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EXHIBIT 99.(M)(2)
AMENDED AND RESTATED CLASS A DISTRIBUTION PLAN
OF
MERCURY ____________________ FUND
OF
MERCURY HW FUNDS
PURSUANT TO RULE 12B-1
DISTRIBUTION PLAN made as of the ___ day of ___________, 2000, by and
between Mercury HW Funds, a Massachusetts business trust (the "Trust"), on
behalf of its series, _____________________ (the "Fund"), and FAM Distributors,
Inc., a Delaware corporation ("FDI").
W I T N E S S E T H :
--------------------
WHEREAS, the Trust intends to engage in business as an open-end investment
company registered under the Investment Company Act of 1940, as amended (the
"Investment Company Act"); and
WHEREAS, the Trustees of the Trust (the "Trustees") are authorized to
establish separate series relating to separate portfolios of securities, each of
which may offer separate classes of shares; and
WHEREAS, the Trustees have established the Fund as a series of the Trust;
and
WHEREAS, FDI is a securities firm engaged in the business of selling
shares of investment companies either directly to purchasers or through other
securities dealers; and
WHEREAS, the Trust proposes to enter into a Distribution Agreement with
FDI, pursuant to which FDI will act as the exclusive distributor and
representative of the Trust in the offer and sale of Class A shares of
beneficial interest (the "Class A shares"), of the Fund to the public; and
WHEREAS, the Trust desires to adopt this Amended and Restated Class A
Shares Distribution Plan (the "Plan") pursuant to Rule 12b-1 under the
Investment Company Act, pursuant to which the Trust will pay an account
maintenance fee to FDI with respect to the Fund's Class A shares; and
WHEREAS, the Trustees of the Trust have determined that there is a
reasonable likelihood that adoption of the Plan will benefit the Fund and its
shareholders.
NOW, THEREFORE, the Trust on behalf of the Fund hereby adopts, and FDI
hereby agrees to, the terms of the Plan in accordance with Rule 12b-1 under the
Investment Company Act on the following terms and conditions:
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1. The Trust shall pay FDI an account maintenance fee under the Plan at
the end of each month at the annual rate of 0.25% of average daily net assets of
the Fund relating to Class A shares to compensate FDI and securities firms with
which FDI enters into related agreements pursuant to Paragraph 3 hereof
("Sub-Agreements") for providing account maintenance activities with respect to
Class A shareholders of the Fund. Expenditures under the Plan may consist of
payments to financial consultants for maintaining accounts in connection with
Class A shares of the Fund and payment of expenses incurred in connection with
such account maintenance activities including the costs of making services
available to shareholders including assistance in connection with inquiries
related to shareholder accounts.
2. The Trust hereby authorizes FDI to enter into Sub-Agreements with
certain securities firms ("Securities Firms"), including ▇▇▇▇▇▇▇ Lynch, Pierce,
▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, to provide compensation to such Securities Firms
for activities and services of the type referred to in Paragraph 1 hereof. FDI
may reallocate all or a portion of its account maintenance fee or distribution
fee to such Securities Firms as compensation for the above-mentioned activities
and services. Such Sub-Agreement shall provide that the Securities Firms shall
provide FDI with such information as is reasonably necessary to permit FDI to
comply with the reporting requirements set forth in Paragraph 3 hereof.
3. FDI shall provide the Trust for review by the Trustees, and the
Trustees shall review, at least quarterly, a written report complying with the
requirements of Rule 12b-1 regarding the disbursement of the account maintenance
fee and the distribution fee during such period.
4. This Plan shall not take effect until it has been approved, together
with any related agreements, by votes of a majority of both (a) the Trustees of
the Trust and (b) those Trustees of the Trust who are not "interested persons"
of the Trust, as defined in the Investment Company Act, and have no direct or
indirect financial interest in the operation of this Plan or any agreements
related to it (the "Rule 12b-1 Trustees"), cast in person at a meeting or
meetings called for the purpose of voting on this Plan and such related
agreements.
5. This Plan shall continue in effect for so long as such continuance
is specifically approved at least annually in the manner provided for approval
of the Plan in Paragraph 4.
6. This Plan may be terminated at any time by vote of a majority of the
Rule 12b-1 Trustees, or by vote of a majority of the outstanding Class A voting
securities of the Fund.
7. This Plan may not be amended to increase materially the rate of
payments provided for herein unless such amendment is approved by at least a
majority, as defined in the Investment Company Act, of the outstanding Class A
voting securities of the Fund, and by the Trustees of the Trust in the manner
provided for in Paragraph 4 hereof, and no material amendment to the Plan shall
be made unless approved in the manner provided for approval and annual renewal
in Paragraph 4 hereof.
8. While this Plan is in effect, the selection and nomination of
Trustees who are not interested persons, as defined in the Investment Company
Act, of the Trust shall be committed to
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the discretion of the Trustees who are not interested persons.
9. The Trust shall preserve copies of this Plan and any related
agreements and all reports made pursuant to Paragraph 3 hereof, for a period of
not less than six years from the date of this Plan, or the agreements or such
report, as the case may be, the first two years in an easily accessible place.
IN WITNESS WHEREOF, the parties hereto have executed this Distribution
Plan as of the date first above written.
MERCURY HW FUNDS, on behalf of its
series,
_____________________________________
By:__________________________________
Name:
Title:
FAM DISTRIBUTORS, INC.
By:__________________________________
Name:
Title:
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CLASS A SHARES DISTRIBUTION PLAN SUB-AGREEMENT
AGREEMENT made as of the ___ day of ___________, 2000, by and between FAM
Distributors, Inc., a Delaware corporation ("FDI"), and ▇▇▇▇▇▇▇ Lynch, Pierce,
▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, a Delaware corporation ("Securities Firm").
W I T N E S S E T H :
WHEREAS, FDI has entered into an agreement with Mercury HW Funds, a
Massachusetts business trust (the "Trust"), on behalf of its series,
___________________ (the "Fund"), pursuant to which it acts as the exclusive
distributor for the sale of Class A shares of beneficial interest (the "Class A
shares"), of the Fund; and
WHEREAS, FDI and the Trust have entered into an Amended and Restated Class
A Shares Distribution Plan (the "Plan") pursuant to Rule 12b-1 under the
Investment Company Act of 1940, as amended (the "Act"), pursuant to which FDI
receives an account maintenance fee from the Trust at the annual rate of ____%
of average daily net assets of the Fund relating to Class A shares for providing
account maintenance activities and services with respect to Class A shares; and
WHEREAS, FDI desires the Securities Firm to perform certain account
maintenance activities and services, including assistance in connection with
inquiries related to shareholder accounts, for the Fund's Class A shareholders
and the Securities Firm is willing to perform such services;
NOW, THEREFORE, in consideration of the mutual covenants contained herein,
the parties hereby agree as follows:
1. The Securities Firm shall provide account maintenance activities and
services with respect to the Class A shares of the Fund and incur expenditures
in connection with such activities and services of the types referred to in
Paragraph 1 of the Plan.
2. As compensation for its services performed under this Agreement, FDI
shall pay the Securities Firm a fee at the end of each calendar month in an
amount agreed upon by the parties hereto.
3. The Securities Firm shall provide FDI, at least quarterly, such
information as reasonably requested by FDI to enable FDI to comply with the
reporting requirements of Rule 12b-1 regarding the disbursement of the fee
during such period referred to in Paragraph 3 of the Plan.
4. This Agreement shall not take effect until it has been approved by
votes of a majority of both (a) the Trustees of the Trust and (b) those Trustees
of the Trust who are not "interested persons" of the Trust, as defined in the
Act, and have no direct or indirect financial interest in the
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operation of the Plan, this Agreement or any agreements related to the Plan or
this Agreement (the "Rule 12b-1 Trustees"), cast in person at a meeting or
meetings called for the purpose of voting on this Agreement.
5. This Agreement shall continue in effect for as long as such
continuance is specifically approved at least annually in the manner provided
for approval of the Plan in Paragraph 4.
6. This Agreement shall automatically terminate in the event of its
assignment or in the event of the termination of the Plan or any amendment to
the Plan that requires such termination.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the date first above written.
FAM DISTRIBUTORS, INC.
By:__________________________________
Name:
Title:
▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇
INCORPORATED
By:__________________________________
Name:
Title:
