AMENDED AND RESTATED
CLASS B DISTRIBUTION PLAN OF
MERCURY ASSET MANAGEMENT FUNDS, INC.
PURSUANT TO RULE 12B-1
DISTRIBUTION PLAN made as of the 6th day of April, 2000, by and between
Mercury Asset Management Funds, Inc., a Maryland corporation (the
"Corporation"), on behalf of each of its series as listed on Exhibit A, as such
Exhibit may be amended from time to time (each a "Fund," and collectively, the
"Funds"), 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 Corporation intends to engage in business as an open-end
investment company registered under the Investment Company Act of 1940, as
amended (the "Investment Company Act"); and
WHEREAS, the 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, and
WHEREAS, the Directors have established each Fund as a series of the
Corporation;
WHEREAS, the Distributor is a securities firm engaged in the business
of selling shares of investment companies either directly to purchasers or
through financial intermediaries, including without limitation, brokers,
dealers, retirement plans, financial consultants, registered investment advisers
and mutual fund supermarkets ("financial intermediaries"); and
WHEREAS, the Corporation on behalf of the Funds proposes to enter into
an Amended and Restated Distribution Agreement with the Distributor, pursuant to
which the Distributor will act as the exclusive distributor and representative
of each Fund in the offer and sale of shares of common stock, par value $0.0001
per share of each Fund, including the Class B shares (the "Class B Shares") of
each Fund, to the public; and
WHEREAS, the Corporation on behalf of each Fund desires to adopt this
Amended and Restated Class B Distribution Plan (the "Plan") pursuant to Rule
12b-1 under the Investment Company Act pursuant to which each Fund will pay an
account maintenance fee and a distribution fee to the Distributor with respect
to the Fund's Class B Shares; and
WHEREAS, the Directors of the Corporation have determined that there is
a reasonable likelihood that adoption of the Plan will benefit each Fund and its
Class B shareholders.
NOW, THEREFORE, the Corporation on behalf of each Fund hereby adopts,
and the Distributor hereby agrees to the terms of, the Plan in accordance with
Rule 12b-1 under the Investment Company Act on the following terms and
conditions:
1. The Corporation shall pay the Distributor with respect to the Class
B Shares of each Fund an account maintenance fee under the Plan at the end of
each month at the annual rate of 0.25% of average daily net assets of the Fund
relating to the Class B Shares to compensate the Distributor for providing, or
arranging for the provision of, account maintenance activities with respect to
Class B shareholders of the Fund. Expenditures under the Plan may consist of
payments to financial intermediaries for maintaining accounts in connection with
Class B Shares and payment of expenses incurred in connection with such account
maintenance activities including the costs of making services available to
shareholders including assistance in connection with inquiries related to
shareholder accounts.
2. The Corporation shall pay the Distributor with respect to Class B
Shares of each Fund a distribution fee under the Plan at the end of each month
at the annual rate of 0.75% of average daily net assets of the Fund relating to
Class B Shares of the Fund to compensate the Distributor for providing, or
arranging for the provision of, sales and promotional activities and services.
Such activities and services will relate to the sale, promotion and marketing of
the Class B Shares of each Fund. Such expenditures may consist of sales
commissions to financial intermediaries for selling Class B Shares,
compensation, sales incentives and payments to sales and marketing personnel,
and the payment of expenses incurred in its sales and promotional activities,
including advertising expenditures related to the Fund and the costs of
preparing and distributing promotional materials. The distribution fee may also
be used to pay the financing costs of carrying the unreimbursed expenditures
described in this Paragraph 2. Payment of the distribution fee described in this
Paragraph 2 shall be subject to any limitations set forth in any applicable
regulation of the National Association of Securities Dealers, Inc.
3. The Distributor shall provide the Corporation for review by the
Board of Directors, and the Directors shall review at least quarterly, a written
report complying with the requirements of Rule 12b-1 regarding the disbursement
of the account maintenance fee and distribution fee during such period.
4 This Plan shall not take effect with respect to a Fund ntil it has
been approved by votes of a majority of both (a) the Directors of the
Corporation and (b) those Directors of the Corporation who are not "interested
persons" of the Corporation, as defined in the Investment Company Act, and have
no direct or indirect financial interest in the operation of this Plan or any
agreements related to it (the "Rule 12b-1 Directors"), cast in person at a
meeting or meetings called for the purpose of voting on the Plan and such
related agreements.
5. The Plan shall continue in effect for so long as such continuance is
specifically approved at least annually in the manner provided for approval of
the Plan in Paragraph 4.
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6. The Plan may be terminated at any time with respect to any Fund by
vote of a majority of the Rule 12b-1 Directors, or by vote of a majority of the
outstanding Class B voting securities of the applicable Fund.
7. The Plan may not be amended to increase materially the rate of
payments provided for in Paragraph 1 hereof with respect to any Fund unless such
amendment is approved by at least a majority, as defined in the Investment
Company Act, of the outstanding Class B voting securities of the applicable
Fund, and by the Directors of the Corporation in the manner provided for in
Paragraph 4 hereof, and no material amendment to the Plan shall be made unless
approved in the manner provided for approval and annual renewal in Paragraph 4
hereof.
8. While the Plan is in effect with respect to any Fund, the selection
and nomination of Directors who are not interested persons, as defined in the
Investment Company Act, of the Corporation shall be committed to the discretion
of the Directors who are not interested persons.
9. The Corporation shall preserve copies of the Plan and any related
agreements and all reports made pursuant to Paragraph 3 hereof, for a period of
not less than six years from the date of the Plan, or the date of such agreement
or report, as the case may be, the first two years in an easily accessible
place.
IN WITNESS WHEREOF, the parties hereto have executed this Plan as of
the date first above written.
MERCURY ASSET MANAGEMENT FUNDS, INC.,
on behalf of each of its series listed on Exhibit A
By
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Title:
MERCURY FUNDS DISTRIBUTOR, a division of
PRINCETON FUNDS DISTRIBUTOR, INC.
By
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Title:
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EXHIBIT A
Mercury Pan-European Growth Fund
Mercury International Fund
Mercury U.S. Small Cap Growth Fund
Mercury Gold and Mining Fund
Mercury U.S. Large Cap Fund
Mercury Global Balanced Fund
Mercury Select Growth Fund
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