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EXHIBIT 5(a)
CLASS I 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 I
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 I shares of common stock in the Fund (sometimes herein referred to as
"Class I Shares") to eligible investors (as defined below) and hereby agrees
during the term of this Agreement to sell the Class I 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 I 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 I
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 I 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 I
Shares from the Fund shall not apply to Class I 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 I shares of any such
company.
c. Such exclusive rights also shall not apply to Class I 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 I Shares issued by
the Fund pursuant to any conversion, exchange or reinstatement privilege
afforded redeeming shareholders or to any other Class I Shares as shall be
agreed between the Corporation and the Distributor from time to time.
Section 3. Purchase of Class I Shares from the Corporation.
a. Prior to the continuous offering of the Class I Shares, commencing on a
date agreed upon by the Corporation and the Distributor, it is contemplated that
the Distributor will solicit subscriptions for Class I 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 I Shares and thereafter the Distributor shall have the right to buy
from the Corporation the Class I Shares needed, but not more than the Class I
Shares needed (except for clerical errors in transmission) to fill unconditional
orders for Class I Shares placed with the Distributor by eligible investors or
securities dealers. Investors eligible to purchase Class I 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 I Shares ("eligible
investors"). The price that the Distributor shall pay for the Class I Shares so
purchased from the Fund shall be the net asset value, determined as set forth in
Section 3(e) hereof, used in determining the public offering price on which such
orders were based.
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c. The Class I Shares are to be resold by the Distributor to eligible
investors at the public offering price, 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 public offering price(s) of the Class I Shares, i.e., the price per
share at which the Distributor or selected dealers may sell Class I Shares to
eligible investors, shall be the public offering price as set forth in the
prospectus and statement of additional information relating to such Class I
Shares, but not to exceed the net asset value at which the Distributor is to
purchase the Class I Shares, plus a sales charge not to exceed 5.25% of the
public offering price (5.54% of the net amount invested), subject to reductions
for volume purchases. Class I Shares may be sold to certain Directors, officers
and employees of the Corporation, directors and employees of ▇▇▇▇▇▇▇ ▇▇▇▇▇ &
Co., Inc. and its subsidiaries, and to certain other persons described in the
prospectus and statement of additional information, without a sales charge or at
a reduced sales charge, upon terms and conditions set forth in the prospectus
and statement of additional information. If the public offering price does not
equal an even cent, the public offering price may be adjusted to the nearest
cent. All payments to the Fund hereunder shall be made in the manner set forth
in Section 3(g).
e. The net asset value of the Class I 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.
f. The Corporation shall have the right to suspend the sale of Class I
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 I Shares if trading on the New
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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 I Shares.
g. The Corporation, or any agent of the Corporation designated in writing
by the Corporation, shall be promptly advised of all purchase orders for Class I
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 I Shares from eligible investors. 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 I 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).
Section 4. Repurchase or Redemption of Class I Shares by the Corporation.
a. Any of the outstanding Class I Shares may be tendered for redemption at
any time, and the Fund agrees to repurchase or redeem the Class I 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 I Shares shall be equal to the net asset value
calculated in accordance with the provisions of Section 3(e) 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
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information relating to the Fund. All payments by the Fund hereunder shall be
made in the manner set forth below. The redemption or repurchase by the Fund of
any of the Class I Shares purchased by or through the Distributor will not
affect the sales charge secured by the Distributor or any selected dealer in the
course of the original sale, except that if any Class I Shares are tendered for
redemption or repurchase within seven business days after the date of the
confirmation of the original purchase, the right to the sales charge shall be
forfeited by the Distributor and the selected dealer that sold such Class I
Shares.
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 I 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 I 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 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.
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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 I
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 I shareholders, all necessary action to
fix the number of authorized Class I 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 I 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 I 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 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.
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Section 6. Duties of the Distributor.
a. The Distributor shall devote reasonable time and effort to effect sales
of Class I Shares but shall not be obligated to sell any specific number of
Class I 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 I 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 eligible investors
and selected dealers, the collection of amounts payable by eligible 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 Association of Securities Dealers, Inc. (the "NASD"), as such
requirements may from time to time exist.
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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 I Shares and fix therein the portion of the sales charge that may
be allocated to the selected dealers; provided, that the Corporation shall
approve the forms of agreements with dealers and the dealer compensation set
forth therein. Class I Shares sold to selected dealers shall be for resale by
such dealers only at the public offering price(s) set forth in the prospectus
and statement of additional information. 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 I Shares is attached hereto as
Exhibit B.
b. Within the United States, the Distributor shall offer and sell Class I
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 I
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 I Shares to selected dealers or eligible 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 I Shares for sale to eligible investors and any expenses of
advertising incurred by the Distributor in connection with such offering.
c. The Fund shall bear the cost and expenses of qualification of the Class
I 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 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 I Shares, which may be based upon the Securities Act,
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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 I 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 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
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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 I 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 or interim reports to Class I 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
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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 I 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 I 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 I
voting securities of the Fund, or by the Distributor, on sixty days' written
notice to the other party. This Agreement shall automatically terminate in the
event of its assignment.
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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 I 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
-------------------------------------
Title:
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EXHIBIT A
MERCURY ASSET MANAGEMENT FUNDS, INC.
ON BEHALF OF ITS SERIES,
MERCURY U.S. LARGE CAP FUND
CLASS I 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 I shares of common stock of the Fund, par value $0.0001
per share (herein referred to as "Class I Shares") and as such has the right to
distribute Class I Shares for resale. The Corporation is an open-end investment
company registered under the Investment Company Act of 1940, as amended (the
"Investment Company Act"), and the Class I Shares are registered under the
Securities Act of 1933, as amended (the "Securities Act"). The Class I 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 I 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 I Shares for resale to investors identified in
the Prospectus and Statement of Additional Information as eligible to purchase
Class I Shares ("eligible investors") upon the following terms and conditions:
1. The subscription period referred to in Section 3(a) of the Distribution
Agreement will continue through ___________ 199_. 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 I 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 I Shares to eligible investors, 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 I Shares, as agent for the Corporation, to participants
in such program.
3. Except as provided in Paragraph 4, below, the public offering prices,
sales charges and the related Selected Dealers' concession are as follows:
Subscription Period
-------------------
Securities Dealers'
Sales Charge Concession
------------ ----------
Percentage* Percentage*
Public of Public of Public
Offering Dollar Offering Dollar Offering
Price Amount Price Amount Price
----- ------ ----- ------ -----
Less than $25,000..................... $10.554 $.554 5.25% $.554 5.25%
$25,000 but less than $50,000......... 10.499 .499 4.75 .499 4.75
$50,000 but less than $100,000........ 10.417 .417 4.00 .417 4.00
$100,000 but less than $250,000....... 10.309 .309 3.00 .309 3.00
$250,000 but less than $1,000,000..... 10.204 .204 2.00 .204 2.00
$1,000,000 and over**................. 10.000 .000 0.00 .000 0.00
------------------
* Rounded to the nearest one-hundredth percent.
** Initial sales charges may be waived for certain classes of offers as set
forth in the Prospectus and Statement of Additional Information of the Fund.
Such purchases may be subject to a contingent deferred sales charge as set forth
in the Prospectus and Statement of Additional Information.
The proceeds per Class I Share to the Fund from the sale of all shares sold
during the subscription period will be $10.00.
The term "purchase" refers to a single purchase by an individual, or to
concurrent purchases, which in the aggregate are at least equal to the
prescribed amounts, by an individual, his spouse and their children under the
age of 21 years purchasing Class I Shares for his or their own account and to
single purchases by a trustee or other fiduciary purchasing Class I Shares for a
single trust estate or single fiduciary account although more than one
beneficiary is involved. The term "purchase" also includes purchases by any
"company" as that term is defined in the Investment Company Act, but does not
include purchases by any such company that has not been in existence for at
least six months or has no purpose other than the purchase of Class I Shares or
shares of the registered investment companies at a discount; provided, however,
that it shall not include purchases by any group of individuals whose sole
organizational nexus is that the participants therein are credit cardholders of
a company, policyholders of an insurance company, customers of either a bank or
broker-dealer or clients of an investment adviser.
The reduced sales charges are applicable through a right of accumulation
under which certain eligible investors are permitted to purchase Class I Shares
at the offering price applicable to the total of (a) the dollar amount then
being purchased plus (b) an amount equal to the then current net asset value or
cost, whichever is higher, of the purchaser's combined holdings of the
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Class I, Class A, Class B and Class C shares of the Fund and of any other
open-end investment company advised by Mercury Asset Management International,
Ltd., or an affiliate thereof (together, "Mercury-advised mutual funds"). For
any such right of accumulation to be made available, the Distributor must be
provided at the time of purchase, by the purchaser or you, with sufficient
information to permit confirmation of qualification, and acceptance of the
purchase order is subject to such confirmation.
