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EXHIBIT 5(d)
CLASS C SHARES
DISTRIBUTION AGREEMENT
AGREEMENT made as of ________________, 1998 between MERCURY
ASSET MANAGEMENT FUNDS, INC., a Maryland corporation (the "Corporation"), on
behalf of its series Mercury U.S. Large Cap Fund (the "Fund") and MERCURY FUNDS
DISTRIBUTOR, a division of PRINCETON FUNDS DISTRIBUTOR, INC., a Delaware
corporation (the "Distributor").
W I T N E S S E T H :
WHEREAS, the Directors of the Corporation (the "Directors")
are authorized to establish separate series relating to separate portfolios of
securities, each of which may offer separate classes of shares of common stock,
par value $0.0001 per share; and
WHEREAS, the Directors have established and designated the
Fund as a series of the Corporation, offering separate classes of shares of
common stock, as described above; and
WHEREAS, the Corporation is registered under the Investment
Company Act of 1940, as amended (the "Investment Company Act"), as an open-end
investment company, and it is affirmatively in the interest of the Fund to
offer its shares for sale continuously; and
WHEREAS, the Distributor 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 Corporation and the Distributor wish to enter
into an agreement with each other with respect to the continuous offering of
Class C shares of common stock in the Fund;
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NOW, THEREFORE, the parties agree as follows:
Section 1. Appointment of the Distributor. The Corporation
hereby appoints the Distributor as the Fund's principal underwriter and
distributor to sell the Class C shares of common stock in the Fund (sometimes
herein referred to as "Class C Shares") to the public and hereby agrees during
the term of this Agreement to sell Class C Shares to the Distributor upon the
terms and conditions herein set forth.
Section 2. Exclusive Nature of Duties. The Distributor shall
be the Fund's exclusive representative to act as principal underwriter and
distributor of the Class C Shares, except that:
a. The Corporation may, upon written notice to the
Distributor, from time to time designate other principal underwriters and
distributors of the Class C Shares with respect to areas other than the United
States as to which the Distributor may have expressly waived in writing its
right to act as such. If such designation is deemed exclusive, the right of
the Distributor under this Agreement to sell the Class C Shares in the areas so
designated shall terminate, but this Agreement shall remain otherwise in full
effect until terminated in accordance with the other provisions hereof.
b. The exclusive rights granted to the Distributor to
purchase Class C Shares from the Fund shall not apply to Class C Shares issued
in connection with the merger or consolidation of any other investment company
or personal holding company with the Fund or the Fund's acquisition by purchase
or otherwise of all (or substantially all) the assets or the outstanding Class
C shares of any such company.
c. Such exclusive rights also shall not apply to Class C
Shares issued by the Fund pursuant to reinvestment of dividends or capital
gains distributions.
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d. Such exclusive rights also shall not apply to Class C
Shares issued by the Fund pursuant to any conversion, exchange or reinstatement
privilege afforded redeeming shareholders or to any other Class C Shares as
shall be agreed between the Corporation and the Distributor from time to time.
Section 3. Purchase of Class C Shares from the Corporation.
a. Prior to the continuous offering of the Class C Shares,
commencing on a date agreed upon by the Corporation and the Distributor, it is
contemplated that the Distributor will solicit subscriptions for Class C Shares
during a subscription period which shall last for such period as may be agreed
upon by the parties hereto. The subscriptions will be payable within three
business days after the termination of the subscription period, at which time
the Fund will commence operations.
b. After the Fund commences operations, the Fund will
commence an offering of Class C Shares and thereafter the Distributor shall
have the right to buy from the Corporation the Class C Shares needed, but not
more than the Class C Shares needed (except for clerical errors in
transmission) to fill unconditional orders for Class C Shares placed with the
Distributor by eligible investors or securities dealers. Investors eligible to
purchase Class C Shares shall be those persons so identified in the currently
effective prospectus and statement of additional information of the Fund (the
"prospectus" and "statement of additional information," respectively) under the
Securities Act of 1933, as amended (the "Securities Act"), relating to the
Class C Shares. The price that the Distributor shall pay for the Class C
Shares so purchased from the Fund shall be the net asset value, determined as
set forth in Section 3(d) hereof.
