U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer:
Mutual Fund Group
125 West 55th Street
New York, New York 10019
2. Name of each series or class of funds for which this notice is filed:
Vista U.S. Government Income Fund
Vista Short-Term Bond Fund
Vista Bond Fund
Vista Global Fixed Income Fund
Vista Balanced Fund
IEEE Balanced Fund
Vista Equity Fund
Vista Equity Income Fund
Vista Small Cap Equity Fund
Vista Growth and Income Fund
Vista Capital Growth Fund
Vista International Equity Fund
3. Investment Company Act File Number: 811-5151
Securities Act File Number: 33-14196
4. Last day of fiscal year for which this notice is filed: October 31, 1995
5. Check box if this notice is being filed more than 180 days after the close
of the issuer s fiscal year for purposes of reporting securities sold after
the close of the fiscal year but before termination of the issuer s 24f-2
declaration:
NOT APPLICABLE [ ]
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6. Date of termination of issuer s declaration under rule 24f-2(a)(1), if
applicable (see instruction A.6):
NOT APPLICABLE
7. Number and amount of securities of the same class or series which had been
registered under the Securities Act of 1933 other than pursuant to rule
24f-2 in a prior fiscal year, but which remained unsold at the beginning of
the fiscal year:
NONE
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
NONE
9. Number and aggregate sale price of securities sold during the fiscal year:
Number of securities sold during the fiscal year: 67,724,484
Aggregate sale price of securities sold during the
fiscal year: 1,963,704,533
10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
Number of securities sold during the fiscal year: 67,724,484
Aggregate sale price of securities sold during the
fiscal year: 1,963,704,533
11.Number and aggregate sale price of securities issued during the
fiscal year in connection with dividend reinvestment plans, if
applicable (see Instruction B.7):
Number of DRIP securities sold during the fiscal year: 3,897,765
Aggregate sale price of DRIP securities sold during the
fiscal year: 71,599,855
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12. Calculation of registration fee:
(I) Aggregate sale price of securities sold during the fiscal
year in reliance on rule 24f-2 (from item 10):
1,963,704,533
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans, (from item 11, if applicable):
+71,599,855
(iii) Aggregate price of shares redeemed or repurchased during
the fiscal year (if applicable):
- 1,779,317,308
(iv) Aggregate price of shares redeemed or repurchased and
previously applied as a reduction to filing fees pursuant to
rule 24e-2 (if applicable):
+ 0
(v) Net aggregate price of securities sold and issued during
the fiscal year in reliance on rule 24e-2 [line (i), plus line
(ii), less line (iii), plus line (iv) (if applicable):
255,987,080
(vi) Multiplier prescribed by Section 6(b) of the Securities Act
of 1933 or other applicable law or regulation (see
Instruction C.6):
x 1/2900
(vii) Fee due [line (I) or line (v) multiplied by line (vi)]:
88,271.41
13.Check box if fees are being remitted to the Commission s lockbox
depository as described in section 3a of the Commission s Rules of Informal
and Other Procedures (17 CFR 202.3a)
[ X ]
Dates of mailings or wire transfers of filing fees to the Commissions
lockbox depository:
November 17, 1995 and November 21, 1995
SIGNATURES
This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the dates indicated.
By (Signature and Title) /S/ Martin R. Dean, Treasurer
Martin R. Dean, Treasurer
Date: November 27, 1995
<PAGE>
Kramer, Levin, Naftalis, Nessen, Kamin & Frankel
9 1 9 T H I R D A V E N U E
NEW YORK, N.Y. 10022 3852
(212) 715 9100
FAX
(212) 715-8000
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WRITER'S DIRECT NUMBER
(212) 715-9100
November 27, 1995
Mutual Fund Group
125 West 55th Street
New York, New York 10019
Re: Mutual Fund Group
Vista U.S. Government Income Fund
Vista Short Term Bond Fund
Vista Bond Fund
Vista Global Fixed Income Fund
Vista Balanced Fund
IEEE Balanced Fund
Vista Equity Fund
Vista Equity Income Fund
Vista Small Cap Equity Fund
Vista Growth and Income Fund
Vista Capital Growth Fund
Vista International Equity Fund
Registration No. 33-14196; ICA No. 811-5151
Gentlemen:
We have acted as counsel to Mutual Fund Group ("MFG"), a Massachusetts
business trust currently consisting of the fifteen series in connection with the
public offering of MFG's shares of beneficial interest, no par value (the
"Shares"), and on various other securities and general matters. We understand
that, pursuant to Rule 24f-2 under the Investment Company Act of 1940, MFG has
registered an indefinite number of Shares under the Securities Act of 1933. We
further understand that, pursuant to the provisions of Rule 24f-2, MFG is filing
with the Securities and Exchange Commission the Notice attached hereto making
definite the registration of Shares of the Vista U.S. Government Income Fund,
Vista Balanced Fund, Vista Equity Income Fund, Vista Bond Fund, Vista Short Term
Bond Fund, Vista Equity Fund, Vista Growth and Income Fund, Vista Capital Growth
Fund, Vista International Equity Fund, Vista Global Fixed Income Fund, IEEE
Balanced Fund and Vista Small Cap Equity Fund (collectively, the "Funds") sold
in reliance upon Rule 24f-2 during the period ended October 31, 1995 such Shares
having been reduced by the aggregate sales price of the Shares redeemed during
the period ended October 31, 1995.
We have reviewed, insofar as they relate or pertain to each of the
Funds, MFG's Registration Statement on Form N-1A filed with the Securities and
Exchange Commission under the Securities Act of 1933 and the Investment Company
Act of 1940, as amended to the date hereof, pursuant to which Shares were sold
(the "Registration Statement"). We have also examined originals or copies
certified or otherwise identified to our satisfaction of such documents, records
and other instruments we have deemed necessary or appropriate for the purposes
of this opinion. For purposes of such examination, we have assumed the
genuineness of all signatures and original documents and the conformity to the
original documents of all copies submitted.
Based upon the foregoing, we are of the opinion that the Shares have been
duly and validly authorized and, assuming that the Shares have been issued and
sold in accordance with MFG's Declaration of Trust and Registration Statement,
the Shares which the Rule 24f-2 Notice attached hereto makes definite in number
were legally issued, fully paid and non-assessable.
We consent to the filing of this opinion with the Rule 24f-2 Notice
attached hereto.
Very truly yours,
/S/Kramer, Levin, Naftalis, Nessen, Kamin & Frankel
