Exhibit 13(d)
CLASS R DISTRIBUTION PLAN
PURSUANT TO RULE 12b-1
DISTRIBUTION PLAN made as of the 10th day of October, 2002, by and
between each of the investment companies listed on Exhibit A, as such Exhibit
may be amended from time to time (each a "Fund," and collectively, the "Funds"),
severally and not jointly, and FAM Distributors, Inc., a Delaware corporation
(the "Distributor").
W I T N E S S E T H:
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WHEREAS, each Fund 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 certain Funds are authorized to establish
separate series relating to separate portfolios of securities, and the
Directors have established and designated multiple series of certain Funds; and
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, each Fund has entered 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 One Hundreth of One Cent per
share of each Fund, including the Class R shares (the "Class R Shares") of each
Fund, to the public; and
WHEREAS, each Fund desires to adopt this Class R 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 R Shares; and
WHEREAS, the Directors of the Fund have determined that there is a
reasonable likelihood that adoption of the Plan will benefit each Fund and its
Class R shareholders.
NOW, THEREFORE, each Fund hereby adopts, and the Distributor xxxxxx
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 Fund shall pay the Distributor with respect to the Class R
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 such Fund, to
compensate the Distributor for providing, or arranging for the provision of,
account maintenance activities with respect to Class R shareholders of the Fund.
Expenditures under the Plan may consist of payments to financial intermediaries
for maintaining accounts in connection with Class R 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 Fund shall pay the Distributor with respect to Class R Shares
of each Fund a distribution fee under the Plan at the end of each month at the
annual rate of 0.25% of average daily net assets of such 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 R Shares of each Fund. Such
expenditures may consist of sales commissions to financial intermediaries for
selling Class R 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 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 until it has
been approved by votes of a majority of both (a) the Directors of the Fund and
(b) those Directors of the Fund who are not "interested persons" of the Fund, 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 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 R voting securities of the applicable Fund.
7. The Plan may not be amended to increase materially the rate of
payments provided for in Paragraphs 1 or 2 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 R voting securities of the
applicable Fund, and by the Directors of the applicable Fund 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.
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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 Fund shall be committed to the discretion of the
Directors who are not interested persons.
9. Each Fund 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.
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IN WITNESS WHEREOF, the parties hereto have executed this Plan as of
the date first above written.
EACH OF THE INVESTMENT COMPANIES LISTED ON
EXHIBIT A ATTACHED HERETO
By:
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Title:
FAM DISTRIBUTORS, INC.
By:
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Title:
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Exhibit A
Mercury U.S. Small Cap Growth Fund of Mercury Funds, Inc.
Xxxxxxx Xxxxx International Fund of Mercury Funds, Inc.
Xxxxxxx Xxxxx Pan-European Growth Fund of Mercury Funds, Inc.
Xxxxxxx Xxxxx Global Balanced Fund of Mercury Funds, Inc.
A-1