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c. The Class C Shares are to be resold by the Distributor to
investors at net asset value, as set forth in Section 3(d) hereof, or to
securities dealers having agreements with the Distributor upon the terms and
conditions set forth in Section 7 hereof.
d. The net asset value of the Class C Shares shall be
determined by the Corporation or any agent of the Corporation in accordance
with the method set forth in the Fund's prospectus and statement of additional
information and guidelines established by the Directors.
e. The Corporation shall have the right to suspend the sale
of Class C Shares at times when redemption is suspended pursuant to the
conditions set forth in Section 4(b) hereof. The Corporation shall also have
the right to suspend the sale of Class C Shares if trading on the New York
Stock Exchange shall have been suspended, if a banking moratorium shall have
been declared by Federal or New York authorities, or if there shall have been
some other event that, in the judgment of the Corporation, makes it
impracticable or inadvisable to sell the Class C Shares.
f. The Corporation, or any agent of the Corporation
designated in writing by the Corporation, shall be promptly advised of all
purchase orders for Class C Shares received by the Distributor. Any order may
be rejected by the Corporation; provided, however, that the Corporation will
not arbitrarily or without reasonable cause refuse to accept or confirm orders
for the purchase of Class C Shares. The Corporation (or its agent) will
confirm orders upon their receipt, will make appropriate book entries and, upon
receipt by the Corporation (or its agent) of payment therefor, will deliver
deposit receipts or certificates for such Class C Shares pursuant to the
instructions of the Distributor. Payment shall be made to the Corporation in
New York Clearing House funds. The Distributor agrees to cause such payment
and such instructions to be delivered promptly to the Corporation (or its
agent).
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Section 4. Repurchase or Redemption of Class C Shares by
the Corporation.
a. Any of the outstanding Class C Shares may be tendered for
redemption at any time, and the Fund agrees to repurchase or redeem the Class C
Shares so tendered in accordance with its obligations as set forth in Article
VI of the Corporation's Articles of Incorporation, as amended from time to
time, and in accordance with the applicable provisions set forth in the
prospectus and statement of additional information relating to the Fund. The
price to be paid to redeem or repurchase the Class C Shares shall be equal to
the net asset value calculated in accordance with the provisions of Section
3(d) hereof, less any contingent deferred sales charge ("CDSC"), redemption fee
or other charge(s), if any, set forth in the prospectus and statement of
additional information relating to the Fund. All payments by the Fund
hereunder shall be made in the manner set forth below.
The Fund shall pay the total amount of the redemption price as
defined in the above paragraph pursuant to the instructions of the Distributor
in New York Clearing House funds on or before the seventh business day
subsequent to its having received the notice of redemption in proper form. The
proceeds of any redemption of Class C Shares shall be paid by the Fund as
follows: (i) any applicable CDSC shall be paid to the Distributor, and (ii)
the balance shall be paid to or for the account of the shareholder, in each
case in accordance with the applicable provisions of the prospectus and
statement of additional information.
b. Redemption of Class C Shares or payment may be suspended
at times when the New York Stock Exchange is closed, when trading on said
Exchange is closed, when trading on said Exchange is suspended, when trading on
said Exchange is restricted, when an emergency exists as a result of which
disposal by the Fund of securities owned by it is not reasonably practicable
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or it is not reasonably practicable for the Corporation fairly to determine the
value of the net assets of the Fund, or during any other period when the
Securities and Exchange Commission, by order, so permits.
Section 5. Duties of the Corporation.
a. The Corporation shall furnish to the Distributor copies of
all information, financial statements and other papers that the Distributor may
reasonably request for use in connection with the distribution of Class C
Shares, and this shall include, upon request by the Distributor, one certified
copy of all financial statements prepared for the Corporation by independent
public accountants. The Corporation shall make available to the Distributor
such number of copies of the Fund's prospectus and statement of additional
information as the Distributor shall reasonably request.
b. The Corporation shall take, from time to time, but subject
to any necessary approval of the Fund's Class C shareholders, all necessary
action to fix the number of authorized Class C Shares and such steps as may be
necessary to register the same under the Securities Act to the end that there
will be available for sale such number of Class C Shares as the Distributor
reasonably may be expected to sell.
c. The Corporation shall use its best efforts to qualify and
maintain the qualification of an appropriate number of the Class C Shares for
sale under the securities laws of such states as the Distributor and the
Corporation may approve. Any such qualification may be withheld, terminated or
withdrawn by the Corporation at any time in its discretion. As provided in
Section 8(c) hereof, the expense of qualification and maintenance of
qualification shall be borne by the
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Fund. The Distributor shall furnish such information and other material
relating to its affairs and activities as may be required by the Corporation in
connection with such qualification.
d. The Corporation will furnish, in reasonable quantities
upon request by the Distributor, copies of the Fund's annual and interim
reports.
Section 6. Duties of the Distributor.
a. The Distributor shall devote reasonable time and effort to
effect sales of Class C Shares but shall not be obligated to sell any specific
number of Class C Shares. The services of the Distributor to the Corporation
hereunder are not to be deemed exclusive and nothing herein contained shall
prevent the Distributor from entering into like arrangements with other
investment companies so long as the performance of its obligations hereunder is
not impaired thereby.
b. In selling the Class C Shares, the Distributor shall use
its best efforts in all respects duly to conform with the requirements of all
Federal and state laws relating to the sale of such securities. Neither the
Distributor nor any selected dealer, as defined in Section 7 hereof, nor any
other person is authorized by Corporation to give any information or to make
any representations, other than those contained in the registration statement
or related prospectus and statement of additional information and any sales
literature specifically approved by the Corporation.
c. The Distributor shall adopt and follow procedures, as
approved by the officers of the Corporation, for the confirmation of sales to
investors and selected dealers, the collection of amounts payable by investors
and selected dealers on such sales, and the cancellation of unsettled
transactions, as may be necessary to comply with the requirements of the
National
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Association of Securities Dealers, Inc. (the "NASD"), as such requirements may
from time to time exist.
Section 7. Selected Dealer Agreements.
a. The Distributor shall have the right to enter into
selected dealer agreements with securities dealers of its choice ("selected
dealers") for the sale of Class C Shares; provided, that the Corporation shall
approve the forms of agreements with dealers. Class C Shares sold to selected
dealers shall be for resale by such dealers only at net asset value determined
as set forth in Section 3(d) hereof. The form of agreement with selected
dealers to be used during the subscription period described in Section 3(a) is
attached hereto as Exhibit A and the form of agreement with selected dealers to
be used in the continuous offering of the Class C Shares is attached hereto as
Exhibit B.
b. Within the United States, the Distributor shall offer and
sell Class C Shares only to such selected dealers as are members in good
standing of the NASD.
Section 8. Payment of Expenses.
a. The Fund shall bear all costs and expenses of the Fund, as
incurred, including fees and disbursements of its counsel and auditors, in
connection with the preparation and filing of any required registration
statements and/or prospectuses and statements of additional information under
the Investment Company Act, the Securities Act, and all amendments and
supplements thereto, and preparing and mailing annual and interim reports and
proxy materials to Class C shareholders (including but not limited to the
expense of setting in type any such registration statements, prospectuses,
statements of additional information, annual or interim reports or proxy
materials).
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b. The Distributor shall be responsible for any payments made
to selected dealers as reimbursement for their expenses associated with
payments of sales commissions to financial consultants. In addition, after the
prospectuses, statements of additional information and annual and interim
reports have been prepared and set in type, the Distributor shall bear the
costs and expenses of printing and distributing any copies thereof to be used
in connection with the offering of Class C Shares to selected dealers or
investors pursuant to this Agreement. The Distributor shall bear the costs and
expenses of preparing, printing and distributing any other literature used by
the Distributor or furnished by it for use by selected dealers in connection
with the offering of the Class C Shares for sale to the public and any expenses
of advertising incurred by the Distributor in connection with such offering. It
is understood and agreed that so long as the Fund's Class C Shares Distribution
Plan pursuant to Rule 12b-1 under the Investment Company Act remains in effect,
any expenses incurred by the Distributor hereunder may be paid from amounts
recovered by it from the Fund under such Plan.
c. The Fund shall bear the cost and expenses of qualification
of the Class C Shares for sale pursuant to this Agreement and, if necessary or
advisable in connection therewith, of qualifying the Corporation as a broker or
dealer in such states of the United States or other jurisdictions as shall be
selected by the Corporation and the Distributor pursuant to Section 5(c) hereof
and the cost and expenses payable to each such state for continuing
qualification therein until the Fund decides to discontinue such qualification
pursuant to Section 5(c) hereof.
Section 9. Indemnification.
a. The Fund shall indemnify and hold harmless the Distributor
and each person, if any, who controls the Distributor against any loss,
liability, claim, damage or expense (including the
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reasonable cost of investigating or defending any alleged loss, liability,
claim, damage or expense and reasonable counsel fees incurred in connection
therewith), as incurred, arising by reason of any person acquiring any Class C
Shares, which may be based upon the Securities Act, or on any other statute or
at common law, on the ground that the registration statement or related
prospectus and statement of additional information, as from time to time
amended and supplemented, or an annual or interim report to the Fund's Class C
shareholders, includes an untrue statement of a material fact or omits to state
a material fact required to be stated therein or necessary in order to make the
statements therein not misleading, unless such statement or omission was made
in reliance upon, and in conformity with, information furnished to the Fund in
connection therewith by or on behalf of the Distributor; provided, however,
that in no case (i) is the indemnity of the Fund in favor of the Distributor
and any such controlling persons to be deemed to protect such Distributor or
any such controlling persons thereof against any liability to the Fund or its
security holders to which the Distributor or any such controlling persons would
otherwise be subject by reason of willful misfeasance, bad faith or gross
negligence in the performance of their duties or by reason of the reckless
disregard of their obligations and duties under this Agreement; or (ii) is the
Fund to be liable under its indemnity agreement contained in this paragraph
with respect to any claim made against the Distributor or any such controlling
persons, unless the Distributor or such controlling persons, as the case may
be, shall have notified the Fund in writing within a reasonable time after the
summons or other first legal process giving information of the nature of the
claim shall have been served upon the Distributor or such controlling persons
(or after the Distributor or such controlling persons shall have received
notice of such service on any designated agent), but failure to notify the Fund
of any
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such claim shall not relieve it from any liability that it may have to the
person against whom such action is brought otherwise than on account of its
indemnity agreement contained in this paragraph. The Fund will be entitled to
participate at its own expense in the defense or, if it so elects, to assume
the defense of any suit brought to enforce any such liability, but if the Fund
elects to assume the defense, such defense shall be conducted by counsel chosen
by it and satisfactory to the Distributor or such controlling person or
persons, defendant or defendants in the suit. In the event the Fund elects to
assume the defense of any such suit and retain such counsel, the Distributor or
such controlling person or persons, defendant or defendants in the suit shall
bear the fees and expenses, as incurred, of any additional counsel retained by
them, but in case the Fund does not elect to assume the defense of any such
suit, it will reimburse the Distributor or such controlling person or persons,
defendant or defendants in the suit, for the reasonable fees and expenses, as
incurred, of any counsel retained by them. The Fund shall promptly notify the
Distributor of the commencement of any litigation or proceedings against it or
any of its officers or Directors in connection with the issuance or sale of any
of the Class C Shares.
b. The Distributor shall indemnify and hold harmless the
Corporation and each of its Directors and officers, the Fund, and each person,
if any, who controls the Corporation against any loss, liability, claim, damage
or expense, as incurred, described in the foregoing indemnity contained in
subsection (a) of this Section, but only with respect to statements or
omissions made in reliance upon, and in conformity with, information furnished
to the Fund in writing by or on behalf of the Distributor for use in connection
with the registration statement or related prospectus and statement of
additional information, as from time to time amended, or the annual
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or interim reports to Class C shareholders. In case any action shall be
brought against the Corporation or any person so indemnified, in respect of
which indemnity may be sought against the Distributor, the Distributor shall
have the rights and duties given to the Corporation, and the Corporation and
each person so indemnified shall have the rights and duties given to the
Distributor by the provisions of subsection (a) of this Section 9.
Section 10. Fee-Based Programs Offered by the Fund's
Investment Adviser or Its Affiliates. In connection with certain fee-based
programs offered by the Fund's investment adviser or its affiliates, the
Distributor and its affiliates are authorized to offer and sell shares of the
Fund, as agent for the Corporation, to participants in such program. The terms
of this Agreement shall apply to such sales, including terms as to the offering
price of Class A Shares, the proceeds to be paid to the Fund, the duties of the
Distributor, the payment of expenses and indemnification obligations of the Fund
and the Distributor.
Section 11. Duration and Termination of this Agreement.
This Agreement shall become effective as of the date first above written and
shall remain in force for two years and thereafter, but only for so long as
such continuance is specifically approved at least annually by (i) the
Directors or by the vote of a majority of the outstanding Class C voting
securities of the Fund and (ii) by the vote of a majority of those Directors
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.
This Agreement may be terminated at any time, without the
payment of any penalty, by the Directors or by vote of a majority of the
outstanding Class C voting securities of the Fund, or
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by the Distributor, on sixty days' written notice to the other party. This
Agreement shall automatically terminate in the event of its assignment.
The terms "vote of a majority of the outstanding voting
securities," "assignment," "affiliated person" and "interested person," when
used in this Agreement, shall have the respective meanings specified in the
Investment Company Act.
Section 12. Amendments of this Agreement. This Agreement may
be amended by the parties only if such amendment is specifically approved by
(i) the Directors or by the vote of a majority of outstanding Class C voting
securities of the Fund and (ii) by the vote of a majority of those Directors
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.
Section 13. Governing Law. The provisions of this Agreement
shall be construed and interpreted in accordance with the laws of the State of
New York as at the time in effect and the applicable provisions of the
Investment Company Act. To the extent that the applicable law of the State of
New York, or any of the provisions herein, conflict with the applicable
provisions of the Investment Company Act, the latter shall control.
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IN WITNESS WHEREOF, the parties hereto have executed
this Agreement as of the day and year first above written.
MERCURY ASSET MANAGEMENT FUNDS, INC.
on behalf of its series,
MERCURY U.S. LARGE CAP FUND
By
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Title:
MERCURY FUNDS DISTRIBUTOR, a division of
PRINCETON FUNDS DISTRIBUTOR, INC.
By
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Title:
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EXHIBIT A
MERCURY ASSET MANAGEMENT FUNDS, INC.
ON BEHALF OF ITS SERIES,
MERCURY U.S. LARGE CAP FUND
CLASS C SHARES OF COMMON STOCK
SELECTED DEALER AGREEMENT
FOR SUBSCRIPTION PERIOD
Ladies and Gentlemen:
Mercury Funds Distributor, a division of Princeton Funds Distributor, Inc.
(the "Distributor") has an agreement with Mercury Asset Management Funds, Inc.,
a Maryland corporation (the "Corporation"), on behalf of its series, Mercury
U.S. Large Cap Fund (the "Fund"), pursuant to which it acts as the distributor
for the sale of Class C shares of common stock of the Fund, par value $0.0001
per share (herein referred to as "Class C Shares"), and as such has the right to
distribute Class C Shares for resale. The Corporation is an open-end investment
company registered under the Investment Company Act of 1940, as amended, and its
Class C Shares being offered to the public are registered under the Securities
Act of 1933, as amended (the "Securities Act"). Such Class C Shares and certain
of the terms on which they are being offered are more fully described in the
enclosed Prospectus and Statement of Additional Information. You, ▇▇▇▇▇▇▇ Lynch,
Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, have received a copy of the Class C Shares
Distribution Agreement (the "Distribution Agreement") between ourself and the
Corporation and reference is made herein to certain provisions of such
Distribution Agreement. This Agreement relates solely to the subscription period
described in Section 3(a) of such Distribution Agreement. Subject to the
foregoing, as principal, we offer to sell to you, as a member of the Selected
Dealers Group, Class C Shares upon the following terms and conditions:
1. The subscription period referred to in Section 3(a) of the Distribution
Agreement will continue through __________ __, 19__. The subscription period may
be extended upon agreement between the Fund and the Distributor. Subject to the
provisions of such Section and the conditions contained herein, we will sell to
you on the third business day following the termination of the subscription
period, or such other date as we may advise (the "Closing Date"), such number of
Class C Shares as to which you have placed orders with us not later than 5:00
P.M. on the second full business day preceding the Closing Date.
2. In all sales of these Class C Shares to the public you shall act as
dealer for your own account, and in no transaction shall you have any authority
to act as agent for the Corporation, the Fund, for us or for any other member of
the Selected Dealers Group, except in connection with the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mutual
Fund Adviser program and such other special
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programs as we from time to time agree, in which case you shall have authority
to offer and sell Class A Shares, as agent for the Corporation, to participants
in such program.
3. You shall not place orders for any of the Class C Shares unless you
have already received purchase orders for such Class C Shares at the applicable
public offering prices and subject to the terms hereof and of the Distribution
Agreement. All orders are subject to acceptance by the Distributor or the
Corporation in the sole discretion of either. The minimum initial and subsequent
purchase requirements are as set forth in the Prospectus, as amended from time
to time. You agree that you will not offer or sell any of the Class C Shares
except under circumstances that will result in compliance with the applicable
Federal and state securities laws and that in connection with sales and offers
to sell Class C Shares you will furnish to each person to whom any such sale or
offer is made a copy of the Prospectus and, if requested, the Statement of
Additional Information (as then amended or supplemented) within three business
days of receipt of request, and will not furnish to any person any information
relating to the Class C Shares that is inconsistent in any respect with the
information contained in the Prospectus and Statement of Additional Information
(as then amended or supplemented) or cause any advertisement to be published in
any newspaper or posted in any public place without our consent and the consent
of the Corporation.
4. Payment for Class C Shares purchased by you is to be made by certified
or official bank check at the office of Mercury Funds Distributor, a division of
Princeton Funds Distributor, Inc., ▇.▇. ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇-▇▇▇▇, on such date as we may advise, in New York Clearing House funds
payable to the order of Mercury Funds Distributor, a division of Princeton Funds
Distributor, Inc., or by federal funds wire transfer, against delivery by us of
non-negotiable share deposit receipts ("Receipts") issued by Financial Data
Services, Inc., as shareholder servicing agent, acknowledging the deposit with
it of the Class C Shares so purchased by you. You agree that as promptly as
practicable after the delivery of such Class C Shares you will issue appropriate
written transfer instructions to the Corporation or to the shareholder servicing
agent as to the purchasers to whom you sold the Class C Shares.
5. No person is authorized to make any representations concerning Class C
Shares except those contained in the current Prospectus and Statement of
Additional Information of the Fund and in such printed information subsequently
issued by us or the Fund as information supplemental to such Prospectus and
Statement of Additional Information. In purchasing Class C Shares through us you
shall rely solely on the representations contained in the Prospectus and
Statement of Additional Information and supplemental information above
mentioned. Any printed information that we furnish you other than the Fund's
Prospectus and Statement of Additional Information, periodic reports and proxy
solicitation material are our sole responsibility and not the responsibility of
the Corporation or the Fund, and you agree that the Corporation and the Fund
shall have no liability or responsibility to you in these respects unless
expressly assumed in connection therewith.
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6. You agree to deliver to each of the purchasers making purchases from
you a copy of the then current Prospectus at or prior to the time of offering or
sale and, if requested, the Statement of Additional Information within three
business days of receipt of request, and you agree thereafter to deliver to such
purchasers copies of the annual and interim reports and proxy solicitation
materials of the Fund. You further agree to endeavor to obtain proxies from such
purchasers. Additional copies of the Prospectus and Statement of Additional
Information, annual or interim reports and proxy solicitation materials of the
Fund will be supplied to you in reasonable quantities upon request.
7. We reserve the right in our discretion, without notice, to suspend
sales or withdraw the offering of Class C Shares entirely. Each party hereto has
the right to cancel this Agreement upon notice to the other party.
8. We shall have full authority to take such action as we may deem
advisable in respect of all matters pertaining to the subscription offering. We
shall be under no liability to you except for lack of good faith and for
obligations expressly assumed by us herein. Nothing contained in this paragraph
is intended to operate as, and the provisions of this paragraph shall not in any
way whatsoever constitute, a waiver by you of compliance with any provision of
the Securities Act, or of the rules and regulations of the Securities and
Exchange Commission issued thereunder.
9. You represent that you are a member of the National Association of
Securities Dealers, Inc. and, with respect to any sales in the United States, we
both hereby agree to abide by the Conduct Rules of such Association.
10. Upon application to us, we will inform you as to the states in which
we believe the Class C Shares have been qualified for sale under, or are exempt
from the requirements of, the respective securities laws of such states, but we
assume no responsibility or obligation as to your right to sell Class C Shares
in any jurisdiction. We will file with the Department of State in New York a
Further State Notice with respect to the Class C Shares, if necessary.
11. All communications to us should be sent to the address below. Any
notice to you shall be duly given if mailed or telegraphed to you at the address
specified by you below.
12. You agree that you will not sell any Class C Shares to any account
over which you exercise discretionary authority.
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13. This Agreement shall terminate at the close of business on the Closing
Date, unless earlier terminated, provided, however, this Agreement shall
continue after termination for the purpose of settlement of accounts hereunder.
MERCURY FUNDS DISTRIBUTOR, a division of
PRINCETON FUNDS DISTRIBUTOR, INC.
By
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Title:
Please return one signed copy
of this Agreement to:
MERCURY FUNDS DISTRIBUTOR, a division of
PRINCETON FUNDS DISTRIBUTOR, INC.
▇.▇. ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Accepted:
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(Authorized Signature)
Firm Name:
--------------------------
By:
---------------------------------
Title:
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Address:
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Date:
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EXHIBIT B
MERCURY ASSET MANAGEMENT FUNDS, INC.
ON BEHALF OF ITS SERIES,
MERCURY U.S. LARGE CAP FUND
CLASS C SHARES OF COMMON STOCK
SELECTED DEALER AGREEMENT
Ladies and Gentlemen:
Mercury Funds Distributor, a division of Princeton Funds Distributor, Inc.
(the "Distributor") has an agreement with Mercury Asset Management Funds, Inc.,
a Maryland corporation (the "Corporation"), on behalf of its series, Mercury
U.S. Large Cap Fund (the "Fund"), pursuant to which it acts as the distributor
for the sale of Class C shares of common stock of the Fund, par value $0.0001
per share (herein referred to as the "Class C Shares"), and as such has the
right to distribute Class C Shares for resale. The Corporation is an open-end
investment company registered under the Investment Company Act of 1940, as
amended, and its Class C Shares being offered to the public are registered under
the Securities Act of 1933, as amended (the "Securities Act"). You,
___________________, have received a copy of the Class C Shares Distribution
Agreement (the "Distribution Agreement") between ourself and the Corporation
and reference is made herein to certain provisions of such Distribution
Agreement. The terms "Prospectus" and "Statement of Additional Information" as
used herein refer to the prospectus and statement of additional information,
respectively, on file with the Securities and Exchange Commission (the
"Commission") which is part of the most recent effective registration statement
pursuant to the Securities Act. We offer to sell to you, as a member of the
Selected Dealers Group, Class C Shares upon the following terms and conditions:
1. In all sales of the Class C Shares to the public, you shall act as
dealer for your own account and in no transaction shall you have any authority
to act as agent for the Corporation, the Fund, for us or for any other member of
the Selected Dealers Group, except in connection with the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mutual
Fund Adviser program and such other special programs as we from time to time
agree, in which case you shall have authority to offer and sell Class C Shares,
as agent for the Corporation, to participants in such program.
2. Orders received from you will be accepted through us only at the public
offering price applicable to each order, as set forth in the current Prospectus
and Statement of Additional Information of the Fund. The procedure relating to
the handling of orders shall be subject to Section 4 hereof and instructions
that we or the Corporation shall forward from time to time to you. All orders
are subject to acceptance or rejection by the Distributor or the Corporation in
the sole discretion of either. The minimum initial and subsequent purchase
requirements are as set forth in the current Prospectus and Statement of
Additional Information of the Fund.
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3. You shall not place orders for any of the Class C Shares unless you
have already received purchase orders for such Class C Shares at the applicable
public offering prices and subject to the terms hereof and of the Distribution
Agreement. You agree that you will not offer or sell any of the Class C Shares
except under circumstances that will result in compliance with the applicable
Federal and state securities laws and that in connection with sales and offers
to sell Class C Shares you will furnish to each person to whom any such sale or
offer is made a copy of the Prospectus and, if requested, the Statement of
Additional Information (as then amended or supplemented) within three business
days of receipt of request and will not furnish to any person any information
relating to the Class C Shares that is inconsistent in any respect with the
information contained in the Prospectus and Statement of Additional Information
(as then amended or supplemented) or cause any advertisement to be published in
any newspaper or posted in any public place without our consent and the consent
of the Corporation.
