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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 4, 1998
SECURITIES ACT FILE NO. 333-66481
INVESTMENT COMPANY ACT FILE NO. 811-08797
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ ]
PRE-EFFECTIVE AMENDMENT NO. 1 [X]
POST-EFFECTIVE AMENDMENT NO. [ ]
AND/OR
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 [ ]
AMENDMENT NO. 7 [X]
(Check appropriate box or boxes)
------------------------
MERCURY U.S. LARGE CAP FUND
of Mercury Asset Management Funds, Inc.
(Exact name of Registrant as specified in charter)
800 SCUDDERS MILL ROAD, PLAINSBORO, NEW JERSEY 08536
(Address of Principal Executive Offices)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (888) 763-2260
JEFFREY M. PEEK
P.O. BOX 9011
PRINCETON, NEW JERSEY 08543-9011
(Name and Address of Agent for Service)
Copies to:
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Counsel for the Fund:
JOEL H. GOLDBERG, Esq. and
Swidler Berlin Shereff Friedman, LLP ROBERT E. PUTNEY, III, Esq.
919 Third Avenue P.O. Box 9011
New York, New York 10022 Princeton, New Jersey 08543-9011
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APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING: As soon as practicable after the
effective date of the Registration Statement.
------------------------
It is proposed that this filing will become effective
[ ] immediately upon filing pursuant to paragraph (b)
[ ] on (date) pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(1)
[ ] on (date) pursuant to paragraph (a)(1)
[ ] 75 days after filing pursuant to paragraph (a)(2)
[ ] on (date) pursuant to paragraph (a)(2) of Rule 485.
If appropriate, check the following box:
[ ] This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
Mercury Asset Management Master Trust has also executed this Registration
Statement.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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[MERCURY ASSET MANAGEMENT LOG0]
Mercury U.S. Large Cap Fund
OF MERCURY ASSET MANAGEMENT FUNDS, INC.
[MERCURY ARTWORK]
A SUBSCRIPTION PERIOD FOR SHARES OF THE FUND
WILL END ON JANUARY 26, 1999, UNLESS EXTENDED.
THIS PROSPECTUS CONTAINS INFORMATION YOU SHOULD
KNOW BEFORE INVESTING, INCLUDING INFORMATION
ABOUT RISKS. PLEASE READ IT BEFORE YOU INVEST
AND KEEP IT FOR FUTURE REFERENCE.
THE SECURITIES AND EXCHANGE COMMISSION HAS NOT
APPROVED OR DISAPPROVED THESE SECURITIES OR
PASSED UPON THE ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
PROSPECTUS - DECEMBER 4, 1998
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Table of Contents
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PAGE
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[FUND FACTS ICON]
FUND FACTS
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About the Mercury U.S. Large Cap Fund....................... 2
Fees and Expenses........................................... 4
[ABOUT THE DETAILS ICON]
ABOUT THE DETAILS
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How the Fund Invests........................................ 6
Investment Risks............................................ 8
Adviser's Historical Performance Data....................... 11
[ACCOUNT CHOICES ICON]
ACCOUNT CHOICES
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Pricing of Shares........................................... 17
How to Buy, Sell, Transfer and Exchange Shares.............. 22
How Shares are Priced....................................... 26
Fee-Based Programs.......................................... 27
Dividends, Capital Gains and Taxes.......................... 27
[THE MANAGEMENT TEAM ICON]
THE MANAGEMENT TEAM
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Master/Feeder Structure..................................... 29
Management of the Fund...................................... 30
[TO LEARN MORE ICON]
TO LEARN MORE
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Shareholder Reports....................................Back Cover
Statement of Additional Information....................Back Cover
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MERCURY U.S. LARGE CAP FUND
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[FUND FACTS ICON] Fund Facts
In an effort to help you better understand the many concepts involved in making
an investment decision, we have defined the highlighted terms in this prospectus
in the sidebar.
LARGE CAP COMPANIES -- companies whose market capitalization is at least $5
billion under current market conditions. The Fund's definition of large cap
companies may be increased in response to changes in the market.
COMMON STOCK -- units of ownership of a corporation.
PREFERRED STOCK -- class of capital stock that often pays dividends at a
specified rate and has preference over common stock in dividend payments and
liquidation of assets.
CONVERTIBLE SECURITIES -- corporate securities (usually preferred stock or
bonds) that are exchangeable for a fixed number of other securities (usually
common stock) at a set price or formula.
ABOUT THE MERCURY U.S. LARGE CAP FUND
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WHAT ARE THE FUND'S GOALS?
The Fund's main goal is long-term capital growth. In other words, it tries to
choose investments that will increase in value. Current income from dividends
and interest will not be an important consideration in selecting portfolio
securities. We cannot guarantee that the Fund will achieve its goals.
WHAT ARE THE FUND'S MAIN INVESTMENT STRATEGIES?
The Fund invests primarily in a diversified portfolio of equity securities of
LARGE CAP COMPANIES located in the U.S. that Fund management believes are
undervalued or have good prospects for earnings growth. The Fund may also invest
up to 10% of its assets in stocks of companies located in Canada. A company's
stock is considered undervalued when its price is less than what Fund management
believes it is worth. A company whose earnings per share grow faster than
inflation and the economy in general usually has a higher stock price over time
than companies with slower earnings growth. The Fund's evaluation of the
prospects for a company's industry or market sector is an important factor in
evaluating a particular company's earnings prospects. The Fund may purchase
COMMON STOCK, PREFERRED STOCK and CONVERTIBLE SECURITIES and other instruments.
The Fund invests all of its assets in a Portfolio of Mercury Asset Management
Master Trust that has the same goals as the Fund. All investments will be made
at the level of the Portfolio. This structure is sometimes called a
"master/feeder" structure. The Fund's investment results will correspond
directly to the investment results of the underlying Portfolio it invests in.
For simplicity, this Prospectus uses the term "Fund" to include the underlying
Portfolio the Fund invests in.
WHAT ARE THE MAIN RISKS OF INVESTING IN THE FUND?
As with any equity fund, the value of the Fund's investments, and therefore the
value of your Fund's shares, may go up or down. These value changes in the
Fund's investments may occur because the U.S. stock market is rising or falling.
At other times, specific factors may affect the value of a particular
investment. The Fund is also subject to the risk that the stocks the Fund's
adviser selects will underperform the markets or other funds with similar
investment objectives and investment strategies. If the value of the Fund's
investments goes down, you may lose money.
2 MERCURY U.S. LARGE CAP FUND
<PAGE> 5
[FUND FACTS ICON] Fund Facts
In addition, because the Fund will invest up to 10% of its assets in securities
of Canadian companies, the Fund will be subject to additional risks. For
example, the Fund's securities may go up or down in value depending on changes
in the Canadian stock market, the relative exchange rates of the U.S. dollar and
the Canadian dollar, U.S. and Canadian political and economic developments, and
U.S. and Canadian laws relating to investments in Canada. Canadian securities
may also be less liquid, more volatile and harder to value than U.S. securities.
WHO SHOULD INVEST?
The Fund may be an appropriate investment for you if you:
- Are investing with long-term goals in mind, such as retirement or
funding a child's education.
- Want a professionally managed and diversified portfolio.
- Are not looking for current income.
- Are willing to accept the risk that your investment may fluctuate
over the short term in exchange for the potential of higher long-
term returns.
- Are prepared to receive taxable short-term capital gains.
MERCURY U.S. LARGE CAP FUND 3
<PAGE> 6
[FUND FACTS ICON] Fund Facts
UNDERSTANDING EXPENSES
Fund investors pay various expenses, either directly or indirectly. Listed below
are some of the main types of expenses, which all mutual funds may charge:
EXPENSES PAID DIRECTLY BY THE SHAREHOLDER:
SHAREHOLDER FEES -- fees paid directly from your investment. These include sales
charges and redemption fees, which you may pay when you buy or sell shares of
the Fund.
EXPENSES PAID INDIRECTLY BY THE SHAREHOLDER (these costs are deducted from the
Fund's total assets):
ANNUAL FUND OPERATING EXPENSES -- expenses that cover the costs of operating the
Fund.
MANAGEMENT FEE -- a fee paid to the investment adviser for managing the Fund.
DISTRIBUTION FEES -- fees used to support the Fund's marketing and distribution
efforts, such as advertising and promotion.
ACCOUNT MAINTENANCE FEES -- fees used to compensate dealers for account
maintenance activities.
FEES AND EXPENSES
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The Fund offers four different classes of shares. Although your money will be
invested the same way no matter which class of shares you buy, there are
differences among the fees and expenses associated with each class. Not everyone
is eligible to buy every class. After determining which classes you are eligible
to buy, decide which class best suits your needs. Your financial consultant can
help you with this decision.
THIS TABLE SHOWS THE DIFFERENT FEES AND EXPENSES THAT YOU MAY PAY IF YOU BUY AND
HOLD THE DIFFERENT CLASSES OF SHARES OF THE FUND. FUTURE EXPENSES MAY BE GREATER
OR LESS THAN THOSE INDICATED BELOW.
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SHAREHOLDER FEES: CLASS I CLASS A CLASS B(b) CLASS C
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MAXIMUM SALES CHARGE (LOAD) IMPOSED ON PURCHASES (AS
A PERCENTAGE OF OFFERING PRICE) 5.25%(c) 5.25%(c) NONE NONE
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MAXIMUM DEFERRED SALES CHARGE (LOAD) (AS A PERCENTAGE
OF ORIGINAL PURCHASE PRICE OR REDEMPTION PROCEEDS,
WHICHEVER IS LOWER) NONE(d) NONE(d) 4.00%(c) 1.00%(c)
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MAXIMUM SALES CHARGE (LOAD) IMPOSED ON DIVIDEND
REINVESTMENTS NONE NONE NONE NONE
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REDEMPTION FEE NONE NONE NONE NONE
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EXCHANGE FEE NONE NONE NONE NONE
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MAXIMUM ACCOUNT FEE NONE NONE NONE NONE
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ANNUAL FUND OPERATING EXPENSES(a):
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MANAGEMENT FEE(e) 0.50% 0.50% 0.50% 0.50%
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DISTRIBUTION AND/OR ACCOUNT MAINTENANCE (12b-1)
FEES(f) NONE 0.25% 1.00% 1.00%
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OTHER EXPENSES (INCLUDING TRANSFER AGENCY FEES)(g) 0.39% 0.39% 0.39% 0.39%
ADMINISTRATIVE FEES(h) 0.15% 0.15% 0.15% 0.15%
----- ----- ----- -----
TOTAL OTHER EXPENSES 0.54% 0.54% 0.54% 0.54%
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TOTAL ANNUAL FUND OPERATING EXPENSES(i) 1.04% 1.29% 2.04% 2.04%
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</TABLE>
(a) The fees and expenses include the expenses of both the Fund and the
Portfolio it invests in.
(b) Class B shares automatically convert to Class A shares about eight years
after you buy them and will no longer be subject to distribution fees.
(c) Some investors may qualify for reductions in the sales charge (load).
(d) You may pay a deferred sales charge if you purchase $1 million or more and
you redeem within one year.
(e) Paid by the Portfolio. The investment adviser pays the sub-adviser out of
this fee. The investment adviser or its affiliate provides accounting
services to the Portfolio at its cost.
(f) If you hold Class B or C shares for a long time, it may cost you more in
distribution (12b-1) fees than the maximum sales charge that you would have
paid if you had bought one of the other classes. Class B and C shares pay a
Distribution Fee of 0.75% and an Account Maintenance Fee of 0.25%. Class A
shares pay only an Account Maintenance Fee of 0.25%.
(g) Based on estimated amounts for the current fiscal year. The Transfer Agent
is an affiliate of the investment adviser. The Fund pays the Transfer Agent
a fee for each shareholder account and reimburses it for out-of-pocket
expenses. The fee ranges from $11.00 to $23.00 per account (depending on the
level of services required), but is set at 0.10% for certain accounts that
participate in certain fee-based programs.
(h) Paid by the Fund. The administrator provides accounting services to the Fund
at its cost.
(i) In addition, certain securities dealers may charge a fee to process a
purchase or sale of shares.
4 MERCURY U.S. LARGE CAP FUND
<PAGE> 7
[FUND FACTS ICON] Fund Facts
EXAMPLE
These examples are intended to help you compare the cost of investing in the
Fund with the cost of investing in other mutual funds.
These examples assume that you invest $10,000 in the Fund for the time periods
indicated, that your investment has a 5% return each year, that you pay the
sales charges, if any, that apply to the particular class and that the Fund's
operating expenses remain the same. This assumption is not meant to indicate you
will receive a 5% annual rate of return. Your annual return may be more or less
than the 5% used in these examples. Although your actual costs may be higher or
lower, based on these assumptions, your costs would be:
Expenses if you did redeem your shares:
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CLASS I CLASS A CLASS B CLASS C
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ONE YEAR $626 $650 $607 $307
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THREE YEARS $839 $913 $940 $640
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Expenses if you did not redeem your shares:
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CLASS I CLASS A CLASS B CLASS C
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ONE YEAR $626 $650 $207 $207
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THREE YEARS $839 $913 $640 $640
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MERCURY U.S. LARGE CAP FUND 5
<PAGE> 8
[ABOUT THE DETAILS ICON] About the Details
ABOUT THE PORTFOLIO MANAGEMENT TEAM -- The Fund is managed by members of a team
of 17 investment professionals who participate in the team's research process
and stock selection. The senior investment professionals in this group include
Garrett Fish, Andrew Hudson, and Michael Morony. Michael Morony is primarily
responsible for the day-to-day management of the Fund.
ABOUT THE INVESTMENT ADVISER -- Mercury Asset Management International Ltd.
is the investment adviser.
HOW THE FUND INVESTS
- --------------------------------------------------------------------------------
The Fund's main goal is long-term capital growth. The Fund tries to achieve its
goal by investing primarily in a diversified portfolio of equity securities of
large cap companies located in the U.S. The Fund may also invest up to 10% of
its assets in equity securities of companies located in Canada. In selecting
securities, the Fund emphasizes those securities that Fund management believes
to be undervalued or have good prospects for earnings growth.
The Fund will generally invest at least 65% of its total assets in equity
securities of large cap companies located in the U.S. Investments will also be
made in equity securities of companies of any market capitalization located in
Canada and of small or medium capitalization companies located in the U.S.
Normally, Canadian investments will represent 10% or less of the Fund's assets.
A company's market capitalization may go up or down due to market fluctuations.
The Fund will not sell a company's securities just because that company's market
capitalization drops below $5 billion or another amount set by the Fund. Equity
securities consist of:
- Common Stock
- Preferred Stock
- Securities Convertible into Common Stock
- Derivative securities such as options (including warrants)
and futures, the value of which is based on a common stock or
group of common stocks
The Fund considers a company to be "located" in the U.S. or Canada if:
- it is legally organized in the U.S. or Canada,
- the primary trading market for its securities is located in the
U.S. or Canada, or
- at least 50% of the company's (and its subsidiaries) non-current
assets, capitalization, gross revenues or profits have been
located in the U.S. or Canada during one of the last two fiscal
years
Under this definition a "foreign" company (a company organized or trading
outside the U.S. or Canada, or with substantial operations outside the U.S. or
Canada) may be considered to be "located" in the U.S. or Canada.
A company's stock is considered undervalued when the stock's current price is
less than Fund management believes a share of the company is worth. Fund
management feels a company's worth can be assessed by several factors, such as:
6 MERCURY U.S. LARGE CAP FUND
<PAGE> 9
[ABOUT THE DETAILS ICON] About the Details
- financial resources
- value of assets
- sales and earnings growth
- product development
- quality of management
- overall business prospects
A company's stock may become undervalued when most investors fail to perceive
the company's strengths in one or more of these areas. A company whose earnings
per share grow faster than inflation and the economy in general usually has a
higher stock price over time than companies with slower earnings growth. The
Fund's evaluation of the prospects for a company's industry or market sector is
an important factor in evaluating a particular company's earnings prospects.
Current income from dividends and interest will not be an important
consideration in selecting portfolio securities. The Fund may invest in debt
securities that are issued together with a particular equity security. The Fund
may or may not invest in derivatives to hedge (protect against price movements)
or to enable it to reallocate its investments more quickly than it could by
buying and selling the underlying securities.
The Fund has no stated minimum holding period for investments, and will buy or
sell securities whenever the Fund management sees an appropriate opportunity.
The Fund does not consider potential tax consequences to Fund shareholders when
it sells securities.
The Fund will normally invest almost all of its assets in the manner described
above. The Fund may, however, invest in short-term instruments, such as money
market securities and repurchase agreements, to meet redemptions. The Fund may
also, without limit, make short-term investments, purchase high quality bonds or
buy or sell derivatives to reduce exposure to equity securities when the Fund
believes it is advisable to do so (on a temporary defensive basis). Short term
investments and temporary defensive positions may limit the potential for growth
in the value of your shares and the Fund may therefore not achieve its
investment objective.
The Fund may use many different investment strategies in seeking its investment
objectives and it has certain investment restrictions. These strategies and
certain of the restrictions and policies governing the Fund's investments are
explained in the Fund's Statement of Additional Information. If you would like
to learn more about how the Fund may invest, request the Statement of Additional
Information.
MERCURY U.S. LARGE CAP FUND 7
<PAGE> 10
About the Details
ABOUT THE DETAILS LOGO
INVESTMENT RISKS
- --------------------------------------------------------------------------------
This section contains a summary discussion of the general risks of investing in
the Fund.
As with any mutual fund, there can be no guarantee that the Fund will meet its
goals, or that the Fund's performance will be positive over any period of time.
The Fund is subject to three principal risks: market risk, selection risk and
Canadian investment risk. Market risk is the risk that the U.S. or Canadian
equity markets will go down in value, including the possibility that the U.S. or
Canadian equity markets will go down sharply and unpredictably. Selection risk
is the risk that the stocks that the Fund's adviser selects will underperform
the markets or other funds with similar investment objectives and investment
strategies. Canadian investment risk is the risk that the Fund's Canadian
securities may go up or down in value depending on the fluctuations in the
relative exchange rates of the U.S. dollar and the Canadian dollar, U.S. and
Canadian political and economic developments, and changes in U.S. and Canadian
laws relating to investments in Canada. In addition to these risks, certain
investment techniques that the Fund may use entail other risks.
LIQUIDITY, INFORMATION AND VALUATION RISKS.
Certain securities, including securities of small companies, securities of
Canadian companies and "restricted securities," may be illiquid or volatile,
making it difficult or impossible to sell them at the time and at the price that
the Fund would like. Restricted securities have contractual or legal
restrictions on their resale and include "private placement" securities that the
Fund may buy directly from the issuer. Also, important information about these
companies, securities or the markets in which they trade, may be inaccurate or
unavailable. It may be difficult to value accurately these types of securities.
Certain derivatives may be subject to these risks as well.
OTHER CANADIAN SECURITIES RISKS.
Canadian securities are sensitive to conditions within Canada, but also tend to
follow the U.S. market. Canada's economy depends heavily on exports to the U.S.,
Canada's largest trading partner. The Canadian economy relies strongly on the
production and processing of natural resources. Historically, natural resource
prices have been volatile. Demand by many citizens of the Province of Quebec for
secession from Canada may significantly impact the Canadian economy.
8
MERCURY U.S. LARGE CAP FUND
<PAGE> 11
About the Details
ABOUT THE DETAILS LOGO
- - The costs of Canadian securities transactions tend to be higher than those of
U.S. transactions.
- - The Canadian securities market has different clearance and settlement
procedures, which may cause delays. This means that the Fund's assets may be
uninvested and not earning returns. The Fund may miss investment opportunities
or be unable to dispose of a security because of these delays.
FOREIGN SECURITY RISKS
The Fund defines companies located in the U.S. or Canada broadly. As a result,
the Fund's investments may include companies organized, traded or having
substantial operations outside the U.S. or Canada. This may expose the Fund to
risks associated with foreign investments.
- - The value of holdings traded outside the U.S. (and any hedging transactions in
foreign currencies) will be affected by changes in currency exchange rates.
- - The costs of non-U.S. securities transactions tend to be higher than those of
U.S. transactions.
- - These holdings may be adversely affected by foreign government action.
- - International trade barriers or economic sanctions against certain non-U.S.
countries may adversely affect these holdings.
BORROWING AND LEVERAGE
The use of borrowing can create leverage. Leverage increases the Fund's exposure
to risk by increasing its total investments. If the Fund borrows money to make
more investments than it otherwise could or to meet redemptions, and the Fund's
investments go down in value, the Fund's losses will be magnified. Borrowing
will cost the Fund interest expense and other fees.
Certain securities that the Fund buys may create leverage, including, for
example, derivative securities. Like borrowing, these investments may increase
the Fund's exposure to risk.
DERIVATIVES
The Fund may also use instruments referred to as "Derivatives." Derivatives
are financial instruments whose value is derived from another security,
a commodity (such as gold or oil) or an index (a measure of value or rates,
such as the S&P 500 or the prime lending rate). Derivatives allow the Fund
to increase or decrease its level of risk exposure more quickly and efficiently
MERCURY U.S. LARGE CAP FUND 9
<PAGE> 12
[ABOUT THE DETAILS ICON] About the Details
than transactions in other types of instruments. Derivatives, however, are
volatile and involve significant risks, including many of the risks described
above. Derivatives may not always be available or cost efficient. If the Fund
invests in derivatives the investments may not be effective as a hedge against
price movements and can limit potential for growth in Fund share value. Other
risks include:
- Credit risk -- the risk that the counterparty on a derivative
transaction will be unable to honor its financial obligation to the
Fund.
- Currency risk -- the risk that changes in the exchange rate
between two currencies will adversely affect the value (in U.S.
dollar terms) of an investment.
- Leverage risk -- the risk associated with certain types of
investments or trading strategies that relatively small market
movements may result in large changes in the value of an
investment. Certain investments or trading strategies that involve
leverage can result in losses that greatly exceed the amount
originally invested.
- Liquidity risk -- the risk that certain securities may be
difficult or impossible to sell at the time that the seller would
like or at the price that the seller believes the security is
currently worth.
- Index risk -- If the derivative is linked to the performance of an
index, it will be subject to the risks associated with changes in
that index. If the index changes, the Fund could receive lower
interest payments or experience a reduction in the value of the
derivative to below what the Fund paid. Certain indexed
securities, including inverse securities (which move in an
opposite direction to the index), may create leverage, to the
extent that they increase or decrease in value at a rate that is a
multiple of the changes in the applicable index.
The Fund may use the following types of derivative instruments:
- Futures -- exchange-traded contracts involving the obligation of
the seller to deliver, and the buyer to receive, certain assets
(or a money payment based on the change in value of
certain assets or an index) at a specified time. Futures may
involve leverage risk and currency risk.
10 MERCURY U.S. LARGE CAP FUND
<PAGE> 13
[ABOUT THE DETAILS ICON] About the Details
- Forwards -- private contracts involving the obligation of the
seller to deliver, and the buyer to receive, certain assets (or a
money payment based on the change in value of certain assets or an
index) at a specified time. Forwards involve credit risk and
leverage risk, and may involve currency risk.
- Options -- exchange-traded or private contracts involving the
right of a holder to deliver (a "put") or receive (a "call")
certain assets (or a money payment based on the change of certain
assets or an index) from another party at a specified price within
a specified time period. Options may involve leverage risk.
Private options also involve credit risk and liquidity risk.
Options may also involve currency risk.
CONVERTIBLE SECURITIES
Convertible securities, including bonds and preferred stock, are convertible
into common stock. As a result of the conversion feature, the interest or
dividend rate on a convertible security is generally less than would be the case
if the security were not convertible. The value of a convertible security will
be affected both by its stated interest or dividend rate and the value of the
underlying common stock. Therefore, its value will be affected by the factors
that affect both debt securities (such as interest rates) and equity securities
(such as stock market movements generally). Some convertible securities might
require the Fund to sell the securities back to the issuer or a third party at a
time that is disadvantageous to the Fund.
DEBT SECURITIES
Debt securities, such as bonds, involve credit risk, which is the risk that the
borrower will not make timely payments of principal and interest. These
securities are also subject to interest rate risk, which is the risk that the
value of the security may fall when interest rates rise. In general, the market
price of debt securities with longer maturities will go up or down more in
response to changes in interest rates than shorter term securities.
ADVISER'S HISTORICAL PERFORMANCE DATA
- --------------------------------------------------------------------------------
The following tables present historical performance data for all accounts that
have been managed by the investment adviser or another Mercury investment
adviser and that have substantially similar (although not necessarily identical)
objectives and policies to the Fund's. These accounts have been managed using
MERCURY U.S. LARGE CAP FUND 11
<PAGE> 14
[ABOUT THE DETAILS ICON] About the Details
investment styles and strategies substantially similar to those to be used in
managing the Fund. THESE FIGURES DO NOT REPRESENT THE PERFORMANCE OF THE FUND.
The Fund is newly organized and does not yet have a performance record. The
Fund's actual performance may be higher or lower, and past performance is no
guarantee of future results.
The composite figures shown in the tables presented below were calculated in the
following manner:
- All of the accounts in the composite were managed by the
investment adviser's Mercury affiliates. All personnel of the
investment adviser and its Mercury affiliates are employed by a
single holding company. Portfolio managers perform management
services for accounts of various Mercury advisers, including the
Fund's investment adviser, depending on the nature of each
adviser's clients. The investment process, including the resources
available to the portfolio managers and the supervisory review, is
the same across advisers. As a practical matter, there is no
significant distinction between the process used in determining
the recommendations of the investment adviser and those of its
Mercury affiliates.
- The accounts included in the composite are not U.S. mutual funds,
and are not subject to the same rules and regulations (for
example, diversification and liquidity requirements and
restrictions on transactions with affiliates) as the Fund, or to
the same types of expenses that the Fund will pay. These
differences might have adversely affected the performance figures
shown below.
- Unlike the Fund, some of the accounts in the composite do not
value their assets on a daily basis. Therefore, the performance
figures shown below have been calculated using a somewhat
different formula than the one that the Fund will use. This
difference might have adversely affected the performance figures
shown.
- The composite figures have been calculated by weighting the
performance of each included account by the level of the account's
total assets at the beginning of each monthly or quarterly period.
Accounts were added to the composite as of the first full quarter
under management and excluded at the end of the last full quarter
under management. Accordingly, the
12 MERCURY U.S. LARGE CAP FUND
<PAGE> 15
[ABOUT THE DETAILS ICON] About the Details
number of accounts included in the composite vary by quarter,
beginning with one from July 1, 1990 through January 1, 1996, and
increasing to four in the most recent quarter.
- The performance of each of the accounts in the composite may have
been influenced by the level of the account's total assets. Had an
account's assets been different, its performance might have been
higher or lower.
- The accounts presented were accounted for in various base
currencies other than U.S. dollars. The Fund will calculate its
net asset value daily in U.S. dollars. For purposes of this
presentation, the accounts' performance history was converted into
U.S. dollars on at least a quarterly basis using exchange rate
movements to approximate the equivalent U.S. dollar returns which
might have been achieved.
- The figures shown below represent the performance, converted to
U.S. dollars, of the composite's included accounts. THEY ARE NOT
THE PERFORMANCE OF THE FUND. Figures show total returns. Total
return shows you how much an investment has changed in value over
the stated time period and includes both capital appreciation and
income. The first table reflects average annual total returns.
This smooths out variations in annual performance by averaging
returns over the stated period. The second table shows actual
total returns for each one year period.
- To provide you with additional information, these composite
performance figures are presented two different ways. The "Gross
of Fees and Charges" row reflects the composite's gross
performance -- that is, performance before any deductions for fees
or expenses. These figures are hypothetical and presented for
information only; they do not reflect actual performance of the
accounts because the accounts would have paid fees and expenses.
The first table (average annual total returns) also includes a
"Net of Fees and Charges" section, which reflects adjustments of
the gross performance to reflect the deduction of all of the fees
and expenses that the Fund and a shareholder is projected to pay
as shown in the "Fees and Expenses" section at the beginning of
the Prospectus. Like the gross figures, the net figures are
hypothetical, because they do not reflect the actual fees and
charges paid by the included accounts. The net figures
MERCURY U.S. LARGE CAP FUND 13
<PAGE> 16
[ABOUT THE DETAILS ICON] About the Details
assume the shareholder bought the shares at the beginning of the
period and sold (redeemed) the shares at the end of the period. To
the extent the Fund's expenses deviate from the projections, the
"Net of Fees and Charges" figures will be inaccurate. The effect
would be greater over longer periods due to compounding. The "Net
of Fees and Charges" performance figures differ by class because
the sales charges and account maintenance fees differ for each
class of shares. The net figures shown -- that is, the performance
results after all applicable deductions -- are equal to or lower
than the actual net results of the included accounts.
- Both tables include figures for a benchmark index (Standard &
Poor's 500 Index) and for the Lipper Growth Funds universe so that
you can compare the composite's performance to the performance of
the market as a whole. The Standard & Poor's 500 Composite Stock
Price Index is an unmanaged index and does not reflect any fees or
charges. The Lipper Growth Funds Average reflects advisory fees
and other fees and charges, but does not reflect front-end or
contingent deferred sales charges.
14 MERCURY U.S. LARGE CAP FUND
<PAGE> 17
[ABOUT THE DETAILS ICON] About the Details
AVERAGE ANNUAL TOTAL RETURNS
- --------------------------------------------------------------------------------
THIS IS NOT THE FUND'S PERFORMANCE.
<TABLE>
<CAPTION>
FOR FOR FOR FOR FOR FOR
ONE-YEAR TWO-YEAR THREE-YEAR FOUR-YEAR FIVE-YEAR SIX-YEAR
PERIOD PERIOD PERIOD PERIOD PERIOD PERIOD
ENDED ENDED ENDED ENDED ENDED ENDED
SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30,
1998 1998 1998 1998 1998 1998
<S> <C> <C> <C> <C> <C> <C>
- -------------------------------------------------------------------------------------------------------------------------------
COMPOSITE OF SIMILAR ACCOUNTS,
RECALCULATED:
- -------------------------------------------------------------------------------------------------------------------------------
NET OF FEES AND CHARGES (2):
- -------------------------------------------------------------------------------------------------------------------------------
CLASS I FEES AND CHARGES 9.2% 22.5% 23.8% 25.5% 21.5% 21.6%
- -------------------------------------------------------------------------------------------------------------------------------
CLASS A FEES AND CHARGES 8.9 22.2 23.5 25.2 21.2 21.3
- -------------------------------------------------------------------------------------------------------------------------------
CLASS B FEES AND CHARGES 10.1 23.0 24.2 25.6 21.4 21.4
- -------------------------------------------------------------------------------------------------------------------------------
CLASS C FEES AND CHARGES 13.1 24.6 24.8 26.0 21.6 21.5
- -------------------------------------------------------------------------------------------------------------------------------
GROSS OF FEES AND CHARGES (3): 16.4 27.1 27.4 28.5 24.1 24.0
- -------------------------------------------------------------------------------------------------------------------------------
STANDARD & POOR'S 500 INDEX (4): 9.0 23.7 22.6 24.3 19.9 18.7
- -------------------------------------------------------------------------------------------------------------------------------
LIPPER GROWTH FUNDS AVERAGE
(DOES NOT INCLUDE SALES CHARGES)
(5): (1.5) 14.5 14.7 17.6 14.4 15.0
- -------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
FOR
FOR FOR EIGHT-YEAR
SEVEN-YEAR EIGHT-YEAR AND THREE MONTH
PERIOD PERIOD PERIOD
ENDED ENDED ENDED
SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30,
1998 1998 1998(1)
<S> <C> <C> <C>
- -------------------------------------------------------------------------------------------------
COMPOSITE OF SIMILAR ACCOUNTS,
RECALCULATED:
- ------------------------------------------------------------------------------------------------------------------
NET OF FEES AND CHARGES (2):
- -------------------------------------------------------------------------------------------------------------------------------
CLASS I FEES AND CHARGES 19.4% 21.1% 17.8
- -------------------------------------------------------------------------------------------------------------------------------
CLASS A FEES AND CHARGES 19.1 20.8 17.5
- -------------------------------------------------------------------------------------------------------------------------------
CLASS B FEES AND CHARGES 19.2 20.7 17.5
- -------------------------------------------------------------------------------------------------------------------------------
CLASS C FEES AND CHARGES 19.2 20.7 17.4
- -------------------------------------------------------------------------------------------------------------------------------
GROSS OF FEES AND CHARGES (3): 21.6 23.2 19.8
- -------------------------------------------------------------------------------------------------------------------------------
STANDARD & POOR'S 500 INDEX (4): 17.6 19.2 16.5
- -------------------------------------------------------------------------------------------------------------------------------
LIPPER GROWTH FUNDS AVERAGE
(DOES NOT INCLUDE SALES CHARGES)
(5): 14.1 16.6 13.6
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The investment adviser and its affiliates first began managing accounts with
substantially similar objectives and policies to those of the Fund on July
1, 1990.
(2) Reflects the reinvestment of dividends and distributions, and the deduction
of all fees and expenses that the Fund and a shareholder are projected to
pay (including the maximum front-end sales charges paid when purchasing
shares, or the maximum deferred sales charge paid upon redeeming shares at
the end of each period shown). To the extent the Fund's expenses deviate
from the projections, the "Net of Fees and Charges" figures will be
inaccurate. The effect would be greater over longer periods due to
compounding.
(3) Does not reflect the deduction of any fees, charges or expenses other than
certain brokerage commissions. These figures are hypothetical and presented
for information only; they do not reflect actual performance of the accounts
because the accounts would have paid fees and expenses.
(4) An unmanaged index comprised of common stock prices. No sales charges, 12b-1
fees or advisory fees, and no other expenses (e.g., custody or brokerage
fees) are reflected in the total returns of the Index. Index returns reflect
reinvestment of net dividends and distributions.
(5) An average of the performance of other U.S. investment companies that
concentrate their investments in equity securities of U.S. companies whose
long-term earnings are expected to grow significantly faster than the
earnings of the stocks represented in the major unmanaged stock indices. The
average does not reflect front-end or contingent deferred sales charges that
might be paid by an investor in a fund included in the average, but does
include 12b-1 fees, advisory fees and other expenses. The average also
reflects reinvestment of dividends and distributions.
MERCURY U.S. LARGE CAP FUND 15
<PAGE> 18
[ABOUT THE DETAILS ICON] About the Details
TOTAL RETURNS ON AN ANNUAL BASIS
- --------------------------------------------------------------------------------
THIS IS NOT THE FUND'S PERFORMANCE.
<TABLE>
<CAPTION>
FOR THE NINE
MONTHS ENDED
SEPTEMBER 30, FOR EACH YEAR ENDED DECEMBER 31,
1998 1997 1996 1995 1994 1993 1992 1991
<S> <C> <C> <C> <C> <C> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------------------------------
COMPOSITE OF SIMILAR ACCOUNTS,
RECALCULATED: GROSS OF FEES AND
CHARGES (2): 13.6% 29.8% 26.8% 46.7% 5.1% 13.9% 13.1% 28.7%
- -----------------------------------------------------------------------------------------------------------------------------
STANDARD & POOR'S 500 INDEX (3): 6.0 33.4 23.0 37.6 0.8 10.6 7.7 30.5
- -----------------------------------------------------------------------------------------------------------------------------
LIPPER GROWTH FUNDS AVERAGE (DOES
NOT INCLUDE SALES CHARGES) (4): (0.2) 25.4 19.8 31.3 (1.7) 11.2 8.6 37.4
- -----------------------------------------------------------------------------------------------------------------------------
<CAPTION>
FOR THE PERIOD
JULY 1, 1990 TO
DECEMBER 31,
1990(1)
<S> <C>
- -------------------------------------------------------
COMPOSITE OF SIMILAR ACCOUNTS,
RECALCULATED: GROSS OF FEES AND
CHARGES (2): (6.9)
- -------------------------------------------------------
STANDARD & POOR'S 500 INDEX (3): (6.0)
- -------------------------------------------------------
LIPPER GROWTH FUNDS AVERAGE (DOES
NOT INCLUDE SALES CHARGES) (4): (8.5)
- -------------------------------------------------------
</TABLE>
(1) The investment adviser and its affiliates first began managing accounts with
substantially similar objectives and policies to those of the Fund on July
1, 1990.
(2) Does not reflect the deduction of any fees, charges or expenses, other than
certain brokerage commissions. These figures are hypothetical and presented
for information only; they do not reflect actual performance of the accounts
because the accounts would have paid fees and expenses. If these fees and
expenses were included, the performance figures would be lower.
(3) An unmanaged index comprised of common stock prices. No sales charges, 12b-1
fees or advisory fees, and no other expenses (e.g., custody or brokerage
fees) are reflected in the total returns of the Index. Index returns reflect
reinvestment of net dividends and distributions.
(4) An average of the performance of other U.S. investment companies that
concentrate their investments in equity securities of U.S. companies whose
long-term earnings are expected to grow significantly faster than the
earnings of the stocks represented in the major unmanaged stock indices. The
average does not reflect front-end or contingent deferred sales charges that
might be paid by an investor in a fund included in the average, but does
include 12b-1 fees, advisory fees and other expenses. The average also
reflects reinvestment of dividends and distributions.
16 MERCURY U.S. LARGE CAP FUND
<PAGE> 19
[ACCOUNT CHOICES] Account Choices
PRICING OF SHARES
- --------------------------------------------------------------------------------
The Fund offers four classes of shares, each with its own sales charge and
expense structure allowing you to invest in the way that best suits your needs.
Each share class represents an ownership interest in the same investment
portfolio. The class of shares you should choose will be affected by the size of
your investment and how long you plan to hold your shares. Your financial
consultant can help you determine which pricing option is best suited to your
personal financial goals.
For example, if you select Class I or A, you will pay a sales charge at the time
of purchase. If you buy Class A shares, you also will pay an ongoing account
maintenance fee of 0.25%. If you select Class B or C shares, you can invest the
full amount of your purchase price, but you will be subject to a distribution
fee and account maintenance fee payable over time and possibly a deferred sales
charge when you sell shares. You may be eligible for a sales charge waiver. See
the following table.
If you purchase Class B or C shares you pay a distribution fee of 0.75% and an
account maintenance fee of 0.25% on an ongoing basis. Because these fees are
paid out of the Fund's assets on an ongoing basis, over time these fees increase
the cost of your investment and may cost you more than paying an initial sales
charge.
The Fund's shares are distributed by Mercury Funds Distributor, a division of
Princeton Funds Distributor, Inc.
A subscription period for the shares will end on January 26, 1999, unless
extended. Subscriptions will be payable, shares will be issued and the Fund will
commence operations on the third business day after the end of the subscription
period. The Fund or the Distributor can terminate the subscription offering at
any time, in which case the Fund will not commence operations or will commence
operations with a limited number of shares.
After the Fund commences operations, shares can be purchased on each business
day.
MERCURY U.S. LARGE CAP FUND 17
<PAGE> 20
[ACCOUNT CHOICES ICON] Account Choices
To better understand the pricing of the Fund's shares, we have summarized the
information below:
<TABLE>
<CAPTION>
CLASS I CLASS A CLASS B CLASS C
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
AVAILABILITY? LIMITED TO CERTAIN GENERALLY AVAILABLE GENERALLY AVAILABLE GENERALLY AVAILABLE
INVESTORS INCLUDING: THROUGH SELECTED THROUGH SELECTED THROUGH SELECTED
- Current Class I SECURITIES DEALERS. SECURITIES DEALERS. SECURITIES DEALERS.
shareholders
- Certain
Retirement Plans
- Participants of
certain sponsored
programs
- Certain affiliates
of selected
securities dealers
- ---------------------------------------------------------------------------------------------------------------------------
INITIAL SALES CHARGE? YES. PAYABLE AT TIME OF YES. PAYABLE AT TIME OF NO. ENTIRE PURCHASE NO. ENTIRE PURCHASE
PURCHASE. LOWER SALES PURCHASE. LOWER SALES PRICE IS INVESTED IN PRICE IS INVESTED IN
CHARGES AVAILABLE FOR CHARGES AVAILABLE FOR SHARES OF THE FUND. SHARES OF THE FUND.
CERTAIN LARGER CERTAIN LARGER
INVESTMENTS. INVESTMENTS.
- ---------------------------------------------------------------------------------------------------------------------------
DEFERRED SALES NO. (MAY BE CHARGED FOR NO. (MAY BE CHARGED FOR YES. PAYABLE IF YOU YES. PAYABLE IF YOU
CHARGE? PURCHASES OVER $1 PURCHASES OVER $1 REDEEM WITHIN SIX YEARS REDEEM WITHIN ONE YEAR
MILLION THAT ARE MILLION THAT ARE OF PURCHASE. OF PURCHASE.
REDEEMED WITHIN ONE REDEEMED WITHIN ONE
YEAR.) YEAR.)
- ---------------------------------------------------------------------------------------------------------------------------
ACCOUNT MAINTENANCE NO. 0.25% ACCOUNT 0.25% ACCOUNT 0.25% ACCOUNT
AND DISTRIBUTION MAINTENANCE FEE. NO MAINTENANCE FEE. 0.75% MAINTENANCE FEE. 0.75%
FEES? DISTRIBUTION FEE. DISTRIBUTION FEE. DISTRIBUTION FEE.
- ---------------------------------------------------------------------------------------------------------------------------
CONVERSION TO CLASS A NO. NO. YES, AUTOMATICALLY NO.
SHARES? AFTER APPROXIMATELY 8
YEARS.
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
18 MERCURY U.S. LARGE CAP FUND
<PAGE> 21
[ACCOUNT CHOICES ICON] Account Choices
RIGHT OF ACCUMULATION -- permits you to pay the sales charge applicable to the
cost or value (whichever is higher) of all shares you own in the Mercury mutual
funds.
LETTER OF INTENT -- permits you to pay the sales charge that would be applicable
if you add up all shares of Mercury mutual funds that you agree to buy
within a 13 month period. Certain restrictions apply.
CLASS I AND A SHARES -- INITIAL SALES CHARGE OPTIONS
The public offering price of Class I and Class A shares during the subscription
period is $10.00 per share. If you select Class I or A shares, you will pay a
sales charge at the time of purchase (whether during or after the subscription
period) as shown in the following table. During the subscription period,
securities dealers will receive compensation equal to the entire sales charge
(and therefore, may be deemed to be underwriters). After the subscription
period, the dealer compensation will be as shown in the last column.
<TABLE>
<CAPTION>
DEALER
COMPENSATION
AS A % OF AS A % OF AS A % OF
YOUR INVESTMENT OFFERING PRICE YOUR INVESTMENT* OFFERING PRICE
- ---------------------------------------------------------------------------------------
<S> <C> <C> <C>
LESS THAN $25,000 5.25% 5.54% 5.00%
- ---------------------------------------------------------------------------------------
$25,000 BUT LESS THAN
$50,000 4.75% 4.99% 4.50%
- ---------------------------------------------------------------------------------------
$50,000 BUT LESS THAN
$100,000 4.00% 4.17% 3.75%
- ---------------------------------------------------------------------------------------
$100,000 BUT LESS THAN
$250,000 3.00% 3.09% 2.75%
- ---------------------------------------------------------------------------------------
$250,000 BUT LESS THAN
$1,000,000 2.00% 2.04% 1.80%
- ---------------------------------------------------------------------------------------
$1,000,000 AND OVER** 0.00% 0.00% 0.00%
- ---------------------------------------------------------------------------------------
</TABLE>
* Rounded to the nearest one-hundredth percent.
** If you invest $1,000,000 or more in Class I or A shares, you may not pay an
initial sales charge. However, if you redeem your shares within one year
after purchase, you may be charged a deferred sales charge. This charge is 1%
of the lesser of the original cost of the shares being redeemed or your
redemption proceeds. A sales charge of 0.75% will be charged on purchases of
$1,000,000 or more of Class I and A shares by certain employer sponsored
retirement or savings plans.
No initial sales charge applies to Class I or Class A shares that you buy
through reinvestment of dividends or distributions.
A reduced or waived sales charge on a purchase of Class I or A shares may apply
for:
- Purchases under a RIGHT OF ACCUMULATION or LETTER OF INTENT.
- Certain trusts managed by banks, thrifts or trust companies
including those affiliated with Mercury or its affiliates.
- Certain employer-sponsored retirement or savings plans.
MERCURY U.S. LARGE CAP FUND 19
<PAGE> 22
[ACCOUNT CHOICES ICON] Account Choices
- Certain investors, including directors of mutual funds sponsored
by Mercury or its affiliates, employees of Mercury and its
affiliates, and employees of selected dealers.
- Certain fee-based programs managed by Mercury or its affiliates.
- Certain fee-based programs managed by selected dealers that have
an agreement with Mercury.
- Purchases through certain financial advisers that meet and adhere
to standards established by Mercury.
Only certain investors are eligible to buy Class I shares, including existing
Class I shareholders of the Fund, certain retirement plans and participants in
certain programs sponsored by Mercury or its affiliates. Your financial
consultant can help you determine whether you are eligible to buy Class I shares
or to participate in any of these programs.
If you decide to buy shares under the initial sales charge alternative and you
are eligible to buy both Class I and Class A shares, you should buy Class I
shares since Class A shares are subject to an account maintenance fee, while
Class I shares are not.
If you redeem Class I or Class A shares and within 30 days buy new shares of the
same class, you will not pay a sales charge on the new purchase amount. The
amount eligible for this "Reinstatement Privilege" may not exceed the amount of
your redemption proceeds. To exercise the privilege, contact your financial
consultant or the Fund's Transfer Agent at 1-888-763-2260.
CLASS B AND C SHARES -- DEFERRED SALES CHARGE OPTIONS
If you select Class B or Class C shares, you do not pay an initial sales charge
at the time of purchase. However, if you redeem your Class B shares within six
years after purchase or Class C shares within one year after purchase, you may
be required to pay a deferred sales charge. You will also pay distribution fees
of 0.75% and account maintenance fees of 0.25% each year. The Distributor uses
the money that it receives from the deferred sales charge and the distribution
fees to cover the costs of marketing, advertising and compensating the financial
consultant or other dealer who assists you in your decision to purchase Fund
shares. The public offering price of Class B and C shares during the
subscription period will be $10.00 per share.
20 MERCURY U.S. LARGE CAP FUND
<PAGE> 23
[ACCOUNT CHOICES ICON] Account Choices
CLASS B SHARES
If you redeem Class B shares within six years after purchase, you may be charged
a deferred sales charge. The amount of the charge gradually decreases as you
hold your shares over time, according to the following schedule:
<TABLE>
<CAPTION>
YEAR SINCE PURCHASE Sales Charge*
- ----------------------------------------
<S> <C>
0 - 1 4.00%
- ----------------------------------------
1 - 2 4.00%
- ----------------------------------------
2 - 3 3.00%
- ----------------------------------------
3 - 4 3.00%
- ----------------------------------------
4 - 5 2.00%
- ----------------------------------------
5 - 6 1.00%
- ----------------------------------------
6 AND AFTER 0.00%
- ----------------------------------------
</TABLE>
* The percentage charge will apply to the lesser of the original cost of the
shares being redeemed or the proceeds of your redemption. Shares acquired by
dividend or capital gain reinvestment are not subject to a deferred sales
charge. Mercury funds may not all have identical deferred sales charge
schedules. In the event of an exchange for the shares of another Mercury fund,
the higher charge, if any, would apply.
The deferred sales charge relating to Class B shares will be reduced or waived
in certain circumstances, such as:
- Certain post-retirement withdrawals from an IRA or other
retirement plan if you are over 59 1/2 years old (certain legal
documentation may be required at the time of liquidation
establishing eligibility for qualified distribution).
- Redemption by certain eligible 401(a) and 401(k) plans and certain
retirement plan rollovers.
- Redemption in connection with participation in certain fee-based
programs managed by Mercury or its affiliates.
- Redemption in connection with participation in certain fee-based
programs managed by selected dealers that have agreements with
Mercury.
- Withdrawals resulting from shareholder death or disability as long
as the waiver request is made within one year after death or
disability (certain legal documentation may be required at the
time of liquidation establishing eligibility for qualified
distribution).
- Withdrawal through the Systematic Withdrawal Plan of up to 10% per
year of your account value at the time the plan is established.
MERCURY U.S. LARGE CAP FUND 21
<PAGE> 24
[ACCOUNT CHOICES ICON] Account Choices
Your Class B shares convert automatically into Class A shares approximately
eight years after purchase. Any Class B shares received through reinvestment of
dividends or distributions paid on converting shares will also convert at that
time. Class A shares are subject to lower annual expenses than Class B shares.
The conversion of Class B shares to Class A shares is not a taxable event for
federal income tax purposes.
Different conversion schedules may apply to Class B shares of different Mercury
mutual funds. If you acquire your Class B shares in an exchange from another
fund with a shorter conversion schedule, the Fund's eight year conversion
schedule will apply. If you exchange your Class B shares in the Fund for Class B
shares of a fund with a longer conversion schedule, the other fund's conversion
schedule will apply. In any event, the length of time that you hold the original
and exchanged Class B shares in both funds will count toward the conversion
schedule.
The conversion schedule may be modified in certain other cases as well.
CLASS C SHARES
If you redeem Class C shares within one year after purchase, you may be charged
a deferred sales charge of 1.00%. The charge will apply to the lesser of the
original cost of the shares being redeemed or the proceeds of your redemption.
You will not be charged a deferred sales charge when you redeem shares that you
acquire through reinvestment of Fund dividends or distributions.
Class C shares do not offer a conversion privilege.
HOW TO BUY, SELL, TRANSFER AND EXCHANGE SHARES
- --------------------------------------------------------------------------------
The chart below summarizes how to buy, sell, transfer and exchange shares
through certain securities dealers. You may also buy shares through the Transfer
Agent. To learn more about buying shares through the Transfer Agent, call 1-
888-763-2260. Because the selection of a mutual fund involves many
considerations, your financial consultant may help you with this decision. The
Fund does not issue share certificates.
22 MERCURY U.S. LARGE CAP FUND
<PAGE> 25
[ACCOUNT CHOICES ICON] Account Choices
<TABLE>
<CAPTION>
IF YOU WANT TO YOUR CHOICES INFORMATION IMPORTANT FOR YOU TO KNOW
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
BUY SHARES First, select the share class Please refer to the pricing of shares table on page 18. Be
appropriate for you sure to read this Prospectus carefully.
-------------------------------------------------------------------------------------------------
Next, determine the amount of The minimum initial investment for the Fund is $1,000 for
your investment all accounts except:
- $500 for certain fee-based programs
- $100 for retirement plans
(The minimums for initial investments may be waived or
reduced under certain circumstances.)
-------------------------------------------------------------------------------------------------
Have your financial consultant The price of your shares is based on the next calculation of
or securities dealer submit net asset value after your order is placed. Any purchase
your purchase order orders placed within fifteen minutes after the close of
business on the New York Stock Exchange will be priced at
the net asset value determined that day.
Purchase orders received after that time will be priced at
the net asset value determined on the next business day. The
Fund may reject any order to buy shares and may suspend the
sale of shares at any time. Certain securities dealers may
charge a fee to process a purchase. For example, the fee
charged by Merrill Lynch, Pierce, Fenner & Smith
Incorporated is currently $5.35. The fees charged by other
securities dealers may be higher or lower.
-------------------------------------------------------------------------------------------------
Or contact the Transfer Agent Instead of purchasing through a financial consultant or
securities dealer, you can purchase shares of the Fund by
mailing a purchase order directly to the Transfer Agent at
the address on the inside back cover of this Prospectus.
- ------------------------------------------------------------------------------------------------------------------------
ADD TO YOUR Purchase additional shares The minimum investment for additional purchases is $100 for
INVESTMENT all accounts except:
- $50 for certain fee-based programs
- $1 for retirement plans
(The minimums for additional purchases may be waived under
certain circumstances.)
-------------------------------------------------------------------------------------------------
Acquire additional shares All dividends and capital gains distributions are
through the automatic dividend automatically reinvested without a sales charge.
reinvestment plan
-------------------------------------------------------------------------------------------------
Participate in the automated You may automatically invest a specific amount in the Fund
investment plan on a periodic basis through your securities dealer:
- The current minimum for such automatic investments is $50.
The minimum may be waived or revised under certain
circumstances.
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
MERCURY U.S. LARGE CAP FUND 23
<PAGE> 26
[ACCOUNT CHOICES ICON] Account Choices
<TABLE>
<CAPTION>
IF YOU WANT TO YOUR CHOICES INFORMATION IMPORTANT FOR YOU TO KNOW
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
TRANSFER SHARES TO Transfer to a participating To transfer your shares of the Fund to another securities
ANOTHER SECURITIES securities dealer dealer, authorized dealer agreements must be in place
DEALER between the Distributor and the transferring securities
dealer and the Distributor and the receiving securities
dealer. All shareholder services will be available for all
transferred shares. All future trading of these shares must
be coordinated by the receiving securities dealer.
-------------------------------------------------------------------------------------------------
Transfer to a non-participating You cannot transfer your shares of the Fund to a securities
securities dealer dealer that does not have an authorized dealer agreement
with the Distributor.
You must either:
- Transfer your shares to an account with the Transfer
Agent; or
- Sell your shares.
- ------------------------------------------------------------------------------------------------------------------------
SELL YOUR SHARES Have your financial consultant The price of your shares is based on the next calculation of
or securities dealer submit net asset value after your order is placed. For your
your sales order redemption request to be priced at the net asset value on
the day of your request, you must submit your request to
your dealer within fifteen minutes after that day's close of
business on the New York Stock Exchange (the New York Stock
Exchange generally closes at 4:00 p.m. Eastern time). Any
redemption request placed after that time will be priced at
the net asset value at the close of business on the next
business day. Dealers must submit redemption requests to the
Fund not more than thirty minutes after the close of
business on the New York Stock Exchange on the day the
request was received.
Certain securities dealers may charge a fee to process a
sale of shares. For example, the fee charged by Merrill
Lynch, Pierce, Fenner & Smith Incorporated is currently
$5.35. The fees charged by other securities dealers may be
higher or lower.
The Fund may reject an order to sell shares under certain
circumstances.
-------------------------------------------------------------------------------------------------
Sell through the Transfer Agent You may sell shares held at the Transfer Agent by writing to
the Transfer Agent at the address on the inside back cover
of this Prospectus. All shareholders on the account must
sign the letter and signatures must be guaranteed. Depending
on the type of account and/or type of distribution, certain
additional documentation may be required. The Transfer Agent
will normally mail sale proceeds within seven days following
receipt of a properly completed request. If you make a sales
order request before the Fund has collected payment for the
purchase of shares, the Fund or the Transfer Agent may delay
mailing your proceeds. This delay usually will not exceed
ten days.
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
24 MERCURY U.S. LARGE CAP FUND
<PAGE> 27
[ACCOUNT CHOICES ICON] Account Choices
<TABLE>
<CAPTION>
IF YOU WANT TO YOUR CHOICES INFORMATION IMPORTANT FOR YOU TO KNOW
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
SELL SHARES Participate in the Fund's You can generally arrange through your selected dealer for
SYSTEMATICALLY Systematic Redemption Program systematic sales of shares of a fixed dollar amount on a
monthly, bi-monthly, quarterly, semi-annual or annual basis,
subject to certain conditions. You must have dividends and
other distributions automatically reinvested. For Class B
and C shares your total annual withdrawals cannot be more
than 10% of the value of your shares at the time the Program
is established. The deferred sales charge is waived for
systematic sales of shares. Ask your financial consultant
for details.
- ------------------------------------------------------------------------------------------------------------------------
EXCHANGE YOUR Select the fund into which you You can exchange your shares of the Fund for shares of other
SHARES want to exchange. Be sure to Mercury mutual funds or for shares of the Summit Cash
read that fund's prospectus Reserves Fund. You must have held the shares used in the
exchange for at least 15 calendar days before you can
exchange to another fund.
Each class of Fund shares is generally exchangeable for
shares of the same class of another Mercury fund. If you own
Class I or Class A shares and wish to exchange into Summit,
you will exchange into Class A shares of Summit. Class B or
Class C shares can be exchanged for Class B shares of
Summit.
Some of the Mercury mutual funds may impose a different
initial or deferred sales charge schedule. If you exchange
Class I or Class A shares for shares of a fund with a higher
initial sales charge than you originally paid, you may be
charged the difference at the time of exchange. If you
exchange Class B or Class C shares for shares of a fund with
a different deferred sales charge schedule, the higher
schedule will apply. The time you hold Class B or Class C
shares in both funds will count when determining your
holding period for calculating a deferred sales charge at
redemption. Your time in both funds will also count when
determining the holding period for a conversion from Class B
to Class A shares.
Although there is currently no limit on the number of
exchanges that you can make, the exchange privilege may be
modified or terminated at any time in the future.
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
MERCURY U.S. LARGE CAP FUND 25
<PAGE> 28
[ACCOUNT CHOICES ICON] Account Choices
NET ASSET VALUE -- the market value in U.S. dollars of a Fund's total assets
after deducting liabilities, divided by the number of shares outstanding.
HOW SHARES ARE PRICED
- --------------------------------------------------------------------------------
When you buy shares, you pay the NET ASSET VALUE, plus any applicable sales
charge. This is the offering price. Shares are also redeemed at their net asset
value, minus any applicable deferred sales charge. The Fund calculates its net
asset value (generally by using market quotations) each day the New York Stock
Exchange is open, fifteen minutes after the close of business on the Exchange
(the Exchange generally closes at 4:00 p.m. Eastern time). The net asset value
used in determining your price is the one calculated after your purchase or
redemption order is received. Net asset value is generally calculated by valuing
each security at its closing price for the day. If an event occurs after the
close of an exchange that is likely to significantly affect the Fund's net asset
value, "fair value" pricing may be used. This means that the Fund may value
certain holdings at prices other than their last closing prices, and the Fund's
net asset value will reflect this. Securities and assets for which market
quotations are not readily available are also valued at fair value as determined
in good faith by or under the direction of the Board of Trustees.
Generally, Class I shares will have the highest net asset value, because that
class has the lowest expenses, and Class A shares will have a higher net asset
value than Class B or Class C shares. Also, dividends paid on Class I and Class
A shares will generally be higher than dividends paid on Class B and Class C
shares because Class I and Class A shares have lower expenses.
26 MERCURY U.S. LARGE CAP FUND
<PAGE> 29
[ACCOUNT CHOICES ICON] Account Choices
DIVIDENDS -- income paid to shareholders. Dividends may be reinvested in
additional Fund shares as they are paid.
DISTRIBUTIONS -- capital gains paid to shareholders.
Distributions may be reinvested in the Fund as they are paid.
FEE-BASED PROGRAMS
- --------------------------------------------------------------------------------
If you participate in certain fee-based programs offered by Mercury or an
affiliate of Mercury, or by selected dealers that have an agreement with
Mercury, you may be able to buy Class I shares at net asset value, including
through exchange from other share classes. Sales charges on the shares being
exchanged may be reduced or waived under certain circumstances.
You generally cannot transfer shares held through a fee-based program into
another account. Instead, you will have to redeem your shares held through the
program and purchase shares of another class, which may be subject to
distribution and account maintenance fees. This may be a taxable event and you
will pay any applicable sales charges.
If you leave one of these programs, your shares may be redeemed or automatically
exchanged into another class of Fund shares or into the Summit fund. The class
you receive may be the class you originally owned when you entered the program,
or in certain cases, a different class. If the exchange is into Class B shares,
the period before conversion to Class A shares may be modified. Any redemption
or exchange will be at net asset value. However, if you participate in the
program for less than a specified period, you may be charged a fee in accordance
with the terms of the program.
Details about these features and the relevant charges are included in the client
agreement for each fee-based program and are available from your financial
consultant or your selected dealer.
DIVIDENDS, CAPITAL GAINS AND TAXES
- --------------------------------------------------------------------------------
The Fund will distribute any net investment income and any net realized long or
short-term capital gains at least annually. The Fund may also pay a special
distribution at the end of the calendar year to comply with federal tax
requirements. DIVIDENDS and DISTRIBUTIONS may be reinvested automatically in
shares of the Fund at net asset value without a sales charge or may be taken in
cash. If your account is with a securities dealer that has an agreement with the
Fund, contact your financial consultant about which option you would like. If
your account is with the Transfer Agent, and you would like to receive dividends
and distributions in cash, contact the Transfer Agent.
MERCURY U.S. LARGE CAP FUND 27
<PAGE> 30
[ACCOUNT CHOICES ICON] Account Choices
"BUYING A DIVIDEND"
Unless your investment is in a tax-deferred account, you may want to avoid
buying shares shortly before the Fund pays a dividend or distribution. The
reason? If you buy shares when a fund has realized but not yet distributed
income or capital gains, you will pay the full price for the shares and then
receive a portion of the price back in the form of a taxable distribution.
Before investing you may want to consult your tax advisor.
You will pay tax on dividends and distributions from the Fund whether you
receive them in cash or additional shares.
If you redeem Fund shares or exchange them for shares of another fund, any gain
on the transaction may be subject to tax.
The Fund intends to make distributions that will either be taxed as ordinary
income or capital gains. Capital gains distributions may be taxable at different
rates depending on the length of time the Fund has held the assets sold.
If you are neither a lawful permanent resident nor a citizen of the U.S. or if
you are a foreign entity, the Fund's ordinary income dividends (which include
distributions of net short-term capital gains) will generally be subject to a
30% U.S. withholding tax, unless a lower treaty rate applies.
By law, the Fund must withhold 31% of your distributions and redemption proceeds
if you have not provided a taxpayer identification number or social security
number.
This section summarizes some of the consequences under current federal tax law
of an investment in the Fund. It is not a substitute for personal tax advice.
Consult your personal tax advisor about the potential tax consequences of an
investment in the Fund under all applicable tax laws.
28 MERCURY U.S. LARGE CAP FUND
<PAGE> 31
[THE MANAGEMENT TEAM ICON] The Management Team
MASTER/FEEDER STRUCTURE
- --------------------------------------------------------------------------------
Unlike many other mutual funds, which directly buy and manage their own
portfolio securities, the Fund seeks to achieve its investment objectives by
investing all its assets in the corresponding Portfolio of the Mercury Asset
Management Master Trust. Investors in the Fund will acquire an indirect interest
in the underlying Portfolio.
Other "feeder" funds may also invest in the "master" Portfolio. This structure
may enable the Fund to reduce costs through economies of scale. A larger
investment portfolio may also reduce certain transaction costs to the extent
that contributions to and redemptions from the master from different feeders may
offset each other and produce a lower net cash flow.
The Fund may withdraw from the Portfolio at any time and may invest all of its
assets in another pooled investment vehicle or retain an investment adviser to
manage the Fund's assets directly.
Smaller feeder funds may be harmed by the actions of larger feeder funds. For
example, a larger feeder fund could have more voting power than the Fund over
the operations of the Portfolio.
Whenever the Portfolio holds a vote of its feeder funds, the Fund will pass the
vote through to its own shareholders.
MERCURY U.S. LARGE CAP FUND 29
<PAGE> 32
[THE MANAGEMENT TEAM ICON] The Management Team
MANAGEMENT OF THE FUND
- --------------------------------------------------------------------------------
Mercury Asset Management International Ltd. manages the underlying Portfolio's
investments under the overall supervision of the Board of Trustees of the
Mercury Asset Management Master Trust. The investment adviser has the
responsibility for making all investment decisions for the Fund.
The senior investment professionals in the group that have managed the Fund's
portfolio since the Fund started operations include:
Garrett Fish has been employed as an investment professional by the investment
adviser or its Mercury affiliates since 1997. Mr. Fish was employed at Jardine
Fleming Hong Kong as a U.S. fund manager from 1994 to 1997. From 1991 to 1993
Mr. Fish was an account manager at Aetna Capital Management in the U.S.
Andrew J. Hudson, Director of Mercury Asset Management. He has been employed as
an investment professional by the investment adviser or its Mercury affiliates
since 1992.
Michael Morony has been employed as an investment professional by the investment
adviser or its Mercury affiliates since 1997. Mr. Morony worked for Threadneedle
Investment Managers from 1992 to 1997. Mr. Morony is primarily responsible for
the day-to-day management of the Fund.
Mercury and its affiliates manage portfolios with over $483 billion in assets
(as of October 1998) for individuals and institutions seeking investments
worldwide. This amount includes assets managed for its affiliates. The advisory
agreement between the Trust and the investment adviser gives the investment
adviser the responsibility for making all investment decisions.
30 MERCURY U.S. LARGE CAP FUND
<PAGE> 33
[THE MANAGEMENT TEAM ICON] The Management Team
The investment adviser is paid at the rate of 0.50% of the Portfolio's average
daily net assets.
The investment adviser has hired Fund Asset Management, L.P., an affiliate, to
manage daily cash assets. The Fund does not pay any incremental fee for this
service, although Mercury may make payments to Fund Asset Management, L.P. See
"Fees and Expenses" under "Fund Facts" for information about the fees paid to
Mercury Asset Management and its affiliates.
The Fund does not have an investment adviser, since the Fund's assets will be
invested in its corresponding Portfolio. Fund Asset Management, L.P. provides
administrative services to the Fund.
A NOTE ABOUT YEAR 2000
Many computer systems were designed using only two digits to designate years.
These systems may not be able to distinguish the Year 2000 from the Year 1900
(commonly known as the "Year 2000 Problem"). The Fund could be adversely
affected if the computer systems used by the investment adviser or other Fund
service providers do not properly address this problem before January 1, 2000.
The investment adviser expects to have addressed this problem before then, and
does not anticipate that the services it provides will be adversely affected.
The Fund's other service providers have told the administrator that they also
expect to resolve the Year 2000 Problem, and the administrator will continue to
monitor the situation as the year 2000 approaches. However, if the problem has
not been fully addressed, the Fund could be negatively affected. The Year 2000
Problem could also have a negative impact on the companies in which the Fund
invests, and this could hurt the Fund's investment returns.
MERCURY U.S. LARGE CAP FUND 31
<PAGE> 34
[THE MANAGEMENT TEAM ICON] The Management Team
FUND
Mercury U.S. Large Cap Fund
of Mercury Asset Management Funds, Inc.
P.O. Box 9011
Princeton, New Jersey 08543-9011
(888-763-2260)
INVESTMENT ADVISER
Mercury Asset Management International Ltd.
33 King William Street
London EC4R 9AS
England
ADMINISTRATOR AND SUB-ADVISER
Fund Asset Management, L.P.
800 Scudders Mill Road
Plainsboro, New Jersey 08536
TRANSFER AGENT
Financial Data Services, Inc.
P.O. Box 44062
Jacksonville, Florida 32232-4062
(888-763-2260)
INDEPENDENT AUDITORS
Deloitte & Touche LLP
117 Campus Drive
Princeton, New Jersey 08540-6400
DISTRIBUTOR
Mercury Funds Distributor,
a division of Princeton Funds Distributor, Inc.
P.O. Box 9081
Princeton, New Jersey 08543-9081
CUSTODIAN
Brown Brothers Harriman & Co.
40 Water Street
Boston, Massachusetts 02109
COUNSEL
Swidler Berlin Shereff Friedman, LLP
919 Third Avenue
New York, New York 10022
MERCURY U.S. LARGE CAP FUND
<PAGE> 35
[TO LEARN MORE ICON] To Learn More
SHAREHOLDER REPORTS
Additional information about the Fund's investments is available in the Fund's
annual and semi-annual reports to shareholders. In the Fund's annual report you
will find a discussion of the relevant market conditions and investment
strategies that significantly affected the Fund's performance during its last
fiscal year. You may obtain these reports at no cost by calling 1-888-763-2260.
If you hold your Fund shares through a brokerage account or directly at the
Transfer Agent, you may receive only one copy of each shareholder report and
certain other mailings regardless of the number of Fund accounts you have. If
you prefer to receive separate shareholder reports for each account (or if you
are receiving multiple copies and prefer to receive only one), call your
financial consultant or, if none, write to the Transfer Agent at its mailing
address. Include your name, address, tax identification number and brokerage or
mutual fund account number. If you have any questions, please call your
financial consultant or the Transfer Agent at 1-888-763-2260.
STATEMENT OF ADDITIONAL INFORMATION
The Fund's Statement of Additional Information contains further information
about the Fund and is incorporated by reference (legally considered to be part
of this Prospectus). You may request a free copy by writing or calling the Fund
at the address and telephone number indicated above.
Contact your financial consultant or the Fund at the telephone number or address
indicated on the inside back cover of this Prospectus if you have any questions.
Information about the Fund (including the Statement of Additional Information)
can be reviewed and copied at the SEC's Public Reference Room in Washington,
D.C. Call 1-800-SEC-0330 for information on the operation of the public
reference room. This information is also available on the SEC's Internet Site at
http://www.sec.gov and copies may be obtained upon payment of a duplicating fee
by writing the Public Reference Section of the SEC, Washington, D.C. 20549-6009.
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS. NO ONE IS
AUTHORIZED TO PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT.
Investment Company Act File #811-08797.
CODE #19040-1298
(C) Mercury Asset Management International Ltd.
Mercury U.S.
Large Cap Fund
OF MERCURY ASSET MANAGEMENT FUNDS,
INC.
[MERCURY ARTWORK]
PROSPECTUS - , 1998
[MERCURY ASSET MANAGEMENT LOGO]
<PAGE> 36
STATEMENT OF ADDITIONAL INFORMATION
MERCURY U.S. LARGE CAP FUND
of Mercury Asset Management Funds, Inc.
P.O. Box 9011, Princeton, New Jersey 08543-9011
Phone No. (888) 763-2260
------------------------
Mercury U.S. Large Cap Fund (the "Fund") is a series of Mercury Asset
Management Funds, Inc. (the "Corporation" or "Mercury"). The Fund is an open-end
diversified investment company (commonly known as a mutual fund). The investment
objective of the Fund is long-term capital growth. The Fund seeks to achieve
this objective through investments primarily in a diversified portfolio of
equity securities of large cap companies located in the U.S. The Fund may also
invest up to 10% of its assets in equity securities of companies located in
Canada. The Fund will seek to achieve its investment objective by investing all
of its assets in Mercury Master Core U.S. Growth Portfolio (the "Portfolio"),
which is the portfolio of Mercury Asset Management Master Trust (the "Trust")
that has the same investment objective as the Fund. The Fund's investment
experience will correspond directly to the investment experience of the
Portfolio. There can be no assurance that the investment objective of the Fund
will be achieved.
The Fund offers four classes of shares, each with a different combination
of sales charges, ongoing fees and other features. This permits an investor to
choose the method of purchasing shares that the investor believes is most
beneficial given the amount of the purchase, the length of time the investor
expects to hold the shares and other relevant circumstances. The Fund's
distributor is Mercury Funds Distributor, a division of Princeton Funds
Distributor, Inc.
------------------------
This Statement of Additional Information is not a prospectus and should be
read in conjunction with the Prospectus of the Fund, dated December 4, 1998 (the
"Prospectus"), which has been filed with the Securities and Exchange Commission
(the "Commission") and can be obtained, without charge, by calling the Fund at
1-888-763-2260 or your financial consultant, or by writing to the address listed
above. This Statement of Additional Information incorporates by reference the
Prospectus.
MERCURY ASSET MANAGEMENT INTERNATIONAL LTD. -- INVESTMENT ADVISER
MERCURY FUNDS DISTRIBUTOR -- DISTRIBUTOR
------------------------
The date of this Statement of Additional Information is December 4, 1998.
<PAGE> 37
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Investment Objectives and Policies.......................... 2
Investment Restrictions................................... 7
Management of the Fund...................................... 9
Directors and Officers.................................... 9
Compensation of Directors/Trustees........................ 10
Administration Arrangements............................... 11
Management and Advisory Arrangements...................... 11
Code of Ethics............................................ 13
Purchase of Shares.......................................... 13
Initial Sales Charge Alternatives -- Class I and Class A
Shares................................................. 14
Reduced Initial Sales Charges............................. 14
Distribution Plans........................................ 16
Limitations on the Payment of Deferred Sales Charges...... 17
Redemption of Shares........................................ 18
Redemption................................................ 18
Repurchase................................................ 18
Reinstatement Privilege -- Class I and Class A Shares..... 19
Deferred Sales Charges -- Class B and Class C Shares...... 19
Portfolio Transactions and Brokerage........................ 20
Determination of Net Asset Value............................ 21
Shareholder Services........................................ 23
Investment Account........................................ 23
Automatic Investment Plan................................. 23
Automatic Dividend Reinvestment Plan...................... 23
Systematic Redemption Program............................. 24
Retirement Plans.......................................... 25
Exchange Privilege........................................ 25
Fee-Based Programs........................................ 26
Dividends, Distributions and Taxes.......................... 26
Dividends and Distributions............................... 26
Taxes..................................................... 27
Tax Treatment of Options and Futures Transactions......... 29
Other Tax Matters......................................... 29
Performance Data............................................ 29
General Information......................................... 30
Description of Shares..................................... 30
Computation of Offering Price Per Share................... 31
Independent Auditors...................................... 31
Custodian................................................. 32
Transfer Agent............................................ 32
Legal Counsel............................................. 32
Reports to Shareholders................................... 32
Additional Information.................................... 32
Independent Auditors' Report.............................. 33
Financial Statements...................................... 34
Appendix A.................................................. A-1
Appendix B.................................................. B-1
</TABLE>
<PAGE> 38
INVESTMENT OBJECTIVES AND POLICIES
The goal (that is, the investment objective) of the Fund is long-term
capital growth. This is a fundamental policy and cannot be changed without
shareholder approval. The Fund tries to achieve its goal by investing primarily
in a diversified portfolio of equity securities of large cap companies located
in the U.S. The Fund may also invest up to 10% of its assets in equity
securities of companies of any market capitalization located in Canada.
Reference is made to "How the Fund Invests" in the Prospectus for a discussion
of the investment objective and policies of the Fund.
The Fund will seek to achieve its investment objective by investing all of
its assets in the Portfolio, which is a portfolio of the Trust that has the same
investment objective as the Fund. The Fund's investment experience and results
will correspond directly to the investment experience of the Portfolio. Thus,
all investments will be made at the level of the Portfolio. For simplicity,
however, with respect to investment objective, policies and restrictions, this
Statement of Additional Information, like the Prospectus, uses the term "Fund"
to include the underlying Portfolio in which the Fund invests. Reference is made
to the discussion under "How the Fund Invests" and "Investment Risks" in the
Prospectus for information with respect to the Fund's and the Portfolio's
investment objective and policies. There can be no guarantee that the Fund's
investment objective will be achieved.
For purposes of the Fund's investment objective, an issuer ordinarily will
be considered to be located in the country under the laws of which it is
organized or where the primary trading market of its securities is located. The
Fund, however, may consider a company to be located in a country, without
reference to its domicile or to the primary trading market of its securities,
when at least 50% of its non-current assets, capitalization, gross revenues or
profits in any one of the two most recent fiscal years represents (directly or
indirectly through subsidiaries) assets or activities located in such country.
The Fund also may consider closed-end investment companies to be located in the
country or countries in which they primarily make their portfolio investments.
While it is the policy of the Fund generally not to engage in trading for
short-term gains, Mercury Asset Management International Ltd. ("Mercury
International" or the "Investment Adviser") will effect portfolio transactions
without regard to holding period if, in its judgment, such transactions are
advisable in light of a change in circumstances of a particular company or
within a particular industry or in general market, economic or financial
conditions.
The U.S. Government has from time to time in the past imposed restrictions,
through taxation and otherwise, on non-U.S. investments by U.S. investors such
as the Fund. If such restrictions should be reinstituted, it might become
necessary for the Fund to invest all or substantially all of its assets in U.S.
securities. In such event, the Fund would review its investment objective or
fundamental policies to determine whether changes are appropriate. Any changes
in the investment objective or fundamental policies set forth under "Investment
Restrictions" below would require the approval of the holders of a majority of
the Fund's outstanding voting securities.
The Fund's ability and decisions to purchase or sell portfolio securities
may be affected by laws or regulations relating to the convertibility and
repatriation of assets. Under present conditions, the Investment Adviser does
not believe that these considerations will have any significant effect on its
portfolio strategy, although there can be no assurance in this regard.
The Fund may invest in the securities of non-U.S. issuers in the form of
American Depositary Receipts ("ADRs"), European Depositary Receipts ("EDRs"),
Global Depositary Receipts ("GDRs") or other securities convertible into
securities of non-U.S. issuers. These securities may not necessarily be
denominated in the same currency as the securities into which they may be
converted. However, they would generally be subject to the same risks as the
securities into which they may be converted (as more fully described in the
Prospectus and below). ADRs are receipts typically issued by an American bank or
trust company that evidence ownership of underlying securities issued by a
non-U.S. corporation. EDRs are receipts issued in Europe that evidence a similar
ownership arrangement. GDRs are receipts issued throughout the world that
evidence a similar ownership arrangement. Generally, ADRs, in registered form,
are designed for use in the
2
<PAGE> 39
U.S. securities markets, and EDRs, in bearer form, are designed for use in
European securities markets. GDRs are tradeable both in the United States and
Europe and are designed for use throughout the world. The Fund may invest in
unsponsored ADRs, EDRs and GDRs. The issuers of unsponsored ADRs, EDRs and GDRs
are not obligated to disclose material information in the United States, and
therefore, there may be no correlation between such information and the market
value of such securities.
The Fund's investment objective and policies are described in "How the Fund
Invests" in the Prospectus. Certain types of securities in which the Fund may
invest and certain investment practices that the Fund may employ are discussed
more fully below.
Investing in Canada. While the Fund will invest at least 65% of its total
assets in large cap companies located in the United States, it may invest up to
10% or less of its assets in Canada. Canadian securities are sensitive to
conditions within Canada, but also tend to follow the U.S. market. The country's
economy relies strongly on the production and processing of natural resources,
and foreign trade. The Canadian government has attempted to reduce restrictions
against foreign investment, and its recent trade agreements with the United
States and Mexico are expected to increase trade; however, these reforms could
be reversed. Demand by many citizens in the Province of Quebec for secession
from Canada may significantly impact the Canadian economy.
Foreign Security Risks. The Fund defines companies located in the U.S. or
Canada broadly. As a result, the Fund's investments may include companies
organized, traded or having substantial operations outside the U.S. or Canada.
This may expose the Fund to risks associated with foreign investments. Foreign
investments involve certain risks not typically involved in domestic
investments, including fluctuations in foreign exchange rates, future political
and economic developments, different legal systems and the existence or possible
imposition of exchange controls or other U.S. or non-U.S. governmental laws or
restrictions applicable to such investments. Securities prices in different
countries are subject to different economic, financial and social factors.
Because the Fund may invest in securities denominated or quoted in currencies
other than the U.S. dollar, changes in foreign currency exchange rates may
affect the value of securities in the portfolio and the unrealized appreciation
or depreciation of investments insofar as U.S. investors are concerned. Foreign
currency exchange rates are determined by forces of supply and demand in the
foreign exchange markets. These forces are, in turn, affected by international
balance of payments and other economic and financial conditions, government
intervention, speculation and other factors. With respect to certain countries,
there may be the possibility of expropriation of assets, confiscatory taxation,
high rates of inflation, political or social instability or diplomatic
developments that could affect investment in those countries. In addition,
certain investments may be subject to non-U.S. withholding taxes.
Debt Securities. The Fund may hold convertible debt securities,
non-convertible securities and preferred securities. The Fund has established no
rating criteria for the debt securities in which it may invest. Therefore, the
Fund may invest in debt securities either (a) rated in one of the top four
rating categories by a nationally recognized statistical rating organization or
unrated but in the Investment Adviser's judgment, possess similar credit
characteristics ("investment grade securities") or (b) rated below the top four
rating categories or that are unrated but, in the Investment Adviser's judgment,
possess similar credit characteristics ("high yield securities"). The Investment
Adviser considers ratings as one of several factors in its independent credit
analysis of issuers.
Issuers of high yield securities may be highly leveraged and may not have
available to them more traditional methods of financing. Therefore, the risks
associated with acquiring the securities of such issuers generally are greater
than is the case with higher rated securities. For example, during an economic
downturn or a sustained period of rising interest rates, issuers of high yield
securities may be more likely to experience financial stress, especially if such
issuers are highly leveraged. High yield securities tend to be more volatile
than higher rated fixed income securities and adverse economic events may have a
greater impact on the prices of high yield securities than on higher rated fixed
income securities. The issuer's ability to service its debt obligations also may
be adversely affected by specific issuer developments or the issuer's inability
to meet specific projected business forecasts or the unavailability of
additional financing. The risk of loss due to default
3
<PAGE> 40
by the issuer is significantly greater for the holder of high yield securities
because such securities may be unsecured and may be subordinated to other
creditors of the issuer.
High yield securities frequently have call or redemption features that
would permit the issuer to repurchase such securities from the Fund. If a call
were exercised by an issuer during a period of declining interest rates, the
Fund likely would have to replace such called security with a lower yielding
security, thus decreasing the net investment income for the Fund and dividends
to shareholders.
The Fund may have difficulty disposing of certain high yield securities
because there may be a thin trading market for such securities. Because not all
dealers maintain markets in all high yield securities, there is no established
retail secondary market for many of these securities, and the Fund anticipates
that such securities could be sold only to a limited number of dealers or
institutional investors. To the extent that a secondary trading market for high
yield securities does exist, it is generally not as liquid as the secondary
market for higher rated securities. Reduced secondary market liquidity may have
an adverse impact on market price and the Fund's ability to dispose of
particular issues when necessary to meet the Fund's liquidity needs or in
response to a specific economic event such as a deterioration in the
creditworthiness of the issuer. Reduced secondary market liquidity for certain
securities also may make it more difficult for the Fund to obtain accurate
market quotations for purposes of valuing the Fund's portfolio. Market
quotations are generally available on many high yield securities only from a
limited number of dealers and may not necessarily represent firm bids of such
dealer or prices for actual sales.
Adverse publicity and investor perceptions, which may not be based on
fundamental analysis, also may decrease the value and liquidity of high yield
securities, particularly in a thinly traded market. To the extent the Fund holds
high yield securities, factors adversely affecting the market value of high
yield securities are likely to adversely affect the Fund's net asset value. In
addition, the Fund may incur additional expenses to the extent it is required to
seek recovery upon a default on a portfolio holding or participate in the
restructuring of the obligation.
Borrowing. The Fund may borrow from banks (as defined in the Investment
Company Act) in amounts up to 33 1/3% of its total assets (including the amount
borrowed), and may borrow up to an additional 5% of its total assets for
temporary purposes. The Fund may obtain such short-term credit as may be
necessary for the clearance of purchases and sales of portfolio securities and
may purchase securities on margin to the extent permitted by applicable law.
Subject to these limits, the Fund may use borrowing to enable it to meet
redemptions.
The use of leverage by the Fund creates an opportunity for greater total
return, but, at the same time, creates special risks. For example, leveraging
may exaggerate changes in the net asset value of Fund shares and in the yield on
the Fund's portfolio. Although the principal of such borrowings will be fixed,
the Fund's assets may change in value during the time the borrowings are
outstanding. Borrowings will create interest expenses for the Fund which can
exceed the income from the assets purchased with the borrowings. To the extent
the income or capital appreciation derived from securities purchased with
borrowed funds exceeds the interest the Fund will have to pay on the borrowings,
the Fund's return will be greater than if leverage had not been used.
Conversely, if the income or capital appreciation from the securities purchased
with such borrowed funds is not sufficient to cover the cost of borrowing, the
return to the Fund will be less than if leverage had not been used, and
therefore the amount available for distribution to shareholders as dividends and
other distributions will be reduced. In the latter case, the Investment Adviser
in its best judgment nevertheless may determine to maintain the Fund's leveraged
position if it expects that the benefits to the Fund's shareholders of
maintaining the leveraged position will outweigh the current reduced return.
Illiquid or Restricted Securities. The Fund may invest up to 15% of its
net assets in securities that lack an established secondary trading market or
otherwise are considered illiquid. Liquidity of a security relates to the
ability to dispose easily of the security and the price to be obtained upon
disposition of the security, which may be less than would be obtained for a
comparable more liquid security. Illiquid securities may trade at a discount
from comparable, more liquid investments. Investment of the Fund's assets in
illiquid securities may restrict the ability of the Fund to dispose of its
investments in a timely fashion and for a fair price as well as its ability to
take advantage of market opportunities. The risks associated with illiquidity
will be particularly acute where the Fund's operations require cash, such as
when the Fund redeems shares or pays dividends, and could
4
<PAGE> 41
result in the Fund borrowing to meet short-term cash requirements or incurring
capital losses on the sale of illiquid investments.
The Fund may invest in securities that are "restricted securities."
Restricted securities have contractual or legal restrictions on their resale and
include "private placement" securities that the Fund may buy directly from the
issuer. Restricted securities may be neither listed on an exchange nor traded in
other established markets. Privately placed securities may or may not be freely
transferable under the laws of the applicable jurisdiction or due to contractual
restrictions on resale. As a result of the absence of a public trading market,
privately placed securities may be more difficult to value than publicly traded
securities and may be less liquid, or illiquid, and therefore may be subject to
the risks associated with illiquid securities, as described in the preceding
paragraph. Some restricted securities, however, may be liquid. In addition,
issuers whose securities are not publicly traded may not be subject to the
disclosure and other investor protection requirements that may be applicable if
their securities were publicly traded. If any privately placed securities held
by the Fund are required to be registered under the securities laws of one or
more jurisdictions before being resold, the Fund may be required to bear the
expenses of registration. Certain of the Fund's investments in private
placements may consist of direct investments and may include investments in
smaller, less-seasoned issuers, which may involve greater risks. These issuers
may have limited product lines, markets or financial resources, or they may be
dependent on a limited management group. In making investments in such
securities, the Fund may obtain access to material nonpublic information which
may restrict the Fund's ability to conduct portfolio transactions in such
securities.
144A Securities. The Fund may purchase restricted securities that can be
offered and sold to "qualified institutional buyers" under Rule 144A under the
Securities Act. The Board of Directors has determined to treat as liquid Rule
144A securities that are either (i) freely tradable in their primary markets
offshore or (ii) non-investment grade debt securities which the Fund's
management determines are as liquid as publicly registered non-investment grade
debt securities. The Board of Directors has adopted guidelines and delegated to
the Fund's management the daily function of determining and monitoring liquidity
of restricted securities. The Board of Directors, however, will retain
sufficient oversight and be ultimately responsible for the determinations. Since
it is not possible to predict with assurance exactly how this market for
restricted securities sold and offered under Rule 144A will develop, the Board
of Directors will carefully monitor investments in these securities. This
investment practice could have the effect of increasing the level of illiquidity
in the Fund to the extent that qualified institutional buyers become for a time
uninterested in purchasing these securities.
Other Special Considerations. The Fund may make short-term investments,
purchase high quality bonds or buy or sell derivatives, to reduce exposure to
equity securities when the Fund believes it is advisable to do so (on a
temporary defensive basis). Short-term investments and temporary defensive
positions may limit the potential for growth in the value of shares of the Fund.
Sovereign Debt. The Fund may invest more than 5% of its assets in debt
obligations ("sovereign debt") issued or guaranteed by non-U.S. governments or
their agencies and instrumentalities ("governmental entities"). Investment in
sovereign debt may involve a high degree of risk that the governmental entity
that controls the repayment of sovereign debt may not be able or willing to
repay the principal and/or interest when due in accordance with the terms of
such debt. A governmental entity's willingness or ability to repay principal and
interest due in a timely manner may be affected by, among other factors, its
cash flow situation, the extent of its foreign reserves, the availability of
sufficient foreign exchange on the date a payment is due, the relative size of
the debt service burden to the economy as a whole.
