own expense appoint (and may at any time remove) an agent
or agents to carry out such of the provisions of Article EIGHTH herein as the
Distributor may from time to time direct; provided, however, that the
appointment of any agent shall not relieve the Distributor of its
responsibilities or liabilities hereunder.
EIGHTEENTH: In the event this Agreement is terminated, the
Distributor agrees to delete the word "Vista" from its name and to discontinue
any other use of the words "Vista" and "Vista Select". The adviser to the Trust,
and certain of its affiliates, are entitled to use such names and to grant to
other investment companies, administrators, investment
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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.
NINETEENTH: A copy of the Declaration of 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, and all persons dealing with any
class of shares of the Trust must look solely to the Trust property belonging to
such class for the enforcement of any claims against the Trust.
TWENTIETH: 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 the receipt of such notices. Until
further notice to the other party, it is agreed that the address of the Trust
and the Distributor shall be 000 Xxxx Xxxxxx, Xxx Xxxx, XX 00000.
IN WITNESS WHEREOF, the parties have caused this 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: VISTA FUND DISTRIBUTORS, INC. an
indirect wholly owned subsidiary of THE
BISYS GROUP, INC.
_________________________________ By:_________________________________
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EXHIBIT A
Mutual Fund Select Group
Schedule of
Distribution and
Sub-Administration Fees
The Trust shall pay the Distributor/Sub-Administrator, as full
compensation for all services rendered, an annual fee on behalf of each Fund
payable monthly and computed on the net asset value of the Fund at the end of
each business day at the annual following rates:
Fund Fee%
---- -----
Vista Select Balanced Fund 0.05%
Vista Select Bond Fund 0.05
Vista Select Emerging Growth Fund 0.05
Vista Select Equity Income Fund 0.05
Vista Select Intermediate Bond Fund 0.05
Vista Select International Equity Fund 0.05
Vista Select Large Cap Equity Fund 0.05
Vista Select Large Cap Growth Fund 0.05
Vista Select Short Term Bond Fund 0.05
Vista Select Small Cap Value Fund 0.05
Agreed and Approved:
Vista Fund Distributors, Inc. Mutual Fund Select Group
By:__________________________ By:_____________________________
Name: Name:
Title: Title:
