EXHIBIT 8
PLACEMENT AGENT AGREEMENT
AGREEMENT made as of the ______ day of ____________, ____, between MASTER
LARGE CAP SERIES TRUST, a Delaware business trust (the "Trust"), on behalf of
itself and each of its series listed on Exhibit A (each, a "Portfolio") and
PRINCETON FUNDS DISTRIBUTOR, INC., a Delaware corporation (the "Placement
Agent").
W I T N E S S E T H :
WHEREAS, the Trust has filed a registration statement (the "Registration
Statement") pursuant to Section 8(b) of the Investment Company Act of 1940, as
amended (the "Investment Company Act"); and
WHEREAS, the Trustees (the "Trustees") are authorized to establish separate
series relating to separate portfolios of securities, each of which may offer
beneficial interests in its specific series of the Trust; and
WHEREAS, the Trustees have established and designated the Portfolios as
series of the Trust, and authorized them to offer shares of beneficial interests
(the "Shares"); and
WHEREAS, the Trust and the Placement Agent wish to enter into an agreement
with each other with respect to the distribution of Shares (the "Agreement").
NOW, THEREFORE, the parties agree as follows:
Section 1. Appointment of the Placement Agent; Private Offering.
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(a) The Trust hereby appoints the Placement Agent as placement agent in
connection with the distribution of the Shares.
(b) The Placement Agent understands that: (i) The Shares are not being
registered under the Securities Act of 1933, as amended (the "Securities Act");
(ii) such Shares are to be issued solely in private placement transactions that
do not involve any "public offering" within the meaning of Section 4(2) of the
Securities Act; (iii) investments in the Portfolios may be made only by a
limited number of institutional investors, including investment companies,
common or commingled trust funds, group trusts and certain other "accredited
investors" within the meaning of Regulation D under the Securities Act; (iv) the
Registration Statement is not intended to constitute an offer to sell, or the
solicitation of an offer to buy, the Shares.
(c) In carrying out its duties hereunder, the Placement Agent agrees that
it will act in a manner consistent with the foregoing and, unless otherwise
instructed by the Trust in writing, will not take any actions that would cause
the Trust to make a "public offering" within the meaning of Section 4(2) of the
Securities Act.
Section 2. Exclusive Nature of Duties. The Placement Agent shall be the
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exclusive representative of the Trust to act as placement agent in respect of
the distribution of the Shares of the Portfolios, except that:
(a) The Trust may, with respect to any Portfolio, upon written notice to
the Placement Agent, from time to time designate other placement agents with
respect to areas other than the United States as to which the Placement Agent
may have expressly waived in writing its right to act as such. If such
designation is deemed exclusive, the right of the Placement Agent under this
Agreement in respect of such 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 right granted to the Placement Agent hereunder shall not
apply to Shares issued in connection with the merger or consolidation of any
other investment company or personal holding company with the Trust or the
acquisition by purchase or otherwise of all (or substantially all) the assets or
the outstanding shares of any such company by the Trust.
(c) Such exclusive right also shall not apply to Shares pursuant to
reinvestment of dividends or capital gains distributions.
(d) Such exclusive right also shall not apply to Shares pursuant to any
conversion, exchange or reinstatement privilege afforded redeeming shareholders
or to any other Shares as shall be agreed between the Trust and the Placement
Agent from time to time.
Section 3. Duties of the Trust.
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(a) The Trust shall furnish to the Placement Agent copies of all
information, financial statements and other papers that the Placement Agent may
reasonably request for use in connection with its duties hereunder, and this
shall include, upon request by the Placement Agent, one certified copy of all
financial statements prepared for the Trust by independent public accountants.
(b) Consistent with Section 1 hereof, the Trust shall use its best efforts
to qualify and maintain the qualification of the Shares for sale under the
securities laws of such jurisdictions as the Placement Agent and the Trust may
approve. Any such qualification may be withheld, terminated or withdrawn by the
Trust at any time in its discretion. The expense of qualification and
maintenance of qualification shall be borne by the Trust. The Placement Agent
shall furnish such information and other material relating to its affairs and
activities as may be required by the Trust in connection with such
qualification.
(c) The Trust will furnish, in reasonable quantities upon request by the
Placement Agent, copies of annual and interim reports of the Trust.
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Section 4. Duties of the Placement Agent.
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(a) The Placement Agent shall devote reasonable time and effort to its
duties hereunder. The services of the Placement Agent to the Trust hereunder are
not to be deemed exclusive and nothing herein contained shall prevent the
Placement Agent from entering into like arrangements with other investment
companies so long as the performance of its obligations hereunder is not
impaired thereby.
(b) In performing its duties hereunder, the Placement Agent shall use its
best efforts in all respects duly to conform with the requirements of all
applicable laws relating to the sale of securities. Neither the Placement Agent
nor any other person is authorized by the Trust to give any information or to
make any representations, other than those contained in the Trust's registration
statement or any sales literature specifically approved by the Trust.