Holders of sovereign debt, including the Fund, may be requested to
participate in the rescheduling of such debt and to extend further loans to
governmental entities. There is no bankruptcy proceeding by which sovereign debt
on which a governmental entity has defaulted may be collected in whole or in
part.
The sovereign debt instruments in which the Fund may invest involve great
risk and are deemed to be the equivalent in terms of quality to high yield/high
risk securities discussed above and are subject to many of the same risks as
such securities. Similarly, the Fund may have difficulty disposing of certain
sovereign debt obligations because there may be a thin trading market for such
securities.
5
<PAGE> 42
Securities Lending. The Fund may lend securities with a value not
exceeding 33 1/3% of its total assets. In return, the Fund receives collateral
in an amount equal to at least 100% of the current market value of the loaned
securities in cash or securities issued or guaranteed by the U.S. Government. If
cash collateral is received by the Fund, it is invested in short-term money
market securities, and a portion of the yield received in respect of such
investment is retained by the Fund. Alternatively, if securities are delivered
to the Fund as collateral, the Fund and the borrower negotiate a rate for the
loan premium to be received by the Fund for lending its portfolio securities. In
either event, the total yield on the Fund's portfolio is increased by loans of
its portfolio securities. The Fund may receive a flat fee for its loans. The
loans are terminable at any time and the borrower, after notice, is required to
return borrowed securities within five business days. The Fund may pay
reasonable finder's, administrative and custodial fees in connection with its
loans. In the event that the borrower defaults on its obligation to return
borrowed securities because of insolvency or for any other reason, the Fund
could experience delays and costs in gaining access to the collateral and could
suffer a loss to the extent the value of the collateral falls below the market
value of the borrowed securities.
Repurchase Agreements. The Fund may invest in securities pursuant to
repurchase agreements. Repurchase agreements may be entered into only with a
member bank of the Federal Reserve System or primary dealer in U.S. Government
securities or an affiliate thereof. Under such agreements, the bank or primary
dealer or an affiliate thereof agrees, upon entering into the contract, to
repurchase the security at a mutually agreed upon time and price, thereby
determining the yield during the term of the agreement. This insulates the Fund
from fluctuations in the market value of the underlying security during such
period, although, to the extent the repurchase agreement is not denominated in
U.S. dollars, the Fund's return may be affected by currency fluctuations. The
Fund may not invest more than 15% of its total assets in repurchase agreements
maturing in more than seven days (together with other illiquid securities).
Repurchase agreements may be construed to be collateralized loans by the
purchaser to the seller secured by the securities transferred to the purchaser.
The Fund will require the seller to provide additional collateral if the market
value of the securities falls below the repurchase price at any time during the
term of the repurchase agreement. In the event of default by the seller under a
repurchase agreement construed to be a collateralized loan, the underlying
securities are not owned by the Fund but only constitute collateral for the
seller's obligation to pay the repurchase price. Therefore, the Fund may suffer
time delays and incur costs or possible losses in connection with the
disposition of the collateral. In the event of a default under such a repurchase
agreement, instead of the contractual fixed rate of return, the rate of return
to the Fund shall be dependent upon intervening fluctuations of the market value
of such security and the accrued interest on the security. In such event, the
Fund would have rights against the seller for breach of contract with respect to
any losses arising from market fluctuations following the failure of the seller
to perform.
Warrants. The Fund may invest in warrants, which are securities
permitting, but not obligating, the warrant holder to subscribe for other
securities. Buying a warrant does not make the Fund a shareholder of the
underlying stock. The warrant holder has no right to dividends or votes on the
underlying stock. A warrant does not carry any right to assets of the issuer,
and for this reason investment in warrants may be more speculative than other
equity-based investments.
When-Issued Securities and Forward Commitments. The Fund may purchase or
sell securities that it is entitled to receive on a when-issued basis. The Fund
may also purchase or sell securities through a forward commitment. These
transactions involve the purchase or sale of securities by the Fund at an
established price with payment and delivery taking place in the future. The Fund
enters into these transactions to obtain what is considered an advantageous
price to the Fund at the time of entering into the transaction. The Fund has not
established any limit on the percentage of its assets that may be committed in
connection with these transactions. When the Fund is purchasing securities in
these transactions, the Fund maintains a segregated account with its custodian
of cash, cash equivalents, U.S. Government securities or other liquid securities
in an amount equal to the amount of its purchase commitments.
There can be no assurance that a security purchased on a when-issued basis
will be issued, or a security purchased or sold through a forward commitment
will be delivered. The value of securities in these transactions on the delivery
date may be more or less than the Fund's purchase price. The Fund may bear the
6
<PAGE> 43
risk of a decline in the value of the security in these transactions and may not
benefit from an appreciation in the value of the security during the commitment
period.
Standby Commitment Agreements. The Fund may enter into standby commitment
agreements. These agreements commit the Fund, for a stated period of time, to
purchase a stated amount of securities which may be issued and sold to the Fund
at the option of the issuer. The price of the security is fixed at the time of
the commitment. At the time of entering into the agreement the Fund is paid a
commitment fee, regardless of whether or not the security is ultimately issued.
The Fund will enter into such agreements for the purpose of investing in the
security underlying the commitment at a price that is considered advantageous to
the Fund. The Fund will not enter into a standby commitment with a remaining
term in excess of 45 days and will limit its investment in such commitments so
that the aggregate purchase price of securities subject to such commitments,
together with the value of portfolio securities subject to legal restrictions on
resale that affect their marketability, will not exceed 15% of its net assets
taken at the time of the commitment. The Fund will maintain a segregated account
with its custodian of cash, cash equivalents, U.S. Government securities or
other liquid securities in an aggregate amount equal to the purchase price of
the securities underlying the commitment.
There can be no assurance that the securities subject to a standby
commitment will be issued, and the value of the security, if issued, on the
delivery date may be more or less than its purchase price. Since the issuance of
the security underlying the commitment is at the option of the issuer, the Fund
may bear the risk of a decline in the value of such security and may not benefit
from an appreciation in the value of the security during the commitment period.
The purchase of a security subject to a standby commitment agreement and
the related commitment fee will be recorded on the date on which the security
can reasonably be expected to be issued, and the value of the security
thereafter will be reflected in the calculation of the Fund's net asset value.
The cost basis of the security will be adjusted by the amount of the commitment
fee. In the event the security is not issued, the commitment fee will be
recorded as income on the expiration date of the standby commitment.
INVESTMENT RESTRICTIONS
The Corporation has adopted the following restrictions and policies
relating to the investment of the Fund's assets and its activities. The
fundamental restrictions set forth below may not be changed with respect to the
Fund without the approval of the holders of a majority of the Fund's outstanding
voting securities (which for this purpose and under the Investment Company Act
means the lesser of (i) 67% of the shares represented at a meeting at which more
than 50% of the outstanding shares are represented or (ii) more than 50% of the
outstanding shares). Provided that none of the following restrictions shall
prevent the Fund from investing all of its assets in shares of another
registered investment company with the same investment objective (in a
master/feeder structure), the Fund may not:
1. Make any investment inconsistent with the Fund's classification as
a diversified company under the Investment Company Act.
2. Invest more than 25% of its assets, taken at market value, in the
securities of issuers in any particular industry (excluding the U.S.
Government and its agencies and instrumentalities).
3. Make investments for the purpose of exercising control or
management. Investments by the Fund in wholly-owned investment entities
created under the laws of certain countries will not be deemed the making
of investments for the purpose of exercising control or management.
4. Purchase or sell real estate, except that, to the extent permitted
by applicable law, the Fund may invest in securities directly or indirectly
secured by real estate or interests therein or issued by companies that
invest in real estate or interests therein.
5. Make loans to other persons, except that the acquisition of bonds,
debentures or other corporate debt securities and investment in
governmental obligations, commercial paper, pass-through instruments,
certificates of deposit, bankers' acceptances, repurchase agreements or any
similar instruments shall not
7
<PAGE> 44
be deemed to be the making of a loan, and except further that the Fund may
lend its portfolio securities, provided that the lending of portfolio
securities may be made only in accordance with applicable law and the
guidelines set forth in the Fund's Prospectus and Statement of Additional
Information, as they may be amended from time to time.
6. Issue senior securities to the extent such issuance would violate
applicable law.
7. Borrow money, except that (i) the Fund may borrow from banks (as
defined in the Investment Company Act) in amounts up to 33 1/3% of its
total assets (including the amount borrowed), (ii) the Fund may borrow up
to an additional 5% of its total assets for temporary purposes, (iii) the
Fund may obtain such short-term credit as may be necessary for the
clearance of purchases and sales of portfolio securities and (iv) the Fund
may purchase securities on margin to the extent permitted by applicable
law. The Fund may not pledge its assets other than to secure such
borrowings or, to the extent permitted by the Fund's investment policies as
set forth in its Prospectus and Statement of Additional Information, as
they may be amended from time to time, in connection with hedging
transactions, short sales, when-issued and forward commitment transactions
and similar investment strategies.
8. Underwrite securities of other issuers except insofar as the Fund
technically may be deemed an underwriter under the Securities Act of 1933,
as amended (the "Securities Act"), in selling portfolio securities.
9. Purchase or sell commodities or contracts on commodities, except to
the extent that the Fund may do so in accordance with applicable law and
the Fund's Prospectus and Statement of Additional Information, as they may
be amended from time to time, and without registering as a commodity pool
operator under the Commodity Exchange Act.
The Trust has adopted investment restrictions substantially identical to
the foregoing, which are fundamental policies of the Trust and may not be
changed with respect to the Portfolio without the approval of the holders of a
majority of the interests of the Portfolio.
In addition, the Corporation has adopted non-fundamental restrictions that
may be changed by the Board of Directors without shareholder approval. Like the
fundamental restrictions, none of the non-fundamental restrictions, including
but not limited to restriction (a) below, shall prevent the Fund from investing
all of its assets in shares of another registered investment company with the
same investment objective (in a master/feeder structure). Under the
non-fundamental investment restrictions, the Fund may not:
(a) Purchase securities of other investment companies, except to the
extent such purchases are permitted by applicable law. As a matter of
policy, however, the Fund will not purchase shares of any registered
open-end investment company or registered unit investment trust, in
reliance on Section 12(d)(1)(F) or (G) (the "fund of funds" provisions) of
the Investment Company Act, at any time the Fund's shares are owned by
another investment company that is part of the same group of investment
companies as the Fund.
(b) Make short sales of securities or maintain a short position,
except to the extent permitted by applicable law. The Fund currently does
not intend to engage in short sales, except short sales "against the box."
(c) Invest in securities that cannot be readily resold because of
legal or contractual restrictions or that cannot otherwise be marketed,
redeemed or put to the issuer or a third party, if at the time of
acquisition more than 15% of its net assets would be invested in such
securities. This restriction shall not apply to securities that mature
within seven days or securities that the Directors of the Corporation have
otherwise determined to be liquid pursuant to applicable law. Securities
purchased in accordance with Rule 144A under the Securities Act (which are
restricted securities that can be resold to qualified institutional buyers,
but not to the general public) and determined to be liquid by the Directors
are not subject to the limitations set forth in this investment
restriction.
The Trust has adopted investment restrictions substantially identical to
the foregoing, which are nonfundamental policies of the Trust and may be changed
with respect to any Portfolio by the Trustees.
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<PAGE> 45
The staff of the Commission has taken the position that purchased
over-the-counter ("OTC") options and the assets used as cover for written OTC
options are illiquid securities. Therefore, the Corporation and Trust have
adopted an investment policy pursuant to which neither the Portfolio nor the
Fund will purchase or sell OTC options (including OTC options on futures
contracts) if, as a result of such transaction, the sum of the market value of
OTC options currently outstanding that are held by the Fund or Portfolio, the
market value of the underlying securities covered by OTC call options currently
outstanding that were sold by the Fund or Portfolio and margin deposits on the
Fund or Portfolio's existing OTC options on futures contracts exceeds 15% of the
net assets of the Fund or Portfolio taken at market value, together with all
other assets of the Fund or Portfolio that are illiquid or are not otherwise
readily marketable. However, if the OTC option is sold by the Fund or Portfolio
to a primary U.S. Government securities dealer recognized by the Federal Reserve
Bank of New York and if the Fund or Portfolio has the unconditional contractual
right to repurchase such OTC option from the dealer at a predetermined price,
then the Fund or Portfolio will treat as illiquid such amount of the underlying
securities as is equal to the repurchase price less the amount by which the
option is "in-the-money" (i.e., current market value of the underlying
securities minus the option's strike price). The repurchase price with the
primary dealers is typically a formula price that is generally based on a
multiple of the premium received for the option, plus the amount by which the
option is "in-the-money." This policy as to OTC options is not a fundamental
policy of the Fund or Portfolio and may be amended by the Trustees or the
Directors without the approval of the shareholders. However, the Directors or
Trustees will not change or modify this policy prior to the change or
modification by the Commission staff of its position.
Portfolio securities of the Portfolio and the Fund generally may not be
purchased from, sold or loaned to the Investment Adviser or its affiliates or
any of their directors, general partners, officers or employees, acting as
principal, unless pursuant to a rule or exemptive order under the Investment
Company Act.
Because of the affiliation of Merrill Lynch, Pierce, Fenner & Smith
Incorporated ("Merrill Lynch") with the Investment Adviser and Fund Asset
Management, L.P. ("FAM" or the "Administrator"), the Fund and Portfolio are
prohibited from engaging in certain transactions involving Merrill Lynch, the
Investment Adviser, or any of its affiliates, except for brokerage transactions
permitted under the Investment Company Act involving only usual and customary
commissions or transactions pursuant to an exemptive order under the Investment
Company Act. See "Portfolio Transactions and Brokerage." Rule 10f-3 under the
Investment Company Act sets forth conditions under which the Fund and Portfolio
may purchase from an underwriting syndicate of which Merrill Lynch is a member.
MANAGEMENT OF THE FUND
DIRECTORS AND OFFICERS
The Directors of the Corporation consist of six individuals, four of whom
are not "interested persons" of the Corporation as defined in the Investment
Company Act. The same individuals serve as Trustees of the Trust. The Directors
are responsible for the overall supervision of the operations of the Fund and
perform the various duties imposed on the directors of investment companies by
the Investment Company Act. Information about the Directors and executive
officers of the Corporation, their ages and their principal occupations for at
least the last five years are set forth below. Unless otherwise noted, the
address of each executive officer and Director is P.O. Box 9011, Princeton, New
Jersey 08543-9011.
Jeffrey M. Peek (51) -- Director and President(1)(2) -- President of MLAM
and FAM since 1997; President and Director of Princeton Services since 1997;
Executive Vice President of Merrill Lynch & Co., Inc. ("ML&Co.") since 1997;
Co-Head of Merrill Lynch Investment Banking Division from March 1997 to December
1997; director of Merrill Lynch Global Securities Research and Economics
Division from 1995 to 1997; Head of Merrill Lynch Global Industries Group from
1993 to 1995.
Terry K. Glenn (58) -- Director and Executive Vice
President(1)(2) -- Executive Vice President of MLAM and FAM since 1983;
Executive Vice President and Director of Princeton Services, Inc. since 1993;
President of Princeton Funds Distributor, Inc. since 1986 and Director thereof
since 1991; President of Princeton Administrators, L.P. since 1988.
9
<PAGE> 46
David O. Beim (58) -- Director -- 410 Uris Hall, Columbia University, New
York, New York 10027. Professor of Columbia University since 1991; Chairman of
Outward Bound USA since 1997; Chairman of Wave Hill, Inc. since 1980.
James T. Flynn (57) -- Director(2) -- 340 East 72nd Street, New York, New
York 10021. Chief Financial Officer of J.P. Morgan & Co. Inc. from 1990 to 1995
and an employee of J.P. Morgan in various capacities from 1967 to 1995.
W. Carl Kester (45) -- Director(2) -- Harvard Business School, Morgan Hall
393, Soldiers Field, Boston, Massachusetts 02163. James R. Williston Professor
of Business Administration of Harvard University Graduate School of Business
since 1997; MBA Class of 1958 Professor of Business Administration of Harvard
University Graduate School of Business Administration from 1981 to 1997;
Independent Consultant since 1978.
Karen P. Robards (48) -- Director -- Robards & Company, 173 Riverside
Drive, New York, New York 10024. President of Robards & Company, a financial
advisory firm, for more than five years; Director of Enable Medical Corp. since
1996; Director of Cine Muse Inc. since 1996.
Peter John Gibbs (40) -- Senior Vice President -- 33 King William Street,
London, EC4R 9AS, England. Chairman of Mercury Asset Management International
Ltd. since 1998; Director of Mercury Asset Management Ltd. since 1993; Director
of Mercury Asset Management International Channel Islands Ltd.
Gerald M. Richard (49) -- Treasurer -- Senior Vice President and Treasurer
of MLAM and FAM since 1984; Senior Vice President and Treasurer of Princeton
Services, Inc. 1993; Vice President of Princeton Funds Distributor, Inc. since
1981 and Treasurer thereof since 1984.
Donald C. Burke (38) -- Vice President -- First Vice President of MLAM and
FAM since 1997 and Director of Taxation thereof since 1990; Vice President of
MLAM and FAM from 1990 to 1997.
Robert E. Putney, III (38) -- Secretary -- Director (Legal Advisory) of
MLAM and Princeton Administrators, L.P. since 1997; Vice President of MLAM from
1994 to 1997; Vice President of Princeton Administrators, L.P. from 1996 to
1997; Attorney with MLAM from 1991 to 1994.
- ---------------
(1) Interested person, as defined in the Investment Company Act, of the Fund.
(2) Such Director or officer is a trustee, director or officer of other
investment companies for which the Investment Adviser, or the Fund's
sub-adviser and administrator, FAM, or their affiliates, acts as investment
adviser.
