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EXHIBIT 5(c)
CLASS B 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 Japan Capital 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 B
shares 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 B shares of common stock in the Fund (sometimes herein referred
to as "Class B Shares") to the public and hereby agrees during the term of this
Agreement to sell the Class B 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 B 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 B 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 B 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
B Shares from the Fund shall not apply to Class B 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 B
shares of any such company.
c. Such exclusive rights also shall not apply to Class B 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 B Shares
issued by the Fund pursuant to any conversion, exchange or reinstatement
privilege afforded redeeming shareholders or to any other Class B Shares as
shall be agreed between the Corporation and the Distributor from time to time.
Section 3. Purchase of Class B Shares from the Corporation.
a. Prior to the continuous offering of the Class B Shares, commencing
on a date agreed upon by the Corporation and the Distributor, it is
contemplated that the Distributor will solicit subscriptions for Class B 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 B Shares and thereafter the Distributor shall have the right
to buy from the Corporation the Class B Shares needed, but not more than the
Class B Shares needed (except for clerical errors in transmission) to fill
unconditional orders for Class B Shares placed with the Distributor by eligible
investors or securities dealers. Investors eligible to purchase Class B 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 B Shares.
The price that the Distributor shall pay for the Class B 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 B 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 B 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
B 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 B 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 B 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 B 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 B 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 B 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 B Shares by the
Corporation.
a. Any of the outstanding Class B Shares may be tendered for
redemption at any time, and the Fund agrees to repurchase or redeem the Class B
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 B 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(s) 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 B 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 B 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 B
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 B shareholders, all necessary action to
fix the number of authorized Class B 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 B 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 Class B 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 B Shares but shall not be obligated to sell any specific number
of Class B 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 B 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 B Shares; provided, that the Corporation shall approve the forms
of agreements with dealers. Class B 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 B Shares is attached hereto as Exhibit B.
b. Within the United States, the Distributor shall offer and sell
Class B 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 the Fund's 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 B 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 B 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 B 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 B 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 B 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 B
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 B
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 B 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 B 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 B 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
B 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 B 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 JAPAN CAPITAL FUND
By
--------------------------
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 JAPAN CAPITAL FUND
CLASS B 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 Japan Capital Fund (the "Fund") pursuant to which it acts as
the distributor for the sale of Class B shares of common stock of the Fund, par
value $0.0001 per share (herein referred to as "Class B Shares") and as such has
the right to distribute Class B Shares for resale. The Corporation is an
open-end investment company registered under the Investment Company Act of 1940,
as amended, and its Class B Shares being offered to the public are registered
under the Securities Act of 1933, as amended (the "Securities Act"). Class B
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, [name of selected dealer], have received a copy of the Class B 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 B 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 B 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 Class B 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
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from time to time agree, in which case you shall have authority to offer and
sell Class B Shares, as agent for the Corporation to participants in such
program.
3. You shall not place orders for any of the Class B Shares unless
you have already received purchase orders for such Class B 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 B
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 B 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 B 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 B Shares purchased by you is to be made by
certified or official bank check at the office of ▇▇▇▇▇▇▇ ▇▇▇▇▇ Funds
Distributor, Inc., ▇.▇. ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, on such date
as we may advise, in New York Clearing House funds payable to the order of
▇▇▇▇▇▇▇ ▇▇▇▇▇ 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 B Shares so purchased by
you. You agree that as promptly as practicable after the delivery of such Class
B 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 B Shares.
5. No person is authorized to make any representations concerning
Class B 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 B 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 B 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 B 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 B
Shares in any jurisdiction. We will file with the Department of State in New
York a Further State Notice with respect to the Class B 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 B 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
------------------------------------
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:
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Title:
------------------------------------
Address:
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Date:
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EXHIBIT B
MERCURY ASSET MANAGEMENT FUNDS, INC.
ON BEHALF OF ITS SERIES,
THE MERCURY JAPAN CAPITAL FUND
CLASS B 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 Japan Capital Fund (the "Fund"), pursuant to which it acts
as the distributor for the sale of Class B shares of common stock of the Fund,
par value $0.0001 per share (herein referred to as "Class B Shares") and as such
has the right to distribute Class B Shares for resale. The Corporation is an
open-end investment company registered under the Investment Company Act of 1940,
as amended, and the Class B Shares are registered under the Securities Act of
1933, as amended (the "Securities Act"). You, [name of selected dealer], have
received a copy of the Class B 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 B Shares upon the
following terms and conditions:
1. In all sales of Class B 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 B 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 B Shares unless
you have already received purchase orders for such Class B 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 B 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 B 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 B 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 B 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 B 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 B 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 B 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 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.
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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21
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 B 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 B 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 B
Shares in any jurisdiction. We will file with the Department of State in New
York a Further State Notice with respect to the Class B 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.
13. Your first order placed pursuant to this Agreement for the
purchase of Class B Shares will represent your acceptance of this Agreement.
MERCURY FUNDS DISTRIBUTOR, a division of
PRINCETON FUNDS DISTRIBUTOR, INC.
By:
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Title:
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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:
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By:
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Title:
---------------------------------
Address:
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-------------------------------
Date:
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