Exhibit 5(a)
FORM OF CLASS I SHARES
DISTRIBUTION AGREEMENT
AGREEMENT made as of ____, between MERCURY INDEX FUNDS, INC., a Maryland
corporation (the "Corporation"), on behalf of each of its series listed on
Appendix A attached hereto, as such Appendix 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 Board of 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 ("Common Stock"); and
WHEREAS, the Directors have established and designated each Fund as a
series of the Corporation, offering separate classes of shares of Common Stock;
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 the Directors have determined that it is affirmatively in the
interest of each Fund to offer its shares of Common Stock for sale continuously;
and
WHEREAS, the Distributor is a securities firm engaged in the business of
selling shares of capital stock 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 I
shares of Common Stock (sometimes herein referred to as "Class I Shares") in
each Fund in order to promote the growth of each Fund and facilitate the
distribution of each Fund's Class I Shares;
NOW, THEREFORE, the parties agree as follows:
Section 1. Appointment of the Distributor. The Corporation hereby
------------------------------
appoints the Distributor as each Fund's principal underwriter and distributor to
sell the Class I Shares of each Fund to eligible investors (as defined below)
and hereby agrees during the term of this Agreement to sell the Funds' Class I
Shares to the Distributor upon the terms and conditions herein set forth.
Section 2. Exclusive Nature of Duties. The Distributor shall be each
--------------------------
Fund's exclusive representative to act as principal underwriter and distributor
of the Class I Shares, except that:
a. The Corporation may, upon written notice to the Distributor, from time
to time designate other principal underwriters and distributors of any Fund's
Class I 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 such Fund's Class I 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 I
Shares from each Fund shall not apply to Class I Shares of any Fund issued in
connection with the merger or consolidation of any other investment company or
personal holding company with such Fund or
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any Fund's acquisition by purchase or otherwise of all (or substantially all)
the assets or the outstanding Class I shares of any such company.
c. Such exclusive rights also shall not apply to Class I Shares issued by
any Fund pursuant to reinvestment of dividends or capital gains distributions.
d. Such exclusive rights also shall not apply to Class I Shares issued by
any Fund pursuant to any conversion, exchange or reinstatement privilege
afforded redeeming shareholders or to any other Class I shares of a fund as
shall be agreed between the Corporation and the Distributor from time to time.
Section 3. Purchase of Class I Shares from the Corporation.
------------------------------------------------
a. After the Funds commence operations, each Fund will commence an
offering of its Class I Shares and thereafter the Distributor shall, with
respect to each Fund, have the right to buy from the Corporation the Class I
Shares of such Fund needed, but not more than the Class I Shares needed (except
for clerical errors in transmission) to fill unconditional orders for Class I
Shares of the Fund placed with the Distributor by eligible investors or
securities dealers. Investors eligible to purchase Class I Shares of a Fund
shall be those persons ("eligible investors") so identified in the currently
effective prospectus and statement of additional information of the Funds (the
"prospectus" and "statement of additional information," respectively) under the
Securities Act of 1933, as amended (the "Securities Act"), relating to the Class
I Shares of the Funds. The price that the Distributor shall pay for the Class I
Shares so purchased from a Fund shall be the net asset value, determined as set
forth in Section 3(c) hereof.
b. The Class I Shares of a Fund are to be resold by the Distributor to
eligible investors at the net asset value determined as set forth in Section
3(c) hereof, or to securities dealers having
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agreements with the Distributor upon the terms and conditions set forth in
Section 7 hereof. All payments to a Fund hereunder shall be made in the manner
set forth in Section 3(e).
c. The net asset value of the Class I Shares of a Fund shall be determined
by the Corporation or any agent of the Corporation in accordance with the method
set forth in the Funds' prospectus and statement of additional information and
guidelines established by the Directors.
d. The Corporation shall have the right to suspend the sale of Class I
Shares of any Fund 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 I Shares of any Fund 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 I Shares of a Fund.
e. The Corporation, or any agent of the Corporation designated in writing
by the Corporation, shall be promptly advised of all purchase orders for Class I
Shares of a Fund 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 I Shares of a Fund from eligible investors. 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 for such Class I Shares of the applicable Fund
pursuant to the instructions of the Distributor. Payment shall be made to the
Corporation in New York Clearing House funds. The Distributor
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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 I Shares by the Corporation.
-------------------------------------------------------------
a. Any of the outstanding Class I Shares of a Fund may be tendered for
redemption at any time, and each Fund agrees to repurchase or redeem its Class I
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 such Fund. The price to be paid
to redeem or repurchase the Class I Shares of a Fund shall be equal to the net
asset value calculated in accordance with the provisions of Section 3(c) 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. All payments by a Fund hereunder shall be made in the manner set
forth below.
