Exhibit 5b
INVESTMENT ADVISORY AGREEMENT
AGREEMENT made this _____ day of ________________, 19__, by and between MAS
Funds (the "Fund"), a business trust organized under the laws of the
Commonwealth of Pennsylvania, and Xxxxxx Xxxxxxxx & Xxxxxxxx, LLP (or any
successor-in-interest (by merger or otherwise) thereto or transferee thereof
that does not involve an "assignment" within the meaning of the Investment
Company Act of 1940 and that is a limited liability partnership or other entity
wholly owned, directly or indirectly, by Xxxxxx Xxxxxxx Asset Management
Holdings, Inc. and/or its affiliates; Xxxxxx Xxxxxxxx & Xxxxxxxx, LLP or such
successor-in-interest or transferee being referred to herein as the "Adviser").
1. DUTIES OF ADVISER. The Fund hereby appoints the Adviser to act as
investment adviser to each of the Portfolios listed on Schedule A hereto (the
"Portfolios"), for the period and on such terms set forth in this Agreement.
The Fund employs the Adviser to manage the investment and reinvestment of the
assets of the Portfolios, to continuously review, supervise and administer
the investment program of each of the Portfolios, to determine in its
discretion the securities to be purchased or sold and the portion of each
such Portfolio's assets to be held uninvested, to provide the Fund with
records concerning the Adviser's activities which the Fund is required to
maintain, and to render regular reports to the Fund's officers and Board of
Trustees concerning the Adviser's discharge of the foregoing
responsibilities. The Adviser shall discharge the foregoing responsibilities
subject to the control of the officers and the Board of Trustees of the Fund,
and in compliance with the objectives, policies and limitations set forth in
the Fund's prospectus and applicable laws and regulations. The Adviser
accepts such employment and agrees to render the services and to provide, at
its own expense, the office space, furnishings and equipment and the
personnel required by it to perform the services on the terms and for the
compensation provided herein.
2. PORTFOLIO TRANSACTIONS. The Adviser is authorized to select the
brokers or dealers that will execute the purchases and sales of securities
for each of the Portfolios and is directed to use its best efforts to obtain
the best available price and most favorable execution, except as prescribed
herein. Subject to policies established by the Board of Trustees of the Fund,
the Adviser may also be authorized to effect individual securities
transactions at commission rates in excess of the minimum commission rates
available, if the Adviser determines in good faith that such amount of
commission is reasonable in relation to the value of the brokerage or
research services provided by such broker or dealer, viewed in terms of
either that particular transaction or the Adviser's overall responsibilities
with respect to the Fund. The execution of such transactions shall not be
deemed to represent an unlawful act or breach of any duty created by this
Agreement or otherwise. The Adviser will promptly communicate to the
officers and Trustees of the Fund such information relating to portfolio
transactions as they may reasonably request.
3. COMPENSATION OF THE ADVISER. For the services to be rendered by the
Adviser as provided in Section 1 of this Agreement, the Fund shall pay to the
Adviser at the end of each of the Fund's fiscal quarters, an advisory fee
calculated by applying a quarterly rate, based on the annual percentage rates
set forth opposite each Portfolio's name on Schedule A hereto, to each
Portfolio's average daily net assets for the quarter.
In the event of termination of this Agreement, the fee provided under
this Section shall be computed on the basis of the period ending on the last
business day on which this Agreement is in effect subject to a PRO RATA
adjustment based on the number of days elapsed in the current fiscal quarter
as a percentage of the total number of days in such quarter.
4. OTHER SERVICES. At the request of the Fund, the Adviser, in its
discretion may make available to the Fund office facilities, equipment,
personnel and other services. Such office facilities, equipment, personnel
and services shall be provided for or rendered by the Adviser and billed to
the Fund at the Adviser's cost.
5. REPORTS. The Fund and the Adviser agree to furnish to each other
current prospectuses, proxy statements, reports to shareholders, certified
copies of their financial statements, and such other information with regard
to their affairs as each may reasonably request.
6. STATUS OF ADVISER. The services of the Adviser to the Fund are not
to be deemed exclusive, and the Adviser shall be free to render similar
services to others so long as its services to the Fund are not impaired
thereby.
7. LIABILITY OF ADVISER. In the absence of (i) willful misfeasance,
bad faith or gross negligence on the part of the Adviser in performance of
its obligations and duties hereunder, (ii) reckless disregard by the Adviser
of its obligations and duties hereunder, or (iii) a loss resulting from a
breach of fiduciary duty with respect to the receipt of compensation for
services (in which case any award of damages shall be limited to the period
and the amount set forth in Section 36(b)(3) of the Investment Company Act,
the Adviser shall not be subject to any liability whatsoever to the Fund, or
to any shareholder of the Fund, for any error or judgment, mistake of law or
any other act or omission in the course of, or connected with, rendering
services hereunder including, without limitation, for any losses that may be
sustained in connection with the purchase, holding, redemption or sale of any
security on behalf of any Portfolio of the Fund.
