DISTRIBUTION AGREEMENT
THIS AGREEMENT entered into as of the 3rd day of January, 1996
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 :
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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
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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.
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
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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.
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
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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.
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
/s/Xxxxxxxxx X. XxXxxx /s/Xxxxx X. Xxxxxx
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Xxxxxxxxx X. XxXxxx By: Xxxxx X. Xxxxxx
Title: President
Attest: MAS FUND DISTRIBUTION, INC.
/s/Xxxxxxxxx X. XxXxxx /s/ Xxxxxxxx Xxxxxx
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Xxxxxxxxx X XxXxxx By:Xxxxxxxx Xxxxxx
Title:President
