SHARE PURCHASE AGREEMENT
------------------------
Mutual Fund Select Trust, 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 Intermediate Tax Free Income Fund (par value $.001 per
share), ______ shares of the Vista Select Tax Free Income Fund (par value $.001
per share), ______ shares of the Vista Select New York Tax Free Income Fund (par
value $.001 per share), and ______ shares of the Vista Select New Jerset Tax
Free Income 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 TRUST
Attest:
_________________________ By:___________________________
Name: Name:
Title:
Vista Fund Distributors, Inc.
Attest:
_________________________ By:___________________________
Name: Name:
Title:
