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EXHIBIT 13(a)
CLASS A DISTRIBUTION PLAN OF
MERCURY U.S. SMALL CAP GROWTH FUND OF
MERCURY ASSET MANAGEMENT FUNDS, INC.
PURSUANT TO RULE 12b-1
DISTRIBUTION PLAN made as of the 22nd day of September, 1999, by and
between Mercury Asset Management Funds, Inc., a Maryland corporation (the
"Corporation"), on behalf of its series, Mercury U.S. Small Cap Growth Fund
(the "Fund"), and Mercury Funds Distributor, a division of Princeton Funds
Distributor, Inc., a Delaware corporation (the "Distributor").
WITNESSETH:
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 the Fund as a series of the
Corporation; 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 on behalf of the Fund proposes to enter into
a Class A Shares Distribution Agreement with the Distributor, pursuant to which
the Distributor will act as the exclusive distributor and representative of the
Fund in the offer and sale of Class A shares of common stock, par value $0.0001
per share (the "Class A Shares"), of the Fund to the public; and
WHEREAS, the Corporation on behalf of the Fund desires to adopt this
Class A Distribution Plan (the "Plan") pursuant to Rule 12b-1 under the
Investment Company Act pursuant to which the Fund will pay an account
maintenance fee to the Distributor with respect to the Fund's Class A Shares;
and
WHEREAS, the Directors of the Corporation have determined that there
is a reasonable likelihood that adoption of the Plan will benefit the Fund and
its Class A shareholders.
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NOW, THEREFORE, the Corporation on behalf of the 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 A Shares 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 A Shares to compensate the Distributor and securities
firms with which the Distributor enters into related agreements pursuant to
Paragraph 2 hereof ("Sub-Agreements") for providing account maintenance
activities with respect to Class A shareholders of the Fund. Expenditures under
the Plan may consist of payments to financial consultants for maintaining
accounts in connection with Class A 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 hereby authorizes the Distributor to enter
into Sub-Agreements with certain securities firms ("Securities Firms"),
including Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, to provide
compensation to such Securities Firms for activities and services of the type
referred to in Paragraph 1 hereof. the Distributor may reallocate all or a
portion of its account maintenance fee to such Securities Firms as compensation
for the above-mentioned activities. Such Sub-Agreement shall provide that the
Securities Firms shall provide the Distributor with such information as is
reasonably necessary to permit the Distributor to comply with the reporting
requirements set forth in Paragraph 3 hereof.
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 during such period.
4. This Plan shall not take effect until it has been approved,
together with any related agreements, 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.
6. The Plan may be terminated at any time by vote of a majority
of the Rule 12b-1 Directors, or by vote of a majority of the outstanding Class
A voting securities of the Fund.
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7. The Plan may not be amended to increase materially the rate
of payments provided for in Paragraph 1 hereof unless such amendment is
approved by at least a majority, as defined in the Investment Company Act, of
the outstanding Class A voting securities of the 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, 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 its series,
MERCURY U.S. SMALL CAP GROWTH FUND
By /s/ XXXXX X. XXXXX
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Title: Executive Vice President
MERCURY FUNDS DISTRIBUTOR, a division of
PRINCETON FUNDS DISTRIBUTOR, INC.
By /s/ XXXXXXX X. XXXXX
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Title: Director and Treasurer
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EXHIBIT A
CLASS A SHARES DISTRIBUTION PLAN SUB-AGREEMENT
AGREEMENT made as of the 22nd day of September, 1999, by and between
Mercury Funds Distributor, a division of Princeton Funds Distributor, Inc., a
Delaware corporation (the "Distributor"), and Xxxxxxx Lynch, Xxxxxx, Xxxxxx &
Xxxxx Incorporated, a Delaware corporation ("Securities Firm").
WITNESSETH:
WHEREAS, the Distributor has entered into an agreement with Mercury
Asset Management Funds, Inc., a Maryland corporation (the "Corporation"), on
behalf of its series, Mercury U.S. Small Cap Growth Fund (the "Fund"), pursuant
to which it acts as the exclusive distributor for the sale of Class A shares of
common stock of the Fund, par value $0.0001 per share (the "Class A Shares");
and
WHEREAS, the Distributor and the Corporation have entered into a
Class A Shares Distribution Plan (the "Plan") pursuant to Rule 12b-1 under the
Investment Company Act of 1940, as amended (the "Act"), pursuant to which the
Distributor receives an account maintenance fee from the Fund at the annual
rate of 0.25% of average daily net assets of the Fund relating to Class A
Shares for providing account maintenance activities and services with respect
to Class A Shares; and
WHEREAS, the Distributor desires the Securities Firm to perform
certain account maintenance activities and services, including assistance in
connection with inquiries related to shareholder accounts, for the Fund's Class
A shareholders and the Securities Firm is willing to perform such services;
NOW, THEREFORE, in consideration of the mutual covenants contained
herein, the parties hereby agree as follows:
1. The Securities Firm shall provide account maintenance
activities and services with respect to the Class A Shares and incur
expenditures in connection with such activities and services, of the types
referred to in Paragraph 1 of the Plan.
2. As compensation for its services performed under this
Agreement, the Distributor shall pay the Securities Firm a fee at the end of
each calendar month in an amount agreed upon by the parties hereto.
3. The Securities Firm shall provide the Distributor, at least
quarterly, such information as reasonably requested by the Distributor to
enable the Distributor to comply
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with the reporting requirements of Rule 12b-1 regarding the disbursement of the
fee during such period referred to in Paragraph 3 of the Plan.
4. This Agreement shall not take effect until it has been
approved by votes of a majority of both (a) the Directors of the Corporation
and (b) those Directors of the Fund who are not "interested persons" of the
Corporation, as defined in the Act, and have no direct or indirect financial
interest in the operation of the Plan, this Agreement or any agreements related
to the Plan or this Agreement (the "Rule 12b-1 Directors"), cast in person at a
meeting or meetings called for the purpose of voting on this Agreement.
5. This Agreement shall continue in effect for as long as such
continuance is specifically approved at least annually in the manner provided
for approval of the Plan in Paragraph 4.
6. This Agreement shall automatically terminate in the event of
its assignment or in the event of the termination of the Plan or any amendment
to the Plan that requires such termination.
IN WITNESS WHEREOF, the parties hereto have executed and delivered
this Agreement as of the date first above written.
MERCURY FUNDS DISTRIBUTOR, a division of
PRINCETON FUNDS DISTRIBUTOR, INC.
By /s/ XXXXXXX X. XXXXX
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Name: Xxxxxxx X. Xxxxx
Title: Director and Treasurer
XXXXXXX LYNCH, XXXXXX, XXXXXX & XXXXX
INCORPORATED
By /s/ XXXXXX X. XXXXXX
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Name: Xxxxxx X. Xxxxxx
Title: First Vice President
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