The reduced sales charges are applicable to purchases aggregating $25,000
or more of Class I shares or of Class A shares or of shares of any other
Mercury-advised mutual fund made through you within a thirteen-month period
starting with the first purchase pursuant to a Letter of Intent in the form
provided in the Prospectus. A purchase not originally made pursuant to a Letter
of Intent may be included under a subsequent letter executed within 90 days of
such purchase if the Distributor is informed in writing of this intent within
such 90-day period. If the intended amount of shares is not purchased within the
thirteen-month period, an appropriate price adjustment will be made pursuant to
the terms of the Letter of Intent.
You agree to advise us promptly at our request as to amounts of any sales
made by you to eligible investors qualifying for reduced sales charges. Further
information as to the reduced sales charges pursuant to the right of
accumulation or a Letter of Intent is set forth in the Prospectus and Statement
of Additional Information.
4. You shall not place orders for any of the Class I Shares unless you
have already received purchase orders for such Class I 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 I 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 I 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 I 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.
5. All Class I Shares purchased by Selected Dealers will be delivered in
the first instance at a settlement price computed on the basis of all sales
having been made in a purchase (as such term is defined above) involving a
public offering price of less than $25,000. All sales to you will be deemed to
have been made in such a transaction unless within 30 days after the Closing
Date you furnish to us, on forms supplied by us for the purpose, a statement
acceptable to us setting forth sales in purchases involving a public offering
price of $25,000 or more, in
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which case we will compute such Selected Dealers' concessions on the basis of
the information set forth in such statement.
6. Payment for Class I 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 I Shares so purchased by you. You agree that as promptly as
practicable after the delivery of such Class I 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 I Shares.
7. If any Class I Shares sold to you under the terms of this Agreement are
repurchased by the Corporation or by us for the account of the Corporation or
are tendered for redemption within seven business days after the Closing Date,
it is agreed that you shall forfeit your right to, and refund to us, any
discount received by you on such Class I Shares.
8. No person is authorized to make any representations concerning Class I
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 I 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.
9. 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.
10. We reserve the right in our discretion, without notice, to suspend
sales or withdraw the offering of Class I Shares entirely. Each party hereto has
the right to cancel this Agreement upon notice to the other party.
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20
11. 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.
12. 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.
13. Upon application to us, we will inform you as to the states in which
we believe the Class I 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 I Shares
in any jurisdiction. We will file with the Department of State in New York a
Further State Notice with respect to the Class I Shares, if necessary.
14. 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.
15. You agree that you will not sell any Class I Shares to any account
over which you exercise discretionary authority.
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16. 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 Section 7 hereof and for the
purpose of settlement of accounts hereunder.
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:
-----------------------------
6
22
EXHIBIT B
MERCURY ASSET MANAGEMENT FUNDS, INC.
ON BEHALF OF ITS SERIES,
MERCURY U.S. LARGE CAP FUND
CLASS I 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 I shares of common stock of the Fund, par value $0.0001
per share (herein referred to as "Class I Shares"), and as such has the right to
distribute Class I Shares for resale. The Corporation is an open-end investment
company registered under the Investment Company Act of 1940, as amended (the
"Investment Company Act"), and the Class I Shares are registered under the
Securities Act of 1933, as amended (the "Securities Act"). You,_________________
_______ , have received a copy of the Class I 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" 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 I Shares
for resale to investors identified in the Prospectus and Statement of Additional
Information as eligible to purchase Class I Shares ("eligible investors") upon
the following terms and conditions:
1. In all sales of Class I Shares to eligible investors, 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 I 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 5 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.
23
3. The sales charges for sales to eligible investors, computed as
percentages of the public offering price and the amount invested, and the
related discount to Selected Dealers are as follows:
Sales Charge as Discount to
Sales Charge As Percentage* of the Selected Dealers as
Percentage of the Net Amount Percentage of the
Amount of Purchase Offering Price Invested Offering Price
------------------ -------------- -------- --------------
Less than $25,000..................... 5.25% 5.54% 5.00%
$25,000 but less than $50,000......... 4.75 4.99 4.50
$50,000 but less than $100,000........ 4.00 4.17 3.75
$100,000 but less than $250,000....... 3.00 3.09 2.75
$250,000 but less than $1,000,000..... 2.00 2.04 1.80
$1,000,000 and over**................. 0.00 0.00 0.00
-------------------
* Rounded to the nearest one-hundredth percent.
