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
101 Park Avenue
New York, New York 10178
2. Name of each series or class of funds for which this notice is filed:
Vista U.S. Treasury Income Fund
Vista U.S. Government Securities Fund
Vista Short-Term Bond Fund
Vista Bond Fund
Vista Global Fixed Income Fund
Vista Balanced Fund
IEEE Balanced Fund
Vista Emerging Growth Fund
Vista Large Cap Equity Fund
Vista Equity Income Fund
Vista Small Cap Equity Fund
Vista Growth and Income Fund
Vista Capital Growth Fund
Vista American Value Fund
Vista International Equity Fund
Vista Southeast Asian Fund
Vista Japan Fund
Vista European Fund
3. Investment Company Act File Number: 811-5151
Securities Act File Number: 33-1496
4. Last day of fiscal year for which this notice is filed:
October 31, 1996
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 [ ]
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:
Aggregate sale price of securities sold during the fiscal year:
2,134,408,560
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:
86,625,249
Aggregate sale price of securities sold during the fiscal year:
2,134,408,560
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:
6,061,309
Aggregate sale price of DRIP securities sold during the fiscal year:
168,816,622
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):
2,134,408,560
(ii) Aggregate price of shares issued in connection with dividend
reinvestment plans, (from item 11, if applicable):
+ 168,816,622
(iii) Aggregate price of shares redeemed or repurchased during the fiscal
year (if applicable):
- 2,196,421,149
(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 24f-2 [line (i), plus line(ii), less line
(iii), plus line (iv) (if applicable): 106,804,033
(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 / 3300
(vii) Fee due [line (I) or line (v) multiplied by line (vi)]:
32,364.86
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 ]
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
December 26, 1996
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 December 19, 1996
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December 16, 1996
Mutual Fund Group
101 Park Avenue
New York, NY 10017
Re: Mutual Fund Group
Vista U.S. Treasury Income Fund
Vista U.S. Government Securities Fund
Vista Short-Term Bond Fund
Vista Bond Fund
Vista Global Fixed Income Fund
Vista Balanced Fund
IEEE Balanced Fund
Vista Emerging Growth Fund
Vista Large Cap Equity Fund
Vista Equity Income Fund
Vista Small Cap Equity Fund
Vista Growth and Income Fund
Vista Capital Growth Fund
Vista American Value Fund
Vista International Equity Fund
Vista Southeast Asian Fund
Vista Japan Fund
Vista European Fund
Registration No. 33-1496; ICA No. 811-5151
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Gentlemen:
We have acted as special Massachusetts counsel to Mutual Fund Group
("MFG"), a Massachusetts business trust currently consisting of the above-
referenced eighteen series (the "Funds") in connection with the public
offering of MFG's shares of beneficial interest, par value $.001 per share
(the "Shares"). and on various other 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 Funds sold in
reliance upon Rule 24f-2 during the period ended October 31, 1996 such Shares
having been reduced by the aggregate sales price of the Shares redeemed
during the period ended October 31, 1996.
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 approp-
riate for the purposes of this opinion. For the 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 Registra-
tion Statement, the Shares which the Rule 24f-2 Notices 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,
Peabody & Brown