As of the date of this Statement of Additional Information, the officers
and Directors of the Corporation as a group (ten persons) owned an aggregate of
less than 1% of the outstanding shares of common stock of ML & Co. and owned an
aggregate of less than 1% of the outstanding shares of the Fund.
COMPENSATION OF DIRECTORS/TRUSTEES
The Corporation and the Trust expect to pay each Director/Trustee not
affiliated with the Investment Adviser or FAM or with an affiliate of the
Investment Adviser or FAM (each a "non-affiliated Director/ Trustee"), for
service to the Fund and the Portfolio, a fee of $3,000 per year plus $500 per
in-person meeting attended, together with such individual's actual out-of-pocket
expenses relating to attendance at meetings. The Corporation and the Trust also
expect to compensate members of the Audit and Nominating Committee, which
consists of all of the non-affiliated Directors/Trustees, at the rate of $1,000
annually for service to the Fund and Portfolio.
The following table sets forth the aggregate compensation the Corporation
and the Trust expect to pay to the non-affiliated Directors/Trustees for their
first full fiscal year and the aggregate compensation paid by all investment
companies advised by Mercury International, FAM, or their affiliates ("Mercury
and Affiliates-Advised Funds") to the non-affiliated Directors/Trustees for the
calendar year ending December 31, 1997.
10
<PAGE> 47
<TABLE>
<CAPTION>
TOTAL COMPENSATION FROM
PENSION OR RETIREMENT FUND/PORTFOLIO AND
BENEFITS ACCRUED AS MERCURY AND
PART OF AFFILIATES-ADVISED
AGGREGATE COMPENSATION FUND/PORTFOLIO FUNDS PAID TO
NAME OF DIRECTOR/TRUSTEE FROM FUND/PORTFOLIO EXPENSES DIRECTORS/TRUSTEES(1)
------------------------ ---------------------- --------------------- -----------------------
<S> <C> <C> <C>
David O. Beim.................... $6,000 None None
James T. Flynn................... $6,000 None $36,000
W. Carl Kester................... $6,000 None $36,000
Karen P. Robards................. $6,000 None None
</TABLE>
- ---------------
(1) In addition to the Corporation and the Trust, the Directors/Trustees served
on other Mercury and Affiliates-Advised Funds as follows: Mr. Beim (no
registered investment companies); Mr. Flynn (2 registered investment
companies consisting of 6 portfolios); Mr. Kester (2 registered investment
companies consisting of 6 portfolios); and Ms. Robards (no registered
investment companies).
The Directors of the Corporation and the Trustees of the Trust may be eligible
for reduced sales charges on purchases of Class I shares. See "Reduced Initial
Sales Charges -- Purchase Privileges of Certain Persons."
ADMINISTRATION ARRANGEMENTS
The Corporation on behalf of the Fund has entered into an administration
agreement with FAM as Administrator (the "Administration Agreement"). The
Administrator receives for its services to the Fund monthly compensation at the
annual rate of 0.15% of the average daily net assets of the Fund.
The Administration Agreement obligates the Administrator to provide certain
administrative services to the Corporation and the Fund and to pay, or cause its
affiliate to pay, for maintaining its staff and personnel and to provide office
space, facilities and necessary personnel for the Corporation. The Administrator
is also obligated to pay, or cause its affiliate to pay, the fees of those
Officers, Directors, and Trustees who are affiliated persons of the
Administrator or any of its affiliates. The Corporation pays, or causes to be
paid, all other expenses incurred in the operation of the Corporation and the
Fund (except to the extent paid by Mercury Funds Distributor, a division of
Princeton Funds Distributor, Inc. ("MFD" or the "Distributor")), including,
among other things, taxes, expenses for legal and auditing services, costs of
printing proxies, shareholder reports and prospectuses and statements of
additional information, charges of the Custodian, any Sub-custodian and
Financial Data Services, Inc. (the "Transfer Agent"), expenses of portfolio
transactions, expenses of redemption of shares, Commission fees, expenses of
registering the shares under federal, state or non-U.S. laws, fees and actual
out-of-pocket expenses of Directors who are not affiliated persons of the
Administrator, or of an affiliate of the Administrator, accounting and pricing
costs (including the daily calculation of net asset value), insurance, interest,
brokerage costs, litigation and other extraordinary or non-recurring expenses,
and other expenses properly payable by the Corporation or the Fund. The
Distributor will pay certain of the expenses of the Fund incurred in connection
with the continuous offering of its shares. Accounting services are provided to
the Corporation and the Fund by the Administrator, and the Corporation
reimburses the Administrator for its costs in connection with such services.
Duration and Termination. Unless earlier terminated as described below,
the Administration Agreement will remain in effect for two years from its
effective date. Thereafter, it will remain in effect from year to year with
respect to the Fund if approved annually (a) by the Board of Directors and (b)
by a majority of the Directors who are not parties to such contract or
interested persons (as defined in the Investment Company Act) of any such party.
Such contract is not assignable and may be terminated with respect to the Fund
without penalty on 60 days' written notice at the option of either party thereto
or by the vote of the shareholders of the Fund.
MANAGEMENT AND ADVISORY ARRANGEMENTS
The Fund invests all of its assets in shares of the Portfolio. Accordingly,
the Fund does not invest directly in portfolio securities and does not require
investment advisory services. All portfolio management occurs at the level of
the Trust. The Trust on behalf of the Portfolio has entered into an investment
advisory agreement
11
<PAGE> 48
with Mercury International as Investment Adviser (the "Advisory Agreement"). As
discussed in "The Management Team -- Management of the Fund" in the Prospectus,
the Investment Adviser receives for its services to the Portfolio monthly
compensation at the annual rate of 0.50% of the average daily net assets of the
Portfolio.
The Advisory Agreement obligates the Investment Adviser to provide
investment advisory services and to pay, or cause its affiliate to pay, for
maintaining its staff and personnel and to provide office space, facilities and
necessary personnel for the Trust. The Investment Adviser is also obligated to
pay, or cause its affiliate to pay, the fees of all Officers, Trustees and
Directors who are affiliated persons of the Investment Adviser or any
sub-adviser or of an affiliate of the Investment Adviser or any sub-adviser. The
Trust pays, or causes to be paid, all other expenses incurred in the operation
of the Portfolio and the Trust (except to the extent paid by the Distributor),
including, among other things, taxes, expenses for legal and auditing services,
costs of printing proxies, shareholder reports, copies of the Registration
Statement, charges of the Custodian, any Sub-custodian and Transfer Agent,
expenses of portfolio transactions, expenses of redemption of shares, Commission
fees, expenses of registering the shares under federal, state or non-U.S. laws,
fees and actual out-of-pocket expenses of Trustees who are not affiliated
persons of the Investment Adviser or any sub-adviser, or of an affiliate of the
Investment Adviser or of any sub-adviser, accounting and pricing costs
(including the daily calculation of net asset value), insurance, interest,
brokerage costs, litigation and other extraordinary or non-recurring expenses,
and other expenses properly payable by the Trust or the Portfolio. The
Distributor will pay certain of the expenses of the Fund incurred in connection
with the continuous offering of its shares. Accounting services are provided to
the Trust by the Investment Adviser or an affiliate of the Investment Adviser,
and the Trust reimburses the Investment Adviser or an affiliate of the
Investment Adviser for its costs in connection with such services.
Securities held by the Portfolio, or other portfolios of the Trust, may
also be held by, or be appropriate investments for, other funds or investment
advisory clients for which the Investment Adviser or its affiliates act as an
adviser. Because of different objectives or other factors, a particular security
may be bought for one or more clients when one or more clients are selling the
same security. If purchases or sales of securities by the Investment Adviser for
the Trust's portfolios or other funds for which it acts as investment adviser or
for its advisory clients arise for consideration at or about the same time,
transactions in such securities will be made, insofar as feasible, for the
respective funds and clients in a manner deemed equitable to all. To the extent
that transactions on behalf of more than one client of the Investment Adviser or
its affiliates during the same period may increase the demand for securities
being purchased or the supply of securities being sold, there may be an adverse
effect on price.
Mercury International is located at 33 King William Street, London EC4R
9AS, England. Mercury International's intermediate parent company is Mercury
Asset Management Group Ltd. a London-based holding company of a group engaged in
the provision of investment management and advisory services globally. The
ultimate parent of Mercury Asset Management Group Ltd. is ML & Co., a financial
services holding company. ML & Co. is a controlling person of Mercury
International as defined under the Investment Company Act because of its power
to exercise a controlling influence over its management or policies.
The Investment Adviser has entered into a sub-advisory agreement (the
"Sub-Advisory Agreement") with FAM with respect to the Portfolio, pursuant to
which FAM provides investment advisory services with respect to the Portfolio's
daily cash assets. The Investment Adviser pays FAM a fee in an amount to be
determined from time to time by the Investment Adviser and FAM but in no event
in excess of the amount that the Investment Adviser actually receives for
providing services to the Trust pursuant to the Advisory Agreement.
FAM is located at 800 Scudders Mill Road, Plainsboro, New Jersey 08536.
FAM, an affiliate of Mercury International, is a wholly owned subsidiary of ML &
Co., a financial services holding company and the parent of Merrill Lynch. ML &
Co. and Princeton Services, Inc., the partners of FAM, are "controlling persons"
of FAM as defined under the Investment Company Act because of their power to
exercise a controlling influence over its management or policies.
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<PAGE> 49
Duration and Termination. Unless earlier terminated as described below,
the Advisory Agreement and Sub-Advisory Agreement will each remain in effect for
two years from its effective date. Thereafter, they will remain in effect from
year to year if approved annually (a) by the Board of Trustees or by a majority
of the outstanding shares of the Portfolio and (b) by a majority of the Trustees
who are not parties to such contract or interested persons (as defined in the
Investment Company Act) of any such party. Such contract is not assignable and
may be terminated with respect to the Portfolio without penalty on 60 days'
written notice at the option of either party thereto or by the vote of the
shareholders of the Portfolio.
CODE OF ETHICS
The Board of Trustees of the Trust, the Board of Directors of the
Corporation, the Investment Adviser, and FAM have each adopted a Code of Ethics
under Rule 17j-1 of the Investment Company Act (together the "Codes"). The Codes
significantly restrict the personal investing activities of all employees of the
Investment Adviser and FAM and, as described below, impose additional, more
onerous, restrictions on fund investment personnel. Among other substantive
restrictions, the Codes contain reporting and preclearance requirements for
employees of the Investment Adviser and FAM and provide for trading "blackout
periods" that prohibit trading by decision making access persons (those who
recommend or determine which securities transactions the Trust undertakes) of
the Trust within periods of trading by the Trust in the same (or equivalent)
security.
PURCHASE OF SHARES
Reference is made to "Account Choices -- How to Buy, Sell, Transfer and
Exchange Shares" in the Prospectus for certain information as to the purchase of
Fund shares.
The Fund issues four classes of shares: shares of Class I and Class A are
sold to investors choosing the initial sales charge alternatives and shares of
Class B and Class C are sold to investors choosing the deferred sales charge
alternatives. Each Class I, Class A, Class B and Class C share of the Fund
represents an identical interest in the investment portfolio of the Fund, and
has the same rights, except that Class A, Class B and Class C shares bear the
expenses of the ongoing account maintenance fees (also known as service fees)
and Class B and Class C shares bear the expenses of the ongoing distribution
fees and the additional incremental transfer agency costs resulting from the
deferred sales charge arrangements. Class A, Class B and Class C shares each
have exclusive voting rights with respect to the Rule 12b-1 distribution plan
adopted with respect to such class pursuant to which the account maintenance
and/or distribution fees are paid (except that Class B shareholders may vote
upon any material changes to expenses charged under the Class A Distribution
Plan). Each class has different exchange privileges. See "Shareholder
Services -- Exchange Privilege."
MFD, an affiliate of the Investment Adviser and of Merrill Lynch, with
offices at 800 Scudders Mill Road, Plainsboro, New Jersey 08536 (mailing
address: P. O. Box 9081, Princeton, New Jersey 08543-9081) acts as Distributor
for the Fund.
The Corporation has entered into a distribution agreement with the
Distributor in connection with the offering of shares of the Fund (the
"Distribution Agreement"). The Distribution Agreement obligates the Distributor
to pay certain expenses in connection with the offering of the shares of the
Fund. After the prospectuses, statements of additional information and periodic
reports have been prepared, set in type and mailed to shareholders, the
Distributor pays for the printing and distribution of copies thereof used in
connection with the offering to dealers and investors. The Distributor also pays
for other supplementary sales literature and advertising costs. The Distribution
Agreement is subject to the same renewal requirements and termination provisions
as the Advisory Agreement described above.
The Corporation reserves the right to suspend the offering of its shares at
any time.
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<PAGE> 50
INITIAL SALES CHARGE ALTERNATIVES -- CLASS I AND CLASS A SHARES
Investors choosing the initial sales charge alternatives who are eligible
to purchase Class I shares should purchase Class I shares rather than Class A
shares because there is an account maintenance fee imposed on Class A shares.
Eligible Class I Investors. Class I shares are offered to a limited group
of investors and also will be issued upon reinvestment of dividends on
outstanding Class I shares. Investors that currently own Class I shares of the
Fund in a shareholder account are entitled to purchase additional Class I shares
of the Fund in that account. Certain employer sponsored retirement or savings
plans, including eligible 401(k) plans, may purchase Class I shares at net asset
value provided such plans meet the required minimum number of eligible employees
or required amount of assets advised by Mercury or any of its affiliates. Also
eligible to purchase Class I shares at net asset value are participants in
certain investment programs including certain managed accounts for which a trust
institution, thrift, or bank trust department provides discretionary trustee
services, certain collective investment trusts for which a trust institution,
thrift, or bank trust department serves as trustee, certain purchases made in
connection with certain fee-based programs and certain purchases made through
certain financial advisers that meet and adhere to standards established by
Mercury. In addition, Class I shares are offered at net asset value to ML & Co.
and its subsidiaries and their directors and employees, to members of the Boards
of Mercury and Affiliates-Advised investment companies, including the
Corporation, and to employees of certain selected dealers.
The term "purchase," as used in the Prospectus and this Statement of
Additional Information in connection with an investment in Class I and Class A
shares of the Fund, refers to a single purchase by an individual or to
concurrent purchases, which in the aggregate are at least equal to the
prescribed amounts, by an individual, his or her spouse and their children under
the age of 21 years purchasing shares for his or her or their own account and to
single purchases by a trustee or other fiduciary purchasing shares for a single
trust estate or single fiduciary account although more than one beneficiary is
involved. The term "purchase" also includes purchases by any "company," as that
term is defined in the Investment Company Act, but does not include purchases by
any such company that has not been in existence for at least six months or which
has no purpose other than the purchase of shares of the Fund or shares of other
registered investment companies at a discount; provided, however, that it shall
not include purchases by any group of individuals whose sole organizational
nexus is that the participants therein are credit cardholders of a company,
policyholders of an insurance company, customers of either a bank or
broker-dealer or clients of an investment adviser.
REDUCED INITIAL SALES CHARGES
No initial sales charges are imposed upon Class I and Class A shares issued
as a result of the automatic reinvestment of dividends or capital gains
distributions.
Rights of Accumulation. Reduced sales charges are applicable through a
right of accumulation under which eligible investors are permitted to purchase
shares of the Fund subject to an initial sales charge at the offering price
applicable to the total of (a) the public offering price of the shares then
being purchased plus (b) an amount equal to the then current net asset value or
cost, whichever is higher, of the purchaser's combined holdings of all classes
of shares of the Fund and of other Mercury mutual funds. For any such right of
accumulation to be made available, the Distributor must be provided at the time
of purchase, by the purchaser or the purchaser's securities dealer, with
sufficient information to permit confirmation of qualification. Acceptance of
the purchase order is subject to such confirmation. The right of accumulation
may be amended or terminated at any time. Shares held in the name of a nominee
or custodian under pension, profit-sharing, or other employee benefit plans may
not be combined with other shares to qualify for the right of accumulation.
Letter of Intent. Reduced sales charges are applicable to purchases
aggregating $25,000 or more of Class I or Class A shares of the Fund or any
other Mercury mutual funds made within a 13-month period starting with the first
purchase pursuant to the Letter of Intent. The Letter of Intent is available
only to investors whose accounts are established and maintained at the Fund's
Transfer Agent. The Letter of Intent is not available to employee benefit plans
for which affiliates of Mercury International provide plan participant
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<PAGE> 51
record-keeping services. The Letter of Intent is not a binding obligation to
purchase any amount of Class I or Class A shares; however, its execution will
result in the purchaser paying a lower sales charge at the appropriate quantity
purchase level. A purchase not originally made pursuant to a Letter of Intent
may be included under a subsequent Letter of Intent executed within 90 days of
such purchase if the Distributor is informed in writing of this intent within
such 90-day period. The value of Class I and Class A shares of the Fund and of
other Mercury mutual funds presently held, at cost or maximum offering price
(whichever is higher), on the date of the first purchase under the Letter of
Intent, may be included as a credit toward the completion of such Letter, but
the reduced sales charge applicable to the amount covered by such Letter will be
applied only to new purchases. If the total amount of shares does not equal the
amount stated in the Letter of Intent (minimum of $25,000), the investor will be
notified and must pay, within 20 days of the execution of such Letter, the
difference between the sales charge on the Class I or Class A shares purchased
at the reduced rate and the sales charge applicable to the shares actually
purchased through the Letter. Class I or Class A shares equal to five percent of
the intended amount will be held in escrow during the 13-month period (while
remaining registered in the name of the purchaser) for this purpose. The first
purchase under the Letter of Intent must be at least five percent of the dollar
amount of such Letter. If a purchase during the term of such Letter would
otherwise be subject to a further reduced sales charge based on the right of
accumulation, the purchaser will be entitled on that purchase and subsequent
purchases to that further reduced percentage sales charge but there will be no
retroactive reduction of the sales charges on any previous purchase. The value
of any shares redeemed or otherwise disposed of by the purchaser prior to
termination or completion of the Letter of Intent will be deducted from the
total purchases made under such Letter. An exchange from the Summit Cash
Reserves Fund ("Summit") into the Fund that creates a sales charge will count
toward completing a new or existing Letter of Intent from the Fund.
Purchase Privileges of Certain Persons. Directors of the Corporation and
Trustees of the Trust, members of the Boards of other investment companies
advised by Mercury International or its affiliates, directors and employees of
ML & Co. and its subsidiaries (the term "subsidiaries," when used herein with
respect to ML & Co., includes Mercury International, FAM and certain other
entities directly or indirectly wholly owned and controlled by ML & Co.),
employees of certain selected dealers, and any trust, pension, profit-sharing or
other benefit plan for such persons, may purchase Class I shares of the Fund at
net asset value. Under such programs, the Fund realizes economies of scale by
providing incentives to a large group of such individuals to invest.
Furthermore, the individuals who qualify for these programs are already familiar
with the Fund, and, therefore, providing these investment opportunities to such
qualified individuals does not increase the expenditures of sales-related
expenses.
Employees and directors or trustees wishing to purchase shares of the Fund
must satisfy the Fund's suitability standards.
Managed Trusts. Class I shares are offered at net asset value to certain
trusts to which trust institutions, thrifts, and bank trust departments provide
discretionary trustee services.
Acquisition of Certain Investment Companies. The public offering price of
Class A shares may be reduced to the net asset value per Class A share in
connection with the acquisition of the assets of or merger or consolidation with
a personal holding company or a public or private investment company. The value
of the assets or company acquired in a tax-free transaction may be adjusted in
appropriate cases to reduce possible adverse tax consequences to the Fund that
might result from an acquisition of assets having net unrealized appreciation
that is disproportionately higher at the time of acquisition than the realized
or unrealized appreciation of the Fund. The issuance of Class A shares for
consideration other than cash is limited to bona fide reorganizations, statutory
mergers or other acquisitions of portfolio securities that (i) meet the
investment objectives and policies of the Fund; (ii) are acquired for investment
and not for resale (subject to the understanding that the disposition of the
Fund's portfolio securities shall at all times remain within its control); and
(iii) are liquid securities, the value of which is readily ascertainable, which
are not restricted as to transfer either by law or liquidity of market (except
that the Fund may acquire through such transactions restricted or illiquid
securities to the extent the Fund does not exceed the applicable limits on
acquisition of such securities set forth under "Investment Objectives and
Policies" herein).
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<PAGE> 52
Reductions in or exemptions from the imposition of a sales charge are due
to the nature of the investors and/or the reduced sales efforts that will be
needed in obtaining such investments.
Employer-Sponsored Retirement or Savings Plans and Certain Other
Arrangements. Certain employer-sponsored retirement or savings plans and
certain other arrangements may purchase Class I or Class A shares at net asset
value, based on the number of employees or number of employees eligible to
participate in the plan and/or the aggregate amount invested by the plan in
specified investments. Certain other plans may purchase Class B shares with a
waiver of the CDSC upon redemption, based on similar criteria. Such Class B
shares will convert into Class A shares approximately ten years after the plan
purchases the first share of any Mercury mutual fund. Minimum purchase
requirements may be waived or varied for such plans. For additional information
regarding purchases by employer-sponsored retirement or savings plans and
certain other arrangements, call your plan administrator or your selected
dealer.
Purchases Through Certain Financial Advisers. Reduced sales charges may be
applicable for purchases of Class I or Class A shares of the Fund through
certain financial advisers that meet and adhere to standards established by
Mercury from time to time.
DISTRIBUTION PLANS
Reference is made to "Account Choices -- Pricing of Shares" in the
Prospectus for certain information with respect to separate distribution plans
for Class A, Class B, and Class C shares pursuant to Rule 12b-1 under the
Investment Company Act of the Fund (each a "Distribution Plan") with respect to
the account maintenance and/or distribution fees paid by the Fund to the
Distributor with respect to such classes.
The Distribution Plan for Class A, Class B and Class C shares each provides
that the Fund pays the Distributor an account maintenance fee relating to the
shares of the relevant class, accrued daily and paid monthly, at the annual rate
of 0.25% of the average daily net assets of the Fund attributable to shares of
the relevant class in order to compensate the Distributor and selected dealers
(pursuant to sub-agreements) in connection with account maintenance activities.
The Distribution Plan for Class B and Class C shares each provides that the
Fund also pays the Distributor a distribution fee relating to the shares of the
relevant class, accrued daily and paid monthly, at the annual rate of 0.75% of
the average daily net assets of the Fund attributable to the shares of the
relevant class in order to compensate the Distributor and selected dealers
(pursuant to sub-agreements) for providing shareholder and distribution
services, and bearing certain distribution-related expenses of the Fund,
including payments to financial consultants for selling Class B and Class C
shares of the Fund. The Distribution Plans relating to Class B and Class C
shares are designed to permit an investor to purchase Class B and Class C shares
through dealers without the assessment of an initial sales charge and at the
same time permit the dealer to compensate its financial consultants in
connection with the sale of the Class B and Class C shares. In this regard, the
purpose and function of the ongoing distribution fees and the CDSC are the same
as those of the initial sales charge with respect to the Class I and Class A
shares of the Fund in that the ongoing distribution fees and deferred sales
charges provide for the financing of the distribution of the Fund's Class B and
Class C shares.
The payments under the Distribution Plans are subject to the provisions of
Rule 12b-1 under the Investment Company Act, and are based on a percentage of
average daily net assets attributable to the shares regardless of the amount of
expenses incurred and, accordingly, distribution-related revenues from the
Distribution Plans may be more or less than distribution-related expenses.
Information with respect to the distribution-related revenues and expenses is
presented to the Directors of the Corporation for their consideration in
connection with their deliberations as to the continuance of the Class B and
Class C Distribution Plans. This information is presented annually as of
December 31 of each year on a "fully allocated accrual" basis and quarterly on a
"direct expense and revenue/cash" basis. On the fully allocated basis, revenues
consist of the account maintenance fees, the distribution fees, the CDSCs and
certain other related revenues, and expenses consist of financial consultant
compensation, branch office and regional operation center selling and
transaction processing expenses, advertising, sales promotion and marketing
expenses, corporate overhead and interest expense. On the direct expense and
revenue/cash basis, revenues
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<PAGE> 53
consist of the account maintenance fees, the distribution fees and CDSCs and the
expenses consist of financial consultant compensation.
The Fund has no obligation with respect to distribution and/or account
maintenance-related expenses incurred by the Distributor and selected dealers in
connection with the Class A, Class B and Class C shares, and there is no
assurance that the Directors of the Corporation will approve the continuance of
the Distribution Plans from year to year. However, the Distributor intends to
seek annual continuation of the Distribution Plans. In their review of the
Distribution Plans, the Directors will be asked to take into consideration
expenses incurred in connection with the account maintenance and/or distribution
of each class of shares separately. The initial sales charges, the account
maintenance fee, the distribution fee and/or the CDSCs received with respect to
one class will not be used to subsidize the sale of shares of another class.
Payments of the distribution fee on Class B shares will terminate upon
conversion of those Class B shares to Class A shares as set forth under "How to
Buy, Sell, Transfer and Exchange Shares" in the Prospectus.
In their consideration of each Distribution Plan, the Directors must
consider all factors they deem relevant, including information as to the
benefits of the Distribution Plan to the Fund and each related class of
shareholders. Each Distribution Plan further provides that, so long as the
Distribution Plan remains in effect, the selection and nomination of Directors
who are not "interested persons" of the Fund, as defined in the Investment
Company Act (the "Independent Directors") shall be committed to the discretion
of the Independent Directors then in office. In approving each Distribution Plan
in accordance with Rule 12b-1, the Independent Directors concluded that there is
reasonable likelihood that such Distribution Plan will benefit the Fund and its
related class of shareholders. Each Distribution Plan can be terminated at any
time, without penalty, by the vote of a majority of the Independent Directors or
by the vote of the holders of a majority of the outstanding related class of
voting securities of the Fund. A Distribution Plan cannot be amended to increase
materially the amount to be spent by the Fund without the approval of the
related class of shareholders, and all material amendments are required to be
approved by the vote of Directors, including a majority of the Independent
Directors who have no direct or indirect financial interest in such Distribution
Plan, cast in person at a meeting called for that purpose. Rule 12b-1 further
requires that the Fund preserve copies of each Distribution Plan and any report
made pursuant to such plan for a period of not less than six years from the date
of such Distribution Plan or such report, the first two years in an easily
accessible place.
LIMITATIONS ON THE PAYMENT OF DEFERRED SALES CHARGES
The maximum sales charge rule in the Conduct Rules of the National
Association of Securities Dealers, Inc. ("NASD") imposes a limitation on certain
asset-based sales charges such as the distribution fee and the CDSC borne by the
Class B and Class C shares, but not the account maintenance fee. The maximum
sales charge rule is applied separately to each class. As applicable to the
Fund, the maximum sales charge rule limits the aggregate of distribution fee
payments and CDSCs payable by the Fund to (1) 6.25% of eligible gross sales of
Class B shares and Class C shares, computed separately (defined to exclude
shares issued pursuant to dividend reinvestments and exchanges), plus (2)
interest on the unpaid balance for the respective class, computed separately, at
the prime rate plus 1% (the unpaid balance being the maximum amount payable
minus amounts received from the payment of the distribution fee and the CDSC).
In connection with the Class B shares, the Distributor has voluntarily agreed to
waive interest charges on the unpaid balance in excess of 0.50% of eligible
gross sales. Consequently, the maximum amount payable to the Distributor
(referred to as the "voluntary maximum") in connection with the Class B shares
is 6.75% of eligible gross sales. The Distributor retains the right to stop
waiving the interest charges at any time. To the extent payments would exceed
the voluntary maximum, the Fund will not make further payments of the
distribution fee with respect to Class B shares, and any CDSCs will be paid to
the Fund rather than to the Distributor; however, the Fund will continue to make
payments of the account maintenance fee. In certain circumstances the amount
payable pursuant to the voluntary maximum may exceed the amount payable under
the NASD formula. In such circumstances payment in excess of the amount payable
under the NASD formula will not be made.
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<PAGE> 54
REDEMPTION OF SHARES
Reference is made to "Account Choices -- How to Buy, Sell, Transfer and
Exchange Shares" in the Prospectus for certain information as to the redemption
and purchase of Fund shares.
The Fund is required to redeem for cash all shares of the Fund upon receipt
of a written request in proper form. The redemption price is the net asset value
per share next determined after the initial receipt of proper notice of
redemption. Except for any CDSC that may be applicable, there will be no charge
for redemption if the redemption request is sent directly to the Transfer Agent.
Shareholders liquidating their holdings will receive upon redemption all
dividends reinvested through the date of redemption. The value of shares at the
time of redemption may be more or less than the shareholder's cost, depending on
the net asset value of the Fund's shares at such time.
REDEMPTION
A shareholder wishing to redeem shares held with the Transfer Agent may do
so by tendering the shares directly to the Fund's Transfer Agent, Financial Data
Services, Inc., P.O. Box 44062, Jacksonville, Florida 32232-4062. Proper notice
of redemption in the case of shares deposited with the Transfer Agent may be
accomplished by a written letter requesting redemption. Redemption requests
delivered other than by mail should be delivered to Financial Data Services,
Inc., 4800 Deer Lake Drive East, Jacksonville, Florida 32246-6484. Redemption
requests should not be sent to the Fund. A redemption request requires the
signature(s) of all persons in whose name(s) the shares are registered, signed
exactly as (his) (her) (their) name(s) appear(s) on the Transfer Agent's
register. The signature(s) on the redemption request must be guaranteed by an
"eligible guarantor institution" as such term is defined in Rule 17Ad-15 under
the Securities Exchange Act of 1934, the existence and validity of which may be
verified by the Transfer Agent through the use of industry publications.
Notarized signatures are not sufficient. In certain instances, the Transfer
Agent may require additional documents such as, but not limited to, trust
instruments, death certificates, appointments as executor or administrator, or
certificates of corporate authority. For shareholders redeeming directly with
the Transfer Agent, payments will be mailed within seven days of receipt of a
proper notice of redemption.
At various times the Fund may be requested to redeem shares for which it
has not yet received good payment. The Fund may delay or cause to be delayed the
mailing of a redemption check until such time as good payment (i.e., cash or
certified check drawn on a United States bank) has been collected for the
purchase of such shares. Normally, this delay will not exceed 10 days.
The right to redeem shares or to receive payment with respect to any such
redemption may be suspended for more than seven days only for periods during
which trading on the New York Stock Exchange (the "NYSE") is restricted as
determined by the Commission or during which the NYSE is closed (other than
customary weekend and holiday closings), for any period during which an
emergency exists, as defined by the Commission, as a result of which disposal of
portfolio securities or determination of the net asset value of the Fund is not
reasonably practicable, and for such other periods as the Commission may by
order permit for the protection of shareholders of the Fund.
The value of shares at the time of redemption may be more or less than the
shareholder's cost, depending in part on the net asset value of such shares at
such time.
REPURCHASE
The Fund will also repurchase shares through a shareholder's listed
securities dealer. The Fund will normally accept orders to repurchase shares by
wire or telephone from dealers for their customers at the net asset value next
computed after receipt of the order by the dealer, less any applicable CDSC,
provided that the request for repurchase is received by the dealer prior to the
close of business on the NYSE (generally 4:00 p.m., Eastern time) on the day
received and is received by the Fund from such dealer not later than 30 minutes
after the close of business on the NYSE on the same day.
Dealers have the responsibility of submitting such repurchase requests to
the Fund not later than 30 minutes after the close of business on the NYSE in
order to obtain that day's closing price. These
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<PAGE> 55
repurchase arrangements are for the convenience of shareholders and do not
involve a charge by the Fund (other than any applicable CDSC). Securities firms
that do not have selected dealer agreements with the Distributor, however, may
impose a transaction charge on the shareholder for transmitting the notice of
repurchase to the Fund. Certain securities dealers may charge a processing fee
to confirm a repurchase of shares. For example, the fee currently charged by
Merrill Lynch is $5.35. Fees charged by other securities dealers may be higher
or lower. Repurchases directly through the Fund's Transfer Agent, on accounts
held at the Transfer Agent, are not subject to the processing fee. The Fund
reserves the right to reject any order for repurchase, which right of rejection
might adversely affect shareholders seeking redemption through the repurchase
procedure. A shareholder whose order for repurchase is rejected by the Fund,
however, may redeem shares as set forth above.
REINSTATEMENT PRIVILEGE -- CLASS I AND CLASS A SHARES
Shareholders of the Fund who have redeemed their Class I and Class A shares
have a privilege to reinstate their accounts by purchasing Class I or Class A
shares of the Fund, as the case may be, at net asset value without a sales
charge up to the dollar amount redeemed. The reinstatement privilege may be
exercised by sending a notice of exercise along with a check for the amount to
be reinstated to the Transfer Agent within 30 days after the date the request
for redemption was accepted by the Transfer Agent or the Distributor.
Alternatively, the reinstatement privilege may be exercised through the
investor's financial consultant within 30 days after the date the request for
redemption was accepted by the Transfer Agent or the Distributor. The
reinstatement will be made at the net asset value per share next determined
after the notice of reinstatement is received and cannot exceed the amount of
the redemption proceeds.
DEFERRED SALES CHARGES -- CLASS B AND CLASS C SHARES
Investors choosing the deferred sales charge alternatives should consider
Class B shares if they intend to hold their shares for an extended period of
time and Class C shares if they are uncertain as to the length of time they
intend to hold their assets in Mercury mutual funds.
As discussed in the Prospectus under "Account Choices -- Pricing of
Shares -- Class B and C Shares -- Deferred Sales Charge Options," while Class B
shares redeemed within six years of purchase are subject to a CDSC under most
circumstances, the charge is reduced or waived in certain instances, such as:
(a) any partial or complete redemption in connection with a distribution
following retirement under a tax-deferred retirement plan or attaining age
59 1/2 in the case of an IRA or other retirement plan, or part of a series of
equal periodic payments (not less frequently than annually) made for life (or
life expectancy) or any redemption resulting from the tax-free return of an
excess contribution to an IRA (certain legal documentation may be required at
the time of liquidation establishing eligibility for qualified distribution);
(b) redemptions by certain eligible 401(a) and 401(k) plans and certain
retirement plan rollovers; (c) redemptions in connection with participation in
certain fee-based programs managed by the Investment Adviser or its affiliates;
(d) redemptions in connection with participation in certain fee-based programs
managed by selected dealers that have agreements with Mercury; (e) any partial
or complete redemption following the death or disability (as defined in the
Internal Revenue Code of 1986, as amended (the "Code")) of a Class B shareholder
(including one who owns the Class B shares as joint tenant with his or her
spouse), provided the redemption is requested within one year of the death or
initial determination of disability (certain legal documentation may be required
at the time of liquidation establishing eligibility for qualified distribution);
or (f) withdrawals through the Systematic Withdrawal Plan of up to 10% per year
of your account value at the time the plan is established.
In determining whether a Class B CDSC is applicable to a redemption, the
calculation will be determined in the manner that results in the lowest possible
rate being charged. Therefore it will be assumed that the redemption is first of
shares held for over six years or shares acquired pursuant to reinvestment of
dividends or distributions and then of shares held longest during the six-year
period. The charge will not be applied to dollar amounts representing an
increase in the net asset value since the time of purchase. A