** Initial sales charges may be waived for certain classes of offerees as set
forth in the current Prospectus and Statement of Additional Information of
the Fund. Such purchases may be subject to a contingent deferred sales
charge as set forth in the current Prospectus and Statement of Additional
Information.
The term "purchase" refers to a single purchase by an individual, or to
concurrent purchases, which in the aggregate are at least equal to the
prescribed amounts, by an individual, his spouse and their children under the
age of 21 years purchasing Class I Shares for his or their own account and to
single purchases by a trustee or other fiduciary purchasing Class I Shares for a
single trust estate or single fiduciary account although more than one
beneficiary is involved. The term "purchase" also includes purchases by any
"company" as that term is defined in the Investment Company Act but does not
include purchases by any such company that has not been in existence for at
least six months or which has no purpose other than the purchase of Class I
Shares of the Fund or Class I shares of other registered investment companies at
a discount; provided, however, that it shall not include purchases by any group
of individuals whose sole organizational nexus is that the participants therein
are credit cardholders of a company, policyholders of an insurance company,
customers of either a bank or broker-dealer or clients of an investment adviser.
The reduced sales charges are applicable through a right of accumulation
under which certain eligible investors are permitted to purchase Class I Shares
at the offering price applicable to the total of (a) the dollar amount then
being purchased plus (b) an amount equal to the then current net asset value or
cost, whichever is higher, of the purchaser's combined holdings of Class I,
Class A, Class B and Class C shares of the Fund and of any other series of the
Corporation (each, a "Mercury Fund"). For any such right of accumulation to be
made available, the Distributor must be provided at the time of purchase, by the
purchaser or you, with sufficient information to permit confirmation of
qualification, and acceptance of the purchase order is subject to such
confirmation.
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The reduced sales charges are applicable to purchases aggregating $25,000
or more of Class I shares or of Class A shares of any other Mercury Fund made
through you within a thirteen-month period starting with the first purchase
pursuant to a Letter of Intent in the form provided in the Prospectus. A
purchase not originally made pursuant to a Letter of Intent may be included
under a subsequent letter executed within 90 days of such purchase if the
Distributor is informed in writing of this intent within such 90-day period. If
the intended amount of shares is not purchased within the thirteen-month period,
an appropriate price adjustment will be made pursuant to the terms of the Letter
of Intent.
You agree to advise us promptly at our request as to amounts of any sales
made by you to eligible investors qualifying for reduced sales charges. Further
information as to the reduced sales charges pursuant to the right of
accumulation or a Letter of Intent is set forth in the Prospectus and Statement
of Additional Information.
4. You shall not place orders for any of the Class I Shares unless you
have already received purchase orders for such Class I 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 I 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 I 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 I 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.
5. As a selected dealer, you are hereby authorized (i) to place orders
directly with the Corporation for Class I 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 subject to the
compensation provisions of Section 3 hereof and (ii) to tender Class I 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.
6. 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.
7. If any Class I Shares sold to you under the terms of this Agreement are
repurchased by the Corporation or by us for the account of the Corporation or
are tendered for redemption within seven business days after the date of the
confirmation of the original purchase by you, it is agreed that you shall
forfeit your right to, and refund to us, any discount received by you on such
Class I Shares.
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8. No person is authorized to make any representations concerning Class I
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 I 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, 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.
9. 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.
10. We reserve the right in our discretion, without notice, to suspend
sales or withdraw the offering of Class I 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.
11. 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 of 1933, as amended, or of the rules and regulations of the
Commission issued thereunder.
12. 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.
13. Upon application to us, we will inform you as to the states in which
we believe the Class I 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 I Shares
in any jurisdiction. We will file with the Department of State in New York a
Further State Notice with respect to the Class I Shares, if necessary.
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14. 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.
15. Your first order placed pursuant to this Agreement for the purchase of
Class I Shares will represent your acceptance of this Agreement.
MERCURY FUNDS DISTRIBUTOR, a division of
PRINCETON FUNDS DISTRIBUTOR, INC.
By:
-------------------------------
Title:
----------------------------
(Authorized Signature)
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:
-------------------------
5