DISTRIBUTION AGREEMENT
THIS AGREEMENT entered into as of the 31st day of May, 1997
by and between MAS FUNDS, a Pennsylvania business trust located at Xxx Xxxxx
Xxxxxx, Xxxx Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000 (the "Fund"), and MAS FUND
DISTRIBUTION, INC., a Pennsylvania corporation located at Xxx Xxxxx Xxxxxx,
Xxxx Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000 (the "Distributor").
W I T N E S S E T H :
In consideration of the mutual covenants and agreements
hereinafter set forth, the parties hereto, intending to be legally bound
hereby, mutually covenant and agree as follows:
1. The Fund hereby appoints the Distributor as agent of the
Fund to effect the continuous sale and public distribution of shares of
beneficial interest of the Fund.
2. The Distributor shall be the exclusive agent for the Fund
for the sale of its shares. The Fund agrees that it will not sell any shares
to any person except to fill orders for the shares received through the
Distributor; provided, however, that the foregoing exclusive right shall not
apply: (a) to shares issued or sold in connection with the merger or
consolidation of any other investment company with the Fund or the acquisition
by purchase or otherwise of all or substantially all of the outstanding shares
of any such company by the Fund; (b) to shares which may be offered by the
Fund to its shareholders for reinvestment of cash distributed from capital
gains or net investment income of the Fund; (c) to shares which may be issued
to shareholders of a Portfolio of the Fund who exercise any exchange privilege
set forth in a Prospectus of the Fund; (d) to shares issued to existing
shareholders as the result of a stock split; or (e) to shares which the Fund
otherwise may issue directly to registered shareholders pursuant to authority
of its Board of Trustees.
3. The Fund hereby authorizes the Distributor to use its
best efforts to solicit orders for the sale of its shares in accordance with
the following schedule of prices:
The applicable price will be the net asset
value per share next calculated after receipt and acceptance
by the Fund of a proper offer to purchase, determined in
accordance with the Declaration of Trust, By-Laws,
Registration Statement and Prospectus of the Fund.
4. Orders for the purchase of shares placed by the
Distributor shall be subject to the provisions of Section 26 of the Rules of
Fair Practice of the National Association of Securities Dealers, Inc., the
provisions of which are hereby incorporated by reference.
5. The Fund agrees to prepare and file Registration
Statements with the Securities and Exchange Commission (the "SEC") and the
Securities Departments of the various states and other jurisdictions in which
the shares may be offered, at its own expense, and do such other things and to
take such other actions as may be mutually agreed upon by and between the
parties as shall be reasonably necessary in order to effect the registration
and the sale of the Fund's shares. The Distributor shall cooperate with the
Fund in the preparation and filing of applications for registration and
qualification of the shares under applicable law.
6. At its own expense, the Fund shall print and provide the
Distributor with such quantities of its current Prospectuses, Statement of
Additional Information (hereinafter collectively, the "Prospectus") and
reports to shareholders as the Distributor may reasonably request in
connection with the registration of the Fund's shares under federal and state
laws, and all applicable federal or state filing requirements.
7. Normally, the Fund shall not direct or exercise any
control over the time and place of solicitation, the persons to be solicited,
or the manner of solicitation; but the Distributor agrees that solicitations
shall be in a form acceptable to the Fund and shall be subject to such terms
and conditions as may be prescribed from time to time by the Fund, the
Registration Statement, the Prospectus, the Declaration of Trust, and By-Laws
of the Fund, and shall not violate any provision of the laws of the United
States or of any other jurisdiction to which solicitations are subject, or
violate any rule or regulation promulgated by any lawfully constituted
authority to which the Fund or Distributor may be subject.
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8. (a) The Fund appoints and designates the Distributor as
agent of the Fund and the Distributor accepts such appointment and agrees to
transmit any orders received by it for purchase or redemption of Fund shares
to the Fund's transfer and dividend disbursing agent, or any other party of
which the Fund has notified the Distributor in writing.
(b) In connection with such purchases and redemptions,
the Fund authorizes and designates the Distributor to take any action, and to
make any arrangements for the collection of purchase monies or for the payment
of redemption proceeds authorized or permitted to be taken or made in
accordance with the Investment Company Act of 1940 (the "1940 Act") and as set
forth in the Declaration of Trust, By-Laws and the then-current Prospectus of
the Fund.
(c) The authority of the Distributor under this paragraph
8 may, with the consent of the Fund, be redelegated in whole or in part to
another person or firm. If, consistent with this paragraph, the Distributor
enters into selling agreements with other brokers or dealers as selling agents
or selected dealers, it agrees to do so on a form approved by the Fund's
officers.
(d) The authority granted in this paragraph 8 may be
suspended by the Fund at any time or from time to time pursuant to the
provisions of its Declaration of Trust until further notice to the
Distributor. The President or any Vice President of the Fund shall have the
power granted by said provisions. After any such suspension, the authority
granted to the Distributor by this paragraph 8 shall be reinstated only
pursuant to a written instrument executed by the Fund's President or any Vice
President.
9. The Distributor shall keep and maintain adequate records
in respect of its activities which further the sale of shares.
10. The Distributor agrees that it will not place orders for
more shares than are required to fill the requests received by it as agent of
the Fund and that it will expeditiously transmit all such orders to the Fund.
The Distributor further agrees that it will act only on its own behalf as
principal should it choose to enter into selling agreements with selected
dealers or others.
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11. This Agreement shall become effective as of the date
first written above and shall continue in effect for a period of two (2) years
from its effective date and shall continue each year thereafter provided such
continuance is approved, at least annually, by the Board of Trustees of the
Fund, including a majority of those Trustees who are not "interested persons"
of any party to this Agreement voting in person at a meeting called for the
purpose of voting on such approval. This Agreement may be terminated by either
party hereto without penalty upon sixty (60) days' written notice to the other
party. This Agreement shall automatically terminate in the event of its
assignment, unless the SEC has issued an order exempting the Fund and the
Distributor from the provisions of the 1940 Act, as amended, which would
otherwise have effected the termination of this Agreement.
12. No amendment to this Agreement shall be executed or
become effective unless its terms have been approved: (a) by a majority of the
Trustees of the Fund or by the vote of a majority of the outstanding voting
securities of the Fund, and (b) by a majority of those Trustees who are not
interested persons of the Fund or of any party to this Agreement.
13. The Fund and the Distributor hereby each agree that all
literature and publicity issued by either of them referring directly or
indirectly to the Fund or to the Distributor shall be submitted to and receive
the approval of the Fund and the Distributor before the same may be used by
either party.
14. The Distributor agrees to use its best efforts with
respect to its duties under this Agreement; provided that nothing contained in
this Agreement shall make the Distributor or any of its officers and directors
or shareholders liable for any loss sustained by the Fund or the Fund's
officers, Trustees or shareholders, or by any other person on account of any
act done or omitted to be done by the Distributor under this Agreement; and
provided further, that nothing herein contained shall protect the Distributor
against any liability to the Fund or to any of its shareholders to which the
Distributor would otherwise be subject by reason of willful misfeasance, bad
faith, or gross negligence in the performance of its duties as Distributor or
by reason of its reckless disregard of its obligations or duties as
Distributor under this Agreement. Nothing in this Agreement shall protect the
Distributor from any liabilities which it may have under the Securities Act of
1933 or the 1940 Act.
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15. It is understood and expressly stipulated that none of
the Trustees, officers, agents or shareholders of the Fund shall be held
personally liable hereunder for any obligations entered into on behalf of the
Fund, and further, that all persons dealing with the Fund must look solely to
the property of the Fund for the enforcement or satisfaction of any claims
against the Fund. No Portfolio of the Fund shall be liable for any claims
against any other series or portfolio of the Fund.
16. As used in this Agreement the terms "interested
persons," "assignment," and "majority of the outstanding voting securities"
shall have the respective meanings specified in the 1940 Act, as currently in
effect.
17. This Agreement shall be construed in accordance with the
laws of the Commonwealth of Pennsylvania, except to the extent such laws are
preempted by the 1940 Act.
18. Any notice required to be delivered hereunder shall be
sent via first class mail to the address of the party as set forth above.
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IN WITNESS WHEREOF, the parties have caused this Agreement
to be executed by their duly authorized officers on the day and year above
written.
Attest: MAS FUNDS
Xxxxxxxxx X. XxXxxx /s/Xxxxxxx X. Xxxxx
------------------- -----------------------------------
By: Xxxxxxx X. Xxxxx
Title: Assistant Secretary
Attest: MAS FUND DISTRIBUTION, INC.
Xxxxxxxxx X. XxXxxx /s/Xxxxxxxx Xxxxxx
------------------- -----------------------------------
By: Xxxxxxxx Xxxxxx
Title: President
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