8. PERMISSIBLE INTERESTS. Subject to and in accordance with the
Declaration of Trust of the Fund and the Partnership Agreement (or other
governing or organizational documents)
of the Adviser, Trustees, agents and shareholders of the Fund are or may be
interested in the Adviser (or any successor thereof) as officers or partners, or
otherwise; officers, agents and partners of the Adviser are or may be interested
in the Fund as Trustees, officers, shareholders or otherwise; and the Adviser
(or any successor) is or may be interested in the Fund as a shareholder or
otherwise. The effect of any such interrelationships shall be governed by said
Declaration of Trust or Partnership Agreement (or other governing or
organizational documents) and provisions of the Investment Company Act.
9. DECLARATION OF TRUST. The Adviser is hereby expressly put on notice
of the limitation of shareholder liability as set forth in Article VIII of
the Declaration of Trust of the Fund and agrees that the obligations assumed
by the Fund pursuant to this Agreement shall be limited in all cases to the
Fund and its assets, and the Adviser shall not seek satisfaction of any such
obligation from the shareholders or any shareholder of the Fund. Nor shall
the Adviser seek satisfaction of any such obligations from the Trustees or
any individual Trustee.
10. DURATION AND TERMINATION. This Agreement, unless sooner terminated
as provided herein, shall continue until ________________, __________ and
thereafter for additional periods of one year from the anniversary thereof,
but only so long as such continuance is specifically approved at least
annually (a) by the vote of a majority of those members of the Board of
Trustees of the Fund who are not parties to this Agreement or interested
persons of any such party, cast in person at a meeting called for the purpose
of voting on such approval, and (b) by the Board of Trustees of the Fund or
by vote of a majority of the outstanding voting securities of each Portfolio
of the Fund; PROVIDED, HOWEVER, that if the holders of any Portfolio fail to
approve the Agreement as provided herein, the Adviser may continue to serve
in such capacity in the manner and to the extent permitted by the Investment
Company Act and Rules thereunder. This Agreement may be terminated by any
Portfolio of the Fund at any time, without the payment of any penalty, by
vote of a majority of the entire Board of Trustees of the Fund or by vote of
a majority of the outstanding voting securities of the Portfolio on 60 days'
written notice to the Adviser. This Agreement may be terminated by the
Adviser at any time, without the payment of any penalty, upon 90 days'
written notice to the Fund. This Agreement will automatically and
immediately terminate in the event of its assignment. Any notice under this
Agreement shall be given in writing, addressed and delivered or mailed
postpaid, to the other party at any office of such party.
As used in this Section 10, the terms "assignment," "interested
persons," and "a vote of a majority of the outstanding voting securities"
shall have the respective meanings set forth in Section 2(a)(4),
Section 2(a)(19) and Section 2(a)(42) of the Investment Company Act.
11. AMENDMENT OF AGREEMENT. This Agreement may be amended by mutual
consent, but the consent of the Fund must be approved (a) by a vote of a
majority of those members
of the Board of Trustees of the Fund who are not parties to this Agreement or
interested persons of any such party, cast in person at a meeting called for the
purpose of voting on such amendment, and (b) by vote of a majority of the
outstanding voting securities of each Portfolio of the Fund.
12. SEVERABILITY. If any provision of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the remainder
of this Agreement shall not be affected thereby.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed as of this ____ day of __________, 19__.
XXXXXX XXXXXXXX & XXXXXXXX, LLP MAS FUNDS
By By
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Name Name:
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Title: Title:
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Schedule A
Portfolio Rate
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Advisory Foreign Fixed Income .375%
Advisory Mortgage .375%
Balanced .450%
Cash Reserves .250%
Domestic Fixed Income .375%
Emerging Markets .750%
Equity .500%
Fixed Income .375%
Fixed Income II .375%
Global Fixed Income .375%
Growth .500%
High Yield .375%
Intermediate Duration .375%
International Fixed Income .375%
International Equity .500%
Limited Duration .300%
Mid Cap Growth .500%
Mid Cap Value .750%
Mortgage-Backed Securities .375%
Multi-Asset-Class .450%
Municipal .375%
PA Municipal .375%
Select Equity .500%
Small Cap Value .750%
Special Purpose Fixed Income .375%
Value .500%