Section 5. Compensation. For services described in this Agreement, the
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Trust agrees to pay the Placement Agent's out of pocket costs and a fee or fees
as may be agreed to from time to time in writing by the Trust and the Placement
Agent.
Section 6. Payment of Expenses.
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(a) The Trust shall bear all costs and expenses of the Portfolios,
including fees and disbursements of its counsel and auditors, in connection with
the preparation and filing of any required registration statements under the
Investment Company Act, and all amendments and supplements thereto, and
preparing and mailing annual and interim reports and proxy materials to
shareholders (including but not limited to the expense of setting in type any
such registration statements, or interim reports or proxy materials).
(b) The Trust shall bear any cost and expenses of qualification of the
Shares for sale pursuant to this Agreement and, if necessary or advisable in
connection therewith, of qualifying the Trust as a broker or dealer in such
states of the United States or other jurisdictions as shall be selected by the
Trust and the Placement Agent pursuant to Section 3 hereof and the cost and
expenses payable to each such state for continuing qualification therein until
the Trust decides to discontinue such qualification pursuant to Section 3
hereof.
Section 7. Indemnification.
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(a) The Trust shall indemnify and hold harmless the Placement Agent and
each person, if any, who controls the Placement Agent 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 any Shares of any of the Portfolios,
which may be based upon the Securities Act, or on any other statute or at common
law, on the ground that any registration statement or other offering materials,
as from time to time amended and supplemented, or any annual or interim report
to the shareholders of the Trust, includes an untrue statement of a material
fact or omits to state a material fact required to be stated therein or
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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 Trust in connection therewith by or on behalf of
the Placement Agent; provided, however, that in no case (i) is the indemnity of
the Trust in favor of the Placement Agent and any such controlling persons to be
deemed to protect such Placement Agent or any such controlling persons thereof
against any liability to the Trust or its shareholders to which the Placement
Agent 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 Trust to be liable under its indemnity
agreement contained in this paragraph with respect to any claim made against the
Placement Agent or any such controlling persons, unless the Placement Agent or
such controlling persons, as the case may be, shall have notified the Trust 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
Placement Agent or such controlling persons (or after the Placement Agent or
such controlling persons shall have received notice of such service on any
designated agent), but failure to notify the Trust 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. The Trust 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 Trust elects to assume the defense, such
defense shall be conducted by counsel chosen by it and satisfactory to the
Placement Agent or such controlling person or persons, defendant or defendants
in the suit. In the event the Trust elects to assume the defense of any such
suit and retain such counsel, the Placement Agent 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 Trust
does not elect to assume the defense of any such suit, the Trust will reimburse
the Placement Agent 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 Trust shall promptly notify the Placement
Agent of the commencement of any litigation or proceedings against it or any of
the Trust's officers or Trustees in connection with the issuance or sale of any
of the Shares of any of the Portfolios.
(b) The Placement Agent shall indemnify and hold harmless the Trust and
each of the Trust's Trustees and officers and each person, if any, who controls
the Trust 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 Trust in writing by or on
behalf of the Placement Agent for use in connection with its registration
statement or related prospectus and statement of additional information, as from
time to time amended, or the annual or interim reports to shareholders. In case
any action shall be brought against the Trust or any person so indemnified, in
respect of which indemnity may be sought against the Placement Agent, the
Placement Agent shall have the rights and duties given to the Trust, and the
Trust and each person so indemnified shall have the rights and duties given to
the Placement Agent by the provisions of subsection (a) of this Section 6.
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Section 8. Limitation of Obligations of each Portfolio. The obligations
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of each Portfolio shall be limited to the assets of that Portfolio, shall be
separate from the obligations of any other series of the Trust, and each
Portfolio shall not be liable for the obligations of any other series of the
Trust.
Section 9. Duration and Termination of this Agreement. This Agreement
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shall become effective as of the date first above written and shall remain in
force for two years thereafter and thereafter, but only for so long as such
continuance is specifically approved at least annually by (i) the Trustees or by
the vote of a majority of the outstanding voting securities of each Portfolio
and (ii) by the vote of a majority of those Trustees 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 Trustees or by vote of a majority of the outstanding voting
securities of the each Portfolio, or by the Placement Agent, 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 and the Rules and Regulations thereunder, subject, however to such
exemptions as may be granted by the Securities and Exchange Commission under the
Investment Company Act.
Section 10. Amendments of this Agreement. This Agreement may be amended
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by the parties only if such amendment is specifically approved by (i) the
Trustees or by the vote of a majority of outstanding voting securities of each
Portfolio and (ii) by the vote of a majority of those Trustees 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 11. Governing Law. The provisions of this Agreement shall be
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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.
MASTER LARGE CAP SERIES TRUST
By: ______________________________
Title:
PRINCETON FUNDS DISTRIBUTOR, INC.
By: ______________________________
Title:
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Exhibit A
Individual Series of MASTER LARGE CAP SERIES TRUST
Master Large Cap Growth Portfolio
Master Large Cap Value Portfolio
Master Large Cap Core Portfolio
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