Each 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 a Fund's Class I Shares shall be paid by such Fund as follows:
(i) any applicable CDSC, if any, shall be paid to the Distributor, and (ii) the
balance shall be paid to or for the account of the redeeming shareholder, in
each case in accordance with the applicable provisions of the prospectus and
statement of additional information.
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b. Redemption of a Fund's Class I 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 a 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 such 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 each Fund's
Class I 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 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 applicable Fund's Class I shareholders, all necessary
action to fix the number of such Fund's authorized Class I 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 the Fund's Class I 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 each Fund's Class I Shares for sale
under the securities laws of such
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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 each 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 Funds' annual and interim reports.
Section 6. Duties of the Distributor.
-------------------------
a. The Distributor shall devote reasonable time and effort to effect sales
of each Fund's Class I Shares but shall not be obligated to sell any specific
number of a Fund's Class I 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 each Fund's Class I 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 the Corporation to give any information or to make
any representations, other than those contained in the Funds' registration
statement or related prospectus and statement of additional information and any
sales literature specifically approved by the Corporation.
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c. The Distributor shall adopt and follow procedures, as approved by the
officers of the Corporation, for the confirmation of sales to eligible investors
and selected dealers, the collection of amounts payable by eligible 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.
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 each Fund's Class I Shares; provided, that the Corporation shall approve
the forms of agreements with dealers and the dealer compensation, if any, set
forth therein. Each Fund's Class I Shares sold to selected dealers shall be for
resale by such dealers only at the net asset value determined as set forth in
Section 3(c) hereof. The form of agreement with selected dealers to be used in
the continuous offering of the Class I Shares is attached hereto as Exhibit A.
b. Within the United States, the Distributor shall offer and sell Class I
Shares of the Funds only to such selected dealers as are members in good
standing of the NASD.
Section 8. Payment of Expenses.
-------------------
a. Each Fund shall bear all costs and expenses of such Fund, as incurred,
(including, without limitation, its allocable share of such costs and expenses
incurred by the Corporation on behalf of all Funds) 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
8
all amendments and supplements thereto, and preparing and mailing annual and
interim reports and proxy materials to its Class I 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).
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 each Fund's Class I Shares to selected dealers or eligible 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 each Fund's Class I Shares for sale to eligible investors and
any expenses of advertising incurred by the Distributor in connection with such
offering.
c. Each Fund shall bear the cost and expenses (including, without
limitation, its allocable share of such costs and expenses incurred by the
Corporation on behalf of all Funds) of qualification of its Class I 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
Corporation, on behalf of such Fund decides to discontinue such qualification
pursuant to Section 5(c) hereof.
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Section 9. Indemnification.
---------------
a. Each 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 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 such Fund's Class I 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 such Fund's Class I 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 such Fund or the Corporation in connection
therewith by or on behalf of the Distributor; provided, however, that in no case
(i) is the indemnity of any such 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 such 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
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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
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. Each 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 such 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 such 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. Each 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 its
Class I Shares.
b. The Distributor shall indemnify and hold harmless the Corporation
and each of its Directors and officers, each 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
11
omissions made in reliance upon, and in conformity with, information furnished
to any Fund or the Corporation 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
or interim reports to such Fund's Class I 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 Funds' Investment Adviser or
--------------------------------------------------------------
Its Affiliates. In connection with certain fee-based programs, if any, offered
--------------
by the Funds' investment adviser or its affiliates, the Distributor and its
affiliates are authorized to offer and sell Class I Shares of each Fund, as
agent for the Corporation, to participants in such program. The terms of this
Agreement shall apply to such sales, if any, including terms as to the offering
price of each Fund's Class I Shares, the proceeds to be paid to the applicable
Fund, the duties of the Distributor, the payment of expenses and indemnification
obligations of such Fund and the Distributor.
Section 11. Duration and Termination of this Agreement. This Agreement
------------------------------------------
shall become effective with respect to a Fund as of the date such Fund commences
operations, and shall remain in force with respect to such Fund for two years
thereafter, and thereafter continue from year to year, but only so long as such
continuance is specifically approved at least annually by (i) with respect to
one or more of the Funds, the Directors, or with respect to any Fund by the vote
of a majority of the outstanding Class I voting securities of such Fund, and
(ii) a majority of
12
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, with respect to one or more of the Funds, by the Directors or with
respect to a Fund by the vote of a majority of the outstanding Class I voting
securities of such Fund, or 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 (i) (a) with
respect to all Funds, by the Directors or the vote of a majority of outstanding
Class I voting securities of each Fund, or (b) with respect to any one Fund, by
the Directors or the vote of a majority of outstanding Class I voting securities
of such Fund; and (ii) by 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.
13
Section 14. Limitation of Obligations of the Funds. The obligations of
--------------------------------------
each Fund hereunder shall be limited to the assets of that Fund, shall be
separate from the obligations of each other series of the Corporation, and no
Fund shall be liable for the obligations of any other series of the Corporation.
