Exhibit 6(b)
Distribution and Sub-Administration Agreement dated August 21, 1995
DISTRIBUTION AND SUB-ADMINISTRATION AGREEMENT
THIS AGREEMENT made as of the 21st day of August, 1995 by and between
MUTUAL FUND GROUP (the "Trust"), a Massachusetts business trust, and VISTA
BROKER-DEALER SERVICES, 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 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
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(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) 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
and pursuant to 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.
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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 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
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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 of .05%.
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
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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 Premier".
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 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 00xx 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 GROUP
_________________________________ By:_________________________________
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ATTEST: VISTA BROKER-DEALER SERVICES, INC. an
indirect wholly owned subsidiary of THE BISYS
GROUP, INC.
_________________________________ By:_________________________________
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EXHIBIT A
Mutual Fund 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 U.S. Government Income Fund 0.05%
Vista Balanced Fund 0.05
Vista Equity Income Fund 0.05
Vista Growth & Income Fund 0.05
Vista Capital Growth Fund 0.05
Vista International Equity Fund 0.05
Vista Global Fixed Income Fund 0.05
Vista Large Cap Equity Fund 0.05
Vista Bond Fund 0.05
Vista Short-Term Bond Fund 0.05
Vista Small Cap Equity Fund 0.05
Vista European Fund 0.05
Vista Japan Fund 0.05
Vista Southeast Asian Fund 0.05
Vista American Value Fund 0.05
Revised as of ___________________
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