MAS FUND DISTRIBUTION, INC.
MAS FUNDS: MAS CLASS
SERVICE PROVIDER AGREEMENT
MAS Fund Distribution, Inc. (the "Distributor") is the distributor for
the MAS Funds (the "Fund"), 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"). Pursuant to a shareholder
service agreement between the Fund and the Distributor, the Distributor is
authorized to retain ________________________, a ___________________
[corporation] (the "Service Provider") to provide the shareholder services
described in Section 1 to clients of the Service Provider (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 Service Provider
is willing to provide such shareholder services in accordance with the terms and
conditions of this Agreement.
Section 1. The Service Provider agrees to 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 Service Provider 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 Service Provider's business, or any
personnel employed by the Service Provider) as may be reasonably necessary or
beneficial in order to provide the aforementioned services and assistance to
Clients.
Section 3. Neither the Service Provider nor any of its officers, employees, or
agents are 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 Service provider, or in such supplemental literature or advertising as may
be authorized in writing.
Section 4. For purposes of this Agreement, the Service Provider will be deemed
to be an independent contractor, and will have no authority to act as agent for
the Distributor or the Fund in any matter or in any respect. By its written
acceptance of this Agreement, the Service Provider agrees to and does release,
indemnify, and hold the Distributor and 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 Service Provider or its officers,
employees, or agents regarding the Service Provider's responsibilities hereunder
or the purchase, redemption, transfer, or registration of Shares (or orders
relating to the same) by or on behalf of Clients. The Service Provider and its
officers and employees will, upon request, be available during normal business
hours to consult with representatives of the Distributor or the Fund or their
designees concerning the performance of the Service Provider's responsibilities
under this Agreement.
Section 5. In consideration of the services and facilities provided by the
Service Provider hereunder, each Portfolio will pay to the Distributor, the
Distributor will pay to the Service Provider, and the Service Provider will
accept as full payment therefor, 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 the Distributor
receives such notice, the Distributor will notify the Service Provider of any
such 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 the Service Provider for the account of any Client or Clients.
Section 6. The Fund or the Distributor may enter into other similar servicing
agreements with any other person or persons without the Service Provider's
consent.
Section 7. By its written acceptance of this Agreement, the Service Provider
represents, warrants, and agrees that: (i) the Service Provider will disclose to
its Clients the compensation payable to it in connection with the investment of
such Clients' assets in Shares, such compensation will be authorized by its
Clients, and such compensation will not be excessive; (ii) the services provided
by the Service Provider under this Agreement will in no event be primarily
intended to result in the sale of Shares; and (iii) if an issue pertaining to
this Agreement is submitted for shareholder approval, the Service Provider will
vote any Shares held for its own account in the same proportion as the vote of
those Shares held for its Client's Accounts.
Section 8. This Agreement will become effective on the date a fully executed
copy of this Agreement is received by the Distributor 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
Distributor or by the Service Provider upon written notice to the Distributor.
Section 9. All notices and other communications to either the Distributor or to
the Service Provider 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 under the shareholder service agreement, and of the Distributor under this
Agreement, entered into in the name or on behalf thereof by any of the Trustees,
directors, officers, representatives, or agents of either the Fund or the
Distributor are made not individually, but in such capacities, and are not
binding upon any of the directors, shareholders, officers, representatives, or
agents of the Fund or the Distributor personally.
By their signatures, the Fund and the Service Provider agree to the terms of
this Agreement.
MAS Funds
By: Date:
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(Service Provider)
By: Date:
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SCHEDULE A
MAS Funds
Portfolio Rate
--------- ----
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........................................................... .___%