4. As a selected dealer, you are hereby authorized (i) to place orders
directly with the Corporation for Class C Shares to be resold by us to you
subject to the applicable terms and conditions governing the placement of orders
by us set forth in Section 3 of the Distribution Agreement and (ii) to tender
Class C Shares directly to the Corporation or its agent for redemption subject
to the applicable terms and conditions set forth in Section 4 of the
Distribution Agreement.
5. You shall not withhold placing orders received from your customers so
as to profit yourself as a result of such withholding, e.g., by a change in the
"net asset value" from that used in determining the offering price to your
customers.
6. No person is authorized to make any representations concerning Class C
Shares except those contained in the current Prospectus and Statement of
Additional Information of the Fund and in such printed information subsequently
issued by us or the Fund as information supplemental to such Prospectus and
Statement of Additional Information. In purchasing Class C Shares through us you
shall rely solely on the representations contained in the Prospectus and
Statement of Additional Information and supplemental information above
mentioned. Any printed information which we furnish you other than the Fund's
Prospectus, Statement of Additional Information, periodic reports and proxy
solicitation material is our sole responsibility and not the responsibility of
the Corporation or the Fund, and you agree that the Corporation and the Fund
shall have no liability or responsibility to you in these respects unless
expressly assumed in connection therewith.
7. You agree to deliver to each of the purchasers making purchases from
you a copy of the then current Prospectus at or prior to the time of offering or
sale and, if requested, the Statement of Additional Information within three
business days of receipt of request, and you agree thereafter to deliver to such
purchasers copies of the annual and interim reports and proxy solicitation
materials of the Fund. You further agree to endeavor to obtain proxies from such
purchasers. Additional copies of the Prospectus and Statement of Additional
Information, annual
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or interim reports and proxy solicitation materials of the Fund will be supplied
to you in reasonable quantities upon request.
8. We reserve the right in our discretion, without notice, to suspend
sales or withdraw the offering of Class C Shares entirely or to certain persons
or entities in a class or classes specified by us. Each party hereto has the
right to cancel this Agreement upon notice to the other party.
9. We shall have full authority to take such action as we may deem
advisable in respect of all matters pertaining to the continuous offering. We
shall be under no liability to you except for lack of good faith and for
obligations expressly assumed by us herein. Nothing contained in this paragraph
is intended to operate as, and the provisions of this paragraph shall not in any
way whatsoever constitute, a waiver by you of compliance with any provision of
the Securities Act or of the rules and regulations of the Commission issued
thereunder.
10. You represent that you are a member of the National Association of
Securities Dealers, Inc. and, with respect to any sales in the United States, we
both hereby agree to abide by the Conduct Rules of such Association.
11. Upon application to us, we will inform you as to the states in which
we believe the Class C Shares have been qualified for sale under, or are exempt
from the requirements of, the respective securities laws of such states, but we
assume no responsibility or obligation as to your right to sell Class C Shares
in any jurisdiction. We will file with the Department of State in New York a
Further State Notice with respect to the Class C Shares, if necessary.
12. All communications to us should be sent to the address below. Any
notice to you shall be duly given if mailed or telegraphed to you at the address
specified by you below.
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13. Your first order placed pursuant to this Agreement for the purchase of
Class C Shares will represent your acceptance of this Agreement.
MERCURY FUNDS DISTRIBUTOR, a division of
PRINCETON FUNDS DISTRIBUTOR, INC.
By:
---------------------------------------
Title:
------------------------------------
Please return one signed copy
of this Agreement to:
MERCURY FUNDS DISTRIBUTOR, a division of
PRINCETON FUNDS DISTRIBUTOR, INC.
▇.▇. ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Accepted:
--------------------------------
(Authorized Signature)
Firm Name:
----------------------
By:
-----------------------------
Title:
--------------------------
Address:
------------------------
--------------------------------
Date:
---------------------------
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