EX-99.B9(d)
FUND ADMINISTRATION AGREEMENT
MAS Funds
AGREEMENT made as of _____________, 1996 by and between MAS
Funds, a Pennsylvania business trust (the "Fund"), and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ &
▇▇▇▇▇▇▇▇, LLP, a limited liability partnership organized under the laws of the
Commonwealth of Pennsylvania (the "Administrator").
W I T N E S S E T H:
WHEREAS, the Fund is registered as an open-end, management
investment company under the Investment Company Act of 1940, as amended (the
"1940 Act"); and
WHEREAS, the Fund wishes to retain the Administrator to
provide administration, fund accounting, dividend disbursing and shareholder
communication services with respect to the Fund and the Administrator is willing
to furnish such services;
NOW, THEREFORE, in consideration of the premises and mutual
covenants herein contained, it is agreed between the parties hereto as follows:
1. Appointment.
(a) The Fund hereby appoints the Administrator to provide
administration, fund accounting, dividend disbursing and shareholder
communication services to each series of the Fund identified on Schedule A
hereto (each a "Portfolio" and, collectively, the "Portfolios"), subject to the
supervision of the Board of Trustees of the Fund (the "Board"), for the period
and on the terms set forth in this Agreement. The Administrator accepts such
appointment and agrees to furnish the services herein set forth in return for
compensation as provided in Paragraph 5 of this Agreement and Schedule B,
hereto. The Fund shall notify the Administrator in writing of each additional
Portfolio established by the Fund. Each new Portfolio shall be subject to the
provisions of this Agreement, except to the extent that the provisions
(including those relating to the compensation and expenses payable by the Fund)
may be modified with respect to such new Portfolio in writing by the Fund and
the Administrator at the time of the addition of the new Portfolio.
(b) The parties hereby agree that the Administrator is
authorized to provide the services to be performed hereunder, directly, or
through the services of one or more third parties (each a "sub-administrator"
and, collectively, "sub-administrators"); provided, however, that, the
Administrator shall be solely responsible for all fees and expenses of such
sub-administrators except as otherwise provided in Paragraph 5 of this Agreement
and, provided further, that the use of a sub-administrator shall in no way
limit the Administrator's contractual rights and obligations hereunder.
References to "the Administrator" hereunder shall be deemed to include any
sub-administrator.
2. Representations and Warranties.
(a) The Administrator represents and warrants to the Fund
that:
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(i) it is a limited partnership duly organized and
existing under the laws of the Commonwealth of Pennsylvania;
(ii) it is duly qualified to carry on its business in
the Commonwealth of Pennsylvania;
(iii) it is empowered under applicable laws and by its
organizational documents to enter into and perform this Agreement;
(iv) it is authorized to enter into and perform this
Agreement;
(v) it has, and will continue to maintain access to
the facilities, personnel and equipment required to fully perform its duties and
obligations hereunder;
(vi) no legal or administrative proceedings have been
instituted or threatened which would impair its ability to perform its duties
and obligations under this Agreement; and
(vii) its entrance into this Agreement will not cause
a material breach of or be in material conflict with any other agreement or
obligation of the Administrator or any law or regulation applicable to it.
(b) The Fund represents and warrants to the Administrator
that:
(i) it is a business trust duly
organized and in good standing under the laws of the Commonwealth
of Pennsylvania;
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(ii) it is empowered under applicable laws and by its
Declaration of Trust and By-Laws ("By-Laws") to enter into and perform this
Agreement;
(iii) all requisite proceedings have been taken to
authorize the Fund to enter into and perform this Agreement;
(iv) it is an investment company currently registered
under the 1940 Act, and its units of beneficial interest ("shares") are
registered under the Securities Act of 1933, as amended (the "1933 Act");
(v) a registration statement under the 1933 Act and
1940 Act on Form N-1A is currently effective and is expected to remain
effective; and all necessary filings under the laws of the states have been made
and are current;
(vi) no legal or administrative proceedings have been
instituted or threatened which would impair its ability to perform its duties
and obligations under this Agreement; and
(vii) its entrance into this Agreement will not cause
a material breach of or be in material conflict with any other agreement or
obligation of the Fund or any law or regulation applicable to it.
3. Delivery of Documents. The Fund has furnished the
Administrator with copies, properly certified or authenticated, of each of the
following in their most current form:
(a) Resolutions of the Fund's Board authorizing the
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appointment of the Administrator to provide administration, fund accounting,
dividend disbursing and shareholder communication services to the Fund and
approving this Agreement;
(b) The Fund's Declaration of Trust;
(c) The Fund's By-Laws;
(d) The Fund's Notification of Registration on Form N-8A
under the 1940 Act, as filed with the Securities and Exchange Commission
("SEC");
(e) The Fund's registration statement on Form N-1A under
the 1933 Act and the 1940 Act, and all pre- and post-effective amendments
thereto, as filed with the SEC (the "Registration Statement"); and
(f) A copy of all custodial agreements with the Fund's
approved domestic and foreign custodians (collectively referred to herein as the
"Custodian");
(g) The Fund's most recent prospectuses and Statement of
Additional Information relating to all Portfolios and all amendments and
supplements thereto (such prospectuses and Statement of Additional Information,
and supplements thereto, as presently in effect and as from time to time
hereafter amended and supplemented, are herein called the "prospectuses"); and
(h) Such other agreements as the Fund may have entered into
from time to time including, without limitation, securities lending agreements,
foreign exchange transaction agreements, options agreements and futures
agreements.
The Fund will furnish the Administrator from time to time with
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copies, properly certified or authenticated, of all amendments of or supplements
to the foregoing.
4. Services provided by the Administrator. The Administrator
shall provide the following services, subject to the control, direction and
supervision of the Board, in compliance with the objectives, policies and
limitations set forth in the Fund's Registration Statement, Declaration of Trust
and By-Laws, and in accordance with all applicable laws and regulations; and all
resolutions and policies adopted by the Board:
(a) Administration. The Administrator shall perform the
administration services described in Schedule C, hereto.
(b) Fund Accounting. The Administrator shall provide the
Fund accounting services described in Schedule D, hereto.
(c) Dividend Disbursing. In connection with its services as
dividend disbursing agent for the Fund, the Administrator shall prepare and mail
checks, place wire transfers or credit income and capital gain payments to
shareholders. The Fund shall advise the Administrator of the declaration of any
dividend or distribution and the record and payable date thereof at least five
(5) days prior to the record date. The Administrator shall, on or before the
payment date of any such dividend or distribution, notify the Fund's Custodian
of the estimated amount required to pay any portion of said dividend or
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distribution payable in cash, and on or before the payment date of such
distribution, the Fund shall instruct its Custodian to make available to the
Administrator sufficient funds for the cash amount to be paid out. If a
shareholder is entitled to receive additional shares by virtue of any such
distribution or dividend, appropriate credits will be made to his account and/or
certificates delivered where requested. A shareholder not electing issuance of
certificates will receive a confirmation from the Administrator indicating the
number of shares credited to his account.
(d) The Administrator shall also:
(i) provide office facilities with respect to the
provision of the services contemplated herein (which may be in the offices of
the Administrator or a corporate affiliate of the Administrator);
(ii) provide the services of individuals to serve as
officers of the Fund who will be designated by the Administrator and elected by
the Board;
(iii) provide or otherwise obtain personnel
sufficient, in the Administrator's sole discretion, for provision of the
services contemplated herein;
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(iv) furnish materials, including telecommunications
equipment, which the Administrator, in its sole discretion, believes are
necessary or desirable for provision of shareholder communication services and
the other services contemplated herein; and
(v) keep records relating to the services provided
hereunder in such form and manner as set forth in this Agreement and the
Schedules hereto, and as the Administrator may otherwise deem appropriate or
advisable, all in accordance with the 1940 Act. To the extent required by
Section 31 of the 1940 Act and the rules thereunder, the Administrator agrees
that all such records prepared or maintained by it relating to the services
provided hereunder are the property of the Fund and will be preserved for the
periods prescribed under Rule 31a-2 under the 1940 Act, maintained at the Fund's
expense, and made available in accordance with such Section and rules. The
Administrator further agrees to surrender promptly to the Fund upon its request
and cease to retain in its records and files those records and documents created
and maintained by the Administrator pursuant to this Agreement.
5. Fees; Expenses; Expense Reimbursement.
(a) As compensation for the services rendered to the Fund
pursuant to Paragraph 4 of this Agreement and Schedules C and D, hereto, the
Fund shall pay the Administrator fees determined as set forth in Schedule B to
this Agreement. Such fees are to be computed daily and paid monthly on the
second business day of the month following provision of the services. Upon any
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termination of this Agreement before the end of any month, the fee for the part
of the month before such termination shall be prorated according to the
proportion which such part bears to the full monthly period and shall be payable
upon the date of termination of this Agreement.
(b) For the purposes of determining any fees calculated as a
function of the Fund's assets, the value of the Fund's assets and net assets
shall be computed as required by its Prospectuses, generally accepted accounting
principles and resolutions of the Board.
(c) The Administrator will from time to time employ or
associate with such person or persons as may be appropriate to assist the
Administrator in the performance of this Agreement. Such persons or persons may
be officers and employees who are employed or designated as officers by both the
Administrator and the Fund. The compensation of such person or persons for such
employment shall be paid by the Administrator and no obligation will be incurred
by or on behalf of the Fund in such respect.
(d) The Administrator will generally bear all of its own
expenses in connection with the performance of its services under this
Agreement. The Fund agrees to promptly reimburse the Administrator for any
equipment and supplies specially ordered by or for the Fund through the
Administrator and for any other expenses not contemplated by this Agreement that
the Administrator may incur on the Fund's behalf at the Fund's request or as
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consented to by the Fund. Such other expenses to be incurred in the operation of
the Fund and to be borne by the Fund, include, but are not limited to: taxes,
interest, brokerage fees and commissions; salaries and fees of officers and
directors who are not officers, directors, shareholders or employees of the
Administrator or its affiliates; SEC and state blue sky registration and
qualification fees, levies, fines and other charges; advisory fees; charges and
expenses of custodians; insurance premiums including fidelity bond premiums;
auditing and legal expenses; costs of maintenance of corporate existence;
expenses of typesetting and printing of prospectuses for regulatory purposes and
for distribution to current shareholders of the Fund (the Fund's distributor to
bear the expense of all other printing, production, and distribution of
Prospectuses, statements of additional information, and marketing materials);
expenses of printing and production costs of shareholders' reports and proxy
statements and materials; costs and expenses of Fund stationery and forms; costs
and expenses of special telephone and data lines and devices; costs associated
with corporate, shareholder and Board meetings; and any extraordinary expenses
and other customary Fund expenses. In addition, the Administrator may utilize
one or more independent pricing services, approved from time to time by the
Board, to obtain securities prices and to act as backup to the primary pricing
services, in connection with determining the net asset values of the Fund, and
the Fund will reimburse the Administrator for the Fund's share of the cost of
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such services based upon the actual usage, or a pro rata estimate of the use, of
the services for the benefit of the Fund.
6. Proprietary and Confidential Information. The Administrator
agrees on behalf of itself, its partners and its employees to treat
confidentially and as proprietary information of the Fund all records and other
information relating to the Fund's prior, present or potential shareholders, and
further agrees not to use such records and information for any purpose other
than performance of its responsibilities and duties hereunder, except after
prior notification to and approval in writing by the Fund, which approval shall
not be unreasonably withheld and may not be withheld where the Administrator may
be exposed to civil or criminal contempt proceedings for failure to comply, when
requested to divulge such information by duly constituted authorities, or when
so requested by the Fund.
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7. Duties, responsibilities and limitation of liability of
Administrator.
(a) In the performance of its duties hereunder, the
Administrator shall be obligated to exercise the due care and diligence of a
mutual fund accounting service agent, dividend disbursing agent, and
administrator, and to act in good faith in performing the services provided for
under this Agreement. In performing its services hereunder, the Administrator
shall be entitled to rely on any oral or written instructions, notices or other
communications which it reasonably believes to be genuine, valid and authorized.
(b) Subject to the foregoing, the Administrator shall not
be liable for any error of judgment or for any loss or expense suffered by the
Fund in connection with the matters included in this Agreement or to which it
relates, except for a loss or expense resulting from willful misfeasance, bad
faith or negligence on its part in the performance of its duties or from
reckless disregard by it of its obligations and duties under this agreement.
8. Term. The Agreement will be effective for a period of 2
years from ___ _________, 1996. Thereafter, unless sooner terminated as provided
herein, the Agreement shall continue in effect from year to year, provided that
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such continuance is specifically approved at least annually by the Fund's Board.
This Agreement is terminable, without penalty, by the Fund's Board or by the
Administrator on not less than ninety (90) days' notice.
9. Force Majeure. The Administrator shall not be responsible
or liable for any failure or delay in performance of its obligations under this
Agreement arising out of or caused, directly or indirectly, by circumstances
beyond its reasonable control, including without limitation, acts of God,
earthquakes, fires, floods, wars, civil or military authority, or governmental
actions, nor shall any such failure or delay give the Fund the right to
terminate this Agreement, unless such failure or delay shall result in the
Fund's inability to comply with the requirements of state and federal law.
10. Notice. Any notice required or permitted hereunder shall
be in writing and shall be deemed to have been given when delivered in person or
by certified mail, return receipt requested, to the parties at the following
address (or such other address as a party may specify by notice to the other):
If to the Fund:
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇.▇. ▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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If to MA&S:
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, LLP
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇.▇. ▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
11. Waiver. The failure of a party to insist upon strict
adherence to any term of this Agreement on any occasion shall not be considered
a waiver nor shall it deprive such party of the right thereafter to insist upon
strict adherence to that term or any term of this Agreement. Any waiver must be
in writing signed by the waiving party.
12. Severability. If any provision of this Agreement is
invalid or unenforceable, the balance of the Agreement shall remain in effect,
and if any provision is inapplicable to any person or circumstance it shall
nevertheless remain applicable to all other persons and circumstances.
13. Successor and Assigns. The covenants and conditions herein
contained shall, subject to the provisions as to assignment, apply to and bind
the successors and assigns of the parties hereto.
14. Governing Law. This Agreement shall be governed by
Pennsylvania law.
15. Amendments. This Agreement may be modified or amended from
time to time by mutual written agreement between the parties. No provision of
this Agreement may be changed, discharged, or terminated orally, but only by an
instrument in writing signed by the party against which enforcement of the
change, discharge or termination is sought.
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IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their officers designated below as of the date
indicated above.
MAS FUNDS
By:____________________________________
Title:_________________________________
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, LLP
By:____________________________________
Title:_________________________________
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SCHEDULE A
LISTING OF PORTFOLIOS SUBJECT TO THIS AGREEMENT
Equity
Select Equity
Value
Small Cap Value
Mid Cap Value
Growth
Mid Cap Growth
Fixed Income
Domestic Fixed Income
Fixed Income II
Special Purpose Fixed Income
High Yield
Limited Duration
Intermediate Duration
Mortgage-Backed Securities
Balanced
International Equity
Emerging Markets
Global Fixed Income
International Fixed Income
Advisory Foreign Fixed Income
Cash Reserves
Municipal
PA Municipal
Multi-Asset-Class
Advisory Mortgage
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SCHEDULE B
FEE SCHEDULE
The Administrator shall be compensated at the annual rate of
.08%, paid monthly, based on the average monthly net assets of all Portfolios
listed on Schedule A.
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SCHEDULE C
GENERAL DESCRIPTION OF FUND ADMINISTRATION SERVICES
I. Financial and Tax Reporting
A. Prepare agreed upon management reports and Board materials
such as unaudited financial statements, distribution
summaries, and deviations of ▇▇▇▇-to-market valuation and the
amortized cost for money market funds.
B. Report Fund performance to outside services as directed
by Fund management.
C. Calculate dividend and capital gain distributions in
accordance with distribution policies detailed in the
Fund's prospectuses. Assist Fund management in making
final determinations of distribution amounts.
D. Estimate and recommend year-end dividend and capital gain
distributions necessary to establish the Fund's status as a
regulated investment company ("RIC") under Section 4982 of the
Internal Revenue Code of 1986, as amended (the "Code")
regarding minimum distribution requirements.
E. Prepare and file Fund's Federal tax return on Form
1120-RIC along with all state and local tax returns
where applicable. Prepare and file Federal Excise Tax
Return (Form 8613).
F. Prepare and file the Fund's semi-annual reports on Form
N-SAR with the SEC.
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G. Prepare and coordinate printing of Fund's semi-annual
and annual reports to shareholders.
H. File copies of every financial report to shareholders
with the SEC under Rule 30b2-1 under the 1940 Act.
I. Notify shareholders as to what portion, if any, of the
distributions made by the Fund during the prior fiscal
year were exempt-interest dividends under Section
852(b)(5)(A) of the Code.
J. Provide Form 1099-MISC to persons other than
corporations (i.e., Trustees) to whom the Fund paid
more than $600 during the year.
K. Prepare and file State Expense Limitation Report(s) (if
applicable).
L. Provide financial information for Fund proxies and
prospectuses (Expense Table).
II. Portfolio Compliance
A. Assist with monitoring each Portfolio's compliance with
investment restrictions (e.g., issuer or industry
diversification, etc.) listed in the current
Prospectuses and Statement of Additional Information.
B. Assist with monitoring each Portfolio's compliance with
the requirements of the Code Section 851 for
qualification as RICs.
C. Assist with monitoring investment manager's compliance
with Board directives such as "Approved Issuers
Listings for Repurchase Agreements," Rule 2a-7
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procedures for money market funds and Rule 12d3-1, Rule 17a-7
and Rule 17e-1 procedures.
D. Mail quarterly requests for "Securities Transaction
Reports" to the Fund's Board, and Officers and "access
persons" under the terms of the Fund's Code of Ethics
and SEC regulations.
III. Registration and Corporate Governance
A. Coordinate the preparation and filing of annual,
financial update post-effective amendments to the Fund's
registration statement on Form N-1A and supplements as needed.
B. Coordinate the preparation and filing of proxy
materials and the administration of shareholder
meetings.
C. Coordinate the preparation and filing of Rule 24f-2
Notices.
D. Coordinate the preparation and filing of all state
registrations of the Fund's securities, including
annual renewals, registering new Portfolios, preparing
and filing sales reports, the filing of copies of the
registration statement and final prospectus and
statement of additional information, and any actions to
increase the amount of securities registered in
individual states.
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IV. General Administration
A. Furnish officers of the Fund, subject to reasonable
Board approval.
B. Prepare Fund or Portfolio expense projections, establish
accruals and review on a periodic basis, including expenses
based on a percentage of the Fund's average daily net assets
(advisory and administrative fees) and expenses based on
actual charges annualized and accrued daily (audit fees,
registration fees, directors' fees, etc.).
C. For new Portfolios, obtain Employer Identification
Number and CUSIP number. Estimate organization
(offering) costs and monitor against actual
disbursements.
D. Coordinate all communications and data collection
pertaining to any regulatory examinations and yearly
audits by independent accountants.
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SCHEDULE D
DESCRIPTION OF FUND ACCOUNTING SERVICES
I. General Description
The Administrator shall provide the following accounting
services to the Fund:
A. Maintenance of the books and records and accounting
controls for the Fund's assets, including records of
all securities transactions;
B. Calculation and transmission of each Portfolio's net
asset value to the NASD source for publication of
prices in accordance with the Prospectuses and to such
other entities as directed by the Fund;
C. Accounting for dividends and interest received and
distributions made by the Fund;
D. Preparation and filing of the Fund's tax returns and
semi-annual reports on Form N-SAR;
E. Production of transaction data, financial reports and
such other periodic and special reports as the Board
may reasonably request;
F. Preparation of financial statements for the semi-annual
and annual reports and other shareholder
communications;
G. Liaison with the Fund's independent auditors;
H. Monitoring and administration of arrangements with the
Fund's custodian and depository banks and
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I. Preparing such daily and monthly reports as are agreed
upon by the Fund's Officers and the Administrator.
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