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EXHIBIT 5(d)
CLASS C SHARES
DISTRIBUTION AGREEMENT
AGREEMENT made as of September 22, 1999 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").
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 C
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 C shares of common stock in the Fund (sometimes herein referred
to as "Class C Shares") to the public and hereby agrees during the term of this
Agreement to sell Class C 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 C 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 C 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 C 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 C
Shares from the Fund shall not apply to Class C 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 C shares of any such
company.
c. Such exclusive rights also shall not apply to Class C 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 C Shares issued
by the Fund pursuant to any conversion, exchange or reinstatement privilege
afforded redeeming shareholders or to any other Class C Shares as shall be
agreed between the Corporation and the Distributor from time to time.
Section 3. Purchase of Class C Shares from the Corporation.
a. Prior to the continuous offering of the Class C Shares, commencing
on a date agreed upon by the Corporation and the Distributor, it is contemplated
that the Distributor will solicit subscriptions for Class C 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 C Shares and thereafter the Distributor shall have the right
to buy from the Corporation the Class C Shares needed, but not more than the
Class C Shares needed (except for clerical errors in transmission) to fill
unconditional orders for Class C Shares placed with the Distributor by eligible
investors or securities dealers. Investors eligible to purchase Class C 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 C Shares. The price that
the Distributor shall pay for the Class C 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 C 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 C 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 C
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 C 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 C 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 C 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 C 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 C 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 C Shares by the
Corporation.
a. Any of the outstanding Class C Shares may be tendered for redemption
at any time, and the Fund agrees to repurchase or redeem the Class C 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 C 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 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 C 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 C 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 C
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 C shareholders, all necessary action to
fix the number of authorized Class C 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 C 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 C 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 C Shares but shall not be obligated to sell any specific number
of Class C 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 C 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 C Shares; provided, that the Corporation shall approve the forms
of agreements with dealers. Class C 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 C Shares is attached hereto as Exhibit B.
b. Within the United States, the Distributor shall offer and sell Class
C 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 C
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 C 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 C 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 C 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 C 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 C
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 C
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 C 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 C 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 C 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 C 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
C 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 C 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. SMALL CAP GROWTH FUND
By /s/ XXXXX X. XXXXX
--------------------------------------
Title: Executive Vice President
MERCURY FUNDS DISTRIBUTOR, a division of
PRINCETON FUNDS DISTRIBUTOR, INC.
By /s/ XXXXXXX X. XXXXX
--------------------------------------
Title: Director and Treasurer
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EXHIBIT A
MERCURY ASSET MANAGEMENT FUNDS, INC.
ON BEHALF OF ITS SERIES,
MERCURY U.S. SMALL CAP GROWTH FUND
CLASS C 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. Small Cap Growth Fund (the "Fund"), pursuant to which
it acts as the distributor for the sale of Class C shares of common stock of the
Fund, par value $0.0001 per share (herein referred to as "Class C Shares"), and
as such has the right to distribute Class C Shares for resale. The Corporation
is an open-end investment company registered under the Investment Company Act of
1940, as amended, and its Class C Shares being offered to the public are
registered under the Securities Act of 1933, as amended (the "Securities Act").
Such Class C 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 C 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 C Shares upon the following terms
and conditions:
1. The subscription period referred to in Section 3(a) of the
Distribution Agreement will continue through October 26, 1999. 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 C 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 C 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 C Shares, as agent for the Corporation, to participants
in such program.
3. You shall not place orders for any of the Class C Shares
unless you have already received purchase orders for such Class C 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 C
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 C 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 C 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 C 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 C Shares so purchased by you. You agree that as promptly as
practicable after the delivery of such Class C 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 C Shares.
5. No person is authorized to make any representations concerning
Class C 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 C 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 C 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 C 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 C
Shares in any jurisdiction. We will file with the Department of State in New
York a Further State Notice with respect to the Class C 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 C 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 /s/ XXXXXX X. XXXXX
---------------------------------------
Title: Vice President and Treasurer
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:
/s/ XXXXXX X. XXXXXX
-----------------------------------------
(Authorized Signature)
Firm Name:
-------------------------------
By: XXXXXX X. XXXXXX
--------------------------------------
Title: First Vice President
-----------------------------------
Address:
---------------------------------
-----------------------------------------
Date:
------------------------------------
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EXHIBIT B
MERCURY ASSET MANAGEMENT FUNDS, INC.
ON BEHALF OF ITS SERIES,
MERCURY U.S. SMALL CAP GROWTH FUND
CLASS C 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. Small Cap Growth Fund (the "Fund"), pursuant to which it acts as
the distributor for the sale of Class C shares of common stock of the Fund, par
value $0.0001 per share (herein referred to as the "Class C Shares"), and as
such has the right to distribute Class C Shares for resale. The Corporation is
an open-end investment company registered under the Investment Company Act of
1940, as amended, and its Class C Shares being offered to the public are
registered under the Securities Act of 1933, as amended (the "Securities Act").
You, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, have received a copy
of the Class C 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 C Shares
upon the following terms and conditions:
1. In all sales of the Class C 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 C
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 C Shares unless you
have already received purchase orders for such Class C 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 C 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 C 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 C 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 C 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 C 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 C
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 C 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 which 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.
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 C 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 C 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 C Shares
in any jurisdiction. We will file with the Department of State in New York a
Further State Notice with respect to the Class C 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.
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13. Your first order placed pursuant to this Agreement for the purchase of
Class C Shares will represent your acceptance of this Agreement.
MERCURY FUNDS DISTRIBUTOR, a division of
PRINCETON FUNDS DISTRIBUTOR, INC.
BY /s/ XXXXXX X. XXXXX
-------------------------------------
Title: Vice President and Treasurer
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:
/s/ XXXXXX X. XXXXXX
-----------------------------
(Authorized Signature)
Firm Name:
-------------------------
By: XXXXXX X. XXXXXX
--------------------------------
Title: First Vice President
-----------------------------
Address:
---------------------------
-----------------------------------
Date:
------------------------------
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