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EXHIBIT 5(b)
CLASS A 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 A
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 A shares of common stock in the Fund (sometimes herein referred to as
"Class A Shares") to the public and hereby agrees during the term of this
Agreement to sell the Class A 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 A 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 A
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 A 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 A
Shares from the Fund shall not apply to Class A 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 A shares of any such
company.
c. Such exclusive rights also shall not apply to Class A 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 A Shares issued by
the Fund pursuant to any conversion, exchange or reinstatement privilege
afforded redeeming shareholders or to any other Class A Shares as shall be
agreed between the Corporation and the Distributor from time to time.
Section 3. Purchase of Class A Shares from the Corporation.
a. Prior to the continuous offering of the Class A Shares, commencing on a
date agreed upon by the Corporation and the Distributor, it is contemplated that
the Distributor will solicit subscriptions for Class A 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 A Shares and thereafter the Distributor shall have the right to buy
from the Corporation the Class A Shares needed, but not more than the Class A
Shares needed (except for clerical errors in transmission) to fill unconditional
orders for Class A Shares placed with the Distributor by eligible investors or
securities dealers. Investors eligible to purchase Class A 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 such Class A Shares. The price that
the Distributor shall pay for the Class A 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 A Shares are to be resold by the Distributor to 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 A Shares, i.e., the price per
share at which the Distributor or selected dealers may sell Class A Shares to
the public shall be the public offering price as set forth in the prospectus and
statement of additional information relating to such Class A Shares, but not to
exceed the net asset value at which the Distributor is to purchase the Class A
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 A Shares may be sold to certain Directors, officers and employees of the
Corporation, directors and employees of Xxxxxxx Xxxxx & 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 A 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 A
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 A 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 A 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 A
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 A 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 A 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 A Shares by the Corporation.
a. Any of the outstanding Class A Shares may be tendered for redemption at
any time, and the Fund agrees to repurchase or redeem the Class A 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 A 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
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additional 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 A 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 A 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 A
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 A 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 A 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 A
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 A shareholders, all necessary action to
fix the number of authorized Class A 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 A 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 A 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 A Shares but shall not be obligated to sell any specific number of
Class A 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 A 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 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 A 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 A 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 A Shares is attached hereto as
Exhibit B.
b. Within the United States, the Distributor shall offer and sell Class A
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 A
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 A 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 A 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 Class A Shares Distribution Plan pursuant to Rule
12b-1 under the Investment Company Act remains in effect, any expenses incurred
by the Distributor hereunder in connection with account maintenance activities
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
A 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 A
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 A
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 A 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 A 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 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 A 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 A
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 A 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 A 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 A shares of common stock of the Fund, par value $0.0001
per share (herein referred to as "Class A Shares"), and as such has the right to
distribute Class A 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 its Class A Shares being offered to the public
are registered under the Securities Act of 1933, as amended (the "Securities
Act"). Such Class A 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, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated,
have received a copy of the Class A 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 A 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 A 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 A 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 Xxxxxxx Xxxxx Mutual
Fund Adviser program and such other special
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programs as we from time to time agree in which case you shall have authority to
offer and sell Class A Shares, as agent for the Corporation, to participants in
such program.
3. 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 A 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 A Shares for his or their own account and to
single purchases by a trustee or other fiduciary purchasing Class A 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 A 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 A 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 Class I,
Class A, Class B and Class C shares of the Fund and of any other series of the
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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.
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
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 A Shares unless you
have already received purchase orders for such Class A 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 A 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 A 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 A 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 A 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 which case we will compute such Selected Dealers'
concessions on the basis of the information set forth in such statement.
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19
6. Payment for Class A 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., X.X. Xxx 0000, Xxxxxxxxx, Xxx Xxxxxx
00000-0000, 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 A Shares so purchased by you. You agree that as promptly as
practicable after the delivery of such Class A 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 A Shares.
7. If any Class A 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 A Shares.
8. No person is authorized to make any representations concerning Class A
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 A 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 A Shares entirely. 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 subscription offering. We
shall be under no liability to
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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 A 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 A Shares
in any jurisdiction. We will file with the Department of State in New York a
Further State Notice with respect to the Class A 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 A Shares to any account
over which you exercise discretionary authority.
5
21
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.
X.X. Xxx 0000
Xxxxxxxxx, Xxx Xxxxxx 00000-0000
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 A 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 A shares of common stock of the
Fund, par value $0.0001 per share (herein referred to as "Class A Shares") and
as such has the right to distribute Class A 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 A Shares are
registered under the Securities Act of 1933, as amended (the "Securities Act").
You, ____________________, have received a copy of the Class A 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 A Shares upon the following terms and
conditions:
1. In all sales of Class A 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 Xxxxxxx Xxxxx
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 A
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:
Discount to
Sales Charge as Sales Charge as Selected Dealers as
Percentage* of Percentage* of the Percentage of the
Amount of Purchase the Offering Price Net Amount 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 will 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, that 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 A Shares for his or their own account and to
single purchases by a trustee or other fiduciary purchasing Class A 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 A Shares of
the Fund or Class A 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 arc permitted to purchase
Class A 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,"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.
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
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24
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 A Shares unless
you have already received purchase orders for such Class A 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 A 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 A 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 A 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 A 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 A
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 A 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 A Shares.
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8. No person is authorized to make any representations concerning
Class A 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 A
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 Funds 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 A 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, 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 A 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 A
Shares in any jurisdiction. We will file with the Department of State in New
York a Further State Notice with respect to the Class A Shares, if necessary.
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26
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 A Shares will represent your acceptance of this Agreement.
MERCURY FUNDS DISTRIBUTOR, a division of
PRINCETON FUNDS DISTRIBUTOR, INC.
By:
-------------------------------------
Title:
-----------------------------------
Please return one signed copy
of this agreement to:
MERCURY FUNDS DISTRIBUTOR, a division of
PRINCETON FUNDS DISTRIBUTOR, INC.
X.X. Xxx 0000
Xxxxxxxxx, Xxx Xxxxxx 00000-0000
Accepted:
----------------------------------------------
(Authorized Signature)
Firm Name:
------------------------------------
By:
------------------------------------
Title:
------------------------------------
Address:
------------------------------------
------------------------------------
Date:
------------------------------------
5
