Exhibit - 7
DISTRIBUTION AND SUB-ADMINISTRATION AGREEMENT
THIS AGREEMENT made as of the _______ day of February, 2001 by and between
MUTUAL FUND INVESTMENT TRUST (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:
(A) providing officers, clerical staff and office space to use as the
headquarters of the Trust;
(B) assisting in the preparation, printing, distribution and filing
of proxy statements, prospectuses, statements of additional information and
updates to the Trust's Registration Statement under the Investment Company Act
of 1940;
(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.;
(E) preparing applications for insurance for the Trust and claims
under any insurance policy;
(F) preparing for the signature of the appropriate Trust officer (or
assisting counsel and auditors in the preparation of) all required financial
statements of the Trust, all required annual and semiannual reports to the
Trust's shareholders, semiannual reports to be filed with the Securities and
Exchange Commission, and annual Rule 24f-2 filings with the Securities and
Exchange Commission;
(G) arranging for the preparation of all tax returns required to be
filed by the Trust;
(H) preparing 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);
(I) assisting in preparing agendas and supporting documentation for,
and preparing minutes of, Trustee and shareholder meetings;
(J) maintaining a calendar of the Trust's required regulatory actions
and filings;
(K) 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; and
(L) such other activities as the Trust shall direct.
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 pay the related filing fees therefore and file such
amendments, reports and other documents as may be necessary in order that the
Registration Statement, Prospectus or Statements of Additional Information does
not contain any untrue statements of a material fact or omit to state a material
fact in order to make the statements 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 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.
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: 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.
NINETEENTH: 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 One Chase Xxxxxxxxx Xxxxx, Xxxxx Xxxxx, 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 INVESTMENT TRUST
_________________________________ By:_________________________________
ATTEST: VISTA FUND DISTRIBUTORS, INC. an
indirect wholly owned subsidiary of
THE BISYS GROUP, INC.
_________________________________ By:_________________________________
MUTUAL FUND INVESTMENT TRUST
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 the Funds
payable monthly and computed on the net asset value of the Funds at the end of
each business day at the annual following rates:
Balanced Fund 0.05%
Core Equity Fund 0.05%
Equity Growth Fund 0.05%
Equity Income Fund 0.05%
Income Fund 0.05%
Intermediate Term Bond Fund 0.05%
Money Market Fund 0.05%
Short-Intermediate Term U.S. Government Securities Fund 0.05%
Small Capitalization Fund 0.05%
U.S. Government Securities Fund 0.05%
H&Q IPO & Emerging Company Fund 0.00%