14
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the date first above written. This Agreement may be executed by
the parties hereto on any number of counterparts, all of which shall constitute
one and the same instrument.
MERCURY INDEX FUNDS, INC.
on behalf of each Fund
By
-----------------------------------
Name:
Title:
MERCURY FUNDS DISTRIBUTOR, a division of
PRINCETON FUNDS DISTRIBUTOR, INC.
By
-----------------------------------
Name:
Title:
15
APPENDIX A
NAME OF FUND
------------
Mercury S&P 500 Index Fund
Mercury Small Cap Index Fund
Mercury Aggregate Bond Index Fund
Mercury International Index Fund
16
EXHIBIT A
FORM OF
MERCURY INDEX FUNDS, INC.
ON BEHALF OF EACH OF ITS SERIES'
CLASS I SHARES OF COMMON STOCK
SELECTED DEALER AGREEMENT
Ladies and Gentlemen:
Mercury Funds Distributor, a division of Princeton Funds Distributor, Inc.
("us," or the "Distributor") has an agreement with Mercury Index Funds, Inc., a
Maryland corporation (the "Corporation"), on behalf of each of its series listed
on Appendix A attached hereto, as it may be amended from time to time (each a
"Fund," and collectively, the "Funds") pursuant to which it acts as the
distributor for the sale of Class I shares of common stock par value $0.0001 per
share (herein referred to as "Class I Shares"), of each Fund, and as such has
the right to distribute each Fund's Class I 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 I Shares of each
Fund are registered under the Securities Act of 1933, as amended (the
"Securities Act"). You have received a copy of the Class I Shares Distribution
Agreement (the "Distribution Agreement") between us 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 Funds' 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. The Class I shares of each Fund and certain of
the terms on which they are being offered are more fully described in the
enclosed Prospectus and Statement of Additional Information of the Funds. We
offer to sell to you, as a member of the Selected Dealers Group, Class I Shares
of each Fund for resale to investors identified in the Funds' Prospectus and
Statement of Additional Information as eligible to purchase Class I Shares
("eligible investors") upon the following terms and conditions:
1. In all sales of Class I Shares to eligible investors, 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, any 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 I Shares
of a Fund, as agent for the Corporation, to participants in such program.
2. Orders received from you will be accepted through us only at the net
asset value applicable to each order, determined as set forth in Section 3(c) of
the Distribution Agreement. 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, as
amended from time to time, of the Funds.
3. You shall not place orders for any Fund's Class I Shares unless you have
already received purchase orders for such Class I Shares at the applicable net
asset value and subject to the terms hereof and of the Distribution Agreement.
You agree that you will not offer or sell any Fund's Class I 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
I Shares of any Fund you will furnish to each person to whom any such sale or
offer is made a copy of the Funds' 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 any Fund's Class I Shares that is inconsistent in any
respect with the information contained in the Funds' Prospectus and Statement of
Additional Information (in each case, 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 each Fund's Class I 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 each Fund's Class I 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 any
Fund's Class I Shares except those contained in the Funds' current Prospectus
and Statement of Additional Information and in such printed information
subsequently issued by us or the appropriate Fund as information supplemental to
such Prospectus and Statement of Additional Information. In purchasing any
Fund's Class I Shares through us you shall rely solely on the representations
contained in the Funds' Prospectus and Statement of Additional Information and
supplemental information above mentioned. Any printed information that we
furnish you other than the Funds' Prospectus, Statement of Additional
Information, periodic reports and proxy solicitation material is our sole
responsibility and not the responsibility of the Corporation or any Fund, and
you agree that neither the Corporation nor any Fund shall have any 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 Funds' then current Prospectus at or prior to the time of offering
or sale and, if requested,
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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 Funds. 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.
8. We reserve the right in our discretion, without notice, to suspend sales
or withdraw the offering of Class I Shares of any or all of the Funds 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 each Fund's Class I 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 any
Fund's Class I Shares in any jurisdiction. We will file with the Department of
State in New York a Further State Notice with respect to each Fund's Class I
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.
13. Your first order placed pursuant to this Agreement for the purchase of
a Fund's Class I Shares will represent your acceptance of this Agreement.
3
MERCURY FUNDS DISTRIBUTOR, a division of
PRINCETON FUNDS DISTRIBUTOR, INC.
By:
-------------------------------------
Name:
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:
---------------------------------
Name:
---------------------------------
Title:
---------------------------------
Address:
---------------------------------
Date:
---------------------------------
4
APPENDIX A
NAME OF FUND
------------
Mercury S&P 500 Index Fund
Mercury Small Cap Index Fund
Mercury Aggregate Bond Index Fund
Mercury International Index Fund
