MAS FUNDS
MAS CLASS
SHAREHOLDER SERVICE AGREEMENT
MAS Funds (the "Fund") is an open-end investment company registered
under the Investment Company Act of 1940, as amended, and currently consisting
of a number of separately managed portfolios (the "Portfolios"). The Fund
desires to retain MAS Fund Distribution, Inc. (the "Distributor"), a
Pennsylvania corporation, to compensate Service Providers who provide the
services described herein to their clients (the "Clients") who may from time to
time beneficially own MAS Class shares (the "Shares") of the Portfolios
identified at Schedule A of this Agreement. The Distributor is willing to
compensate the Service Providers for providing such shareholder services in
accordance with the terms and conditions of this Agreement.
Section 1. The Distributor will enter into written agreements in the form
approved by the Fund's Board of Trustees with Service Providers pursuant to
which the Service Providers will provide the following shareholder services to
Clients who may from time to time beneficially own Shares:
(i) maintaining accounts relating to Clients that invest in
Shares;
(ii) providing information periodically to Clients showing
their positions in Shares;
(iii) arranging for bank wires;
(iv) responding to Client inquiries relating to the services
performed by the Service Provider;
(v) responding to inquiries from Clients concerning their
investments in Shares;
(vi) if required by law, forwarding shareholder communications
from the Fund (such as proxies, shareholder reports, annual
and semi-annual financial statements and dividend,
distribution and tax notices) to Clients;
(vii) assisting in processing purchase, exchange and
redemption requests from Clients and in placing such orders
with the Fund or its service providers;
(viii) assisting Clients in changing dividend options, account
designations, and addresses; and
(ix) providing such other similar services as the Fund may,
through the Distributor, reasonably request to the extent that
the Service Provider is permitted to do so under applicable
laws or regulations.
Section 2. The Distributor will provide all office space and equipment,
telephone facilities and personnel (which may be part of the space, equipment
and facilities currently used in the Distributor's business, or any personnel
employed by the Distributor) as may be reasonably necessary or beneficial in
order to fulfill its responsibilities under this Agreement.
Section 3. Neither the Distributor nor any of its officers, employees, or agents
is authorized to make any representations concerning the Fund or the Shares
except those contained in the Fund's then-current prospectus or Statement of
Additional Information for the Shares, copies of which will be supplied to the
Distributor, or in such supplemental literature or advertising as may be
authorized in writing.
Section 4. For purposes of this Agreement, the Distributor will be deemed to be
an independent contractor, and will have no authority to act as agent for the
Fund in any matter or in any respect. By its written acceptance of this
Agreement, the Distributor agrees to and does release, indemnify, and hold the
Fund harmless from and against any and all direct or indirect liabilities or
losses resulting from requests, directions, actions, or inactions of or by the
Distributor or its officers, employees, or agents regarding the Distributor's
responsibilities under this Agreement, the provision of the aforementioned
services to Clients by the Service Providers, or the purchase, redemption,
transfer, or registration of Shares (or orders relating to the same) by or on
behalf of Clients. The Distributor and its officers and employees will, upon
request, be available during normal business hours to consult with
representatives of the Fund or its designees concerning the performance of the
Distributor's responsibilities under this Agreement.
Section 5. In consideration of the services and facilities to be provided by the
Service Providers, each Portfolio will pay to the Distributor, and the
Distributor will pay to the Service Providers, a fee at the annual rate set
forth in Schedule A of this Agreement, which will be a percentage of the average
daily net asset value of the Shares of such Portfolio beneficially owned by the
Clients with whom the Service Provider has a servicing relationship (the
"Clients' Shares"), which fee will be computed daily and paid monthly. For
purposes of determining the fees payable under this Section 5, the average daily
net asset value of the Clients' Shares will be computed in the manner specified
in the Fund's Registration Statement (as the same is in effect from time to
time) in connection with the computation of the net asset value of Shares for
purposes of purchases and redemptions. The fee relating to any Portfolio set
forth in Schedule A may be prospectively increased or decreased by the Fund, in
its sole discretion, at any time upon notice to the Distributor. When it
receives such notice, the Distributor will notify the Service Providers of any
increase or decrease. Further, the Fund may, in its discretion and without
notice, suspend or withdraw the sale of Shares of any Portfolio, including the
sale of Shares to any Service Provider for the account of any Client or Clients.
Section 6. The Fund may enter into other similar servicing agreements with any
other person or persons without the Distributor's consent.
Section 7. By its written acceptance of this Agreement, the Distributor
represents, warrants, and agrees that the services provided by the Distributor
under this Agreement will in no event be primarily intended to result in the
sale of Shares.
Section 8. This Agreement will become effective on the date a fully executed
copy of this Agreement is received by the Fund or its designee and shall
continue until terminated by either party. This Agreement is terminable with
respect to the Shares of any Portfolio, without penalty, at any time by the Fund
or by the Distributor upon written notice to the Fund.
Section 9. All notices and other communications to either the Fund or to the
Distributor will be duly given if mailed, telegraphed, telefaxed, or transmitted
by similar communications device to the appropriate address stated herein, or to
such other address as either party shall so provide the other.
Section 10. This Agreement will be construed in accordance with the laws of the
Commonwealth of Pennsylvania and may not be "assigned" by either party thereto
as that term is defined in the Investment Company Act of 1940.
Section 11. References to the "MAS Funds," the "Fund," and the "Trustees" of the
Fund refer respectively to the Trust created and the Trustees as trustees, but
not individually or personally, acting from time to time under the Amended and
Restated Declaration of Trust of the Fund dated November 18, 1993, a copy of
which is on file with the Department of State of the Commonwealth of
Pennsylvania and at the Fund's principal office. The obligations of the MAS
Funds entered into in the name or on behalf thereof by any of the Trustees,
officers, representatives, or agents are made not individually, but in such
capacities, and are not binding upon any of the Trustees, shareholders,
officers, representatives, or agents of the Fund personally.
By their signatures, the Fund and the Distributor agree to the terms of this
Agreement.
MAS Funds
By: Date:
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MAS Fund Distribution, Inc.
By: Date:
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Schedule A
MAS Funds
Portfolio Rate
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Balanced.............................................................. .___%
Cash Reserves......................................................... .___%
Domestic Fixed Income ................................................ .___%
Emerging Markets...................................................... .___%
Equity................................................................ .___%
Fixed Income.......................................................... .___%
Fixed Income II....................................................... .___%
Global Fixed Income................................................... .___%
Growth................................................................ .___%
High Yield............................................................ .___%
Intermediate Duration................................................. .___%
International Equity.................................................. .___%
International Fixed Income............................................ .___%
Limited Duration...................................................... .___%
Mid Cap Growth........................................................ .___%
Mid Cap Value......................................................... .___%
Mortgage-Backed Securities............................................ .___%
Multi-Asset-Class..................................................... .___%
Municipal............................................................. .___%
PA Municipal.......................................................... .___%
Select Equity......................................................... .___%
Small Cap Value....................................................... .___%
Special Purpose Fixed Income.......................................... .___%
Value................................................................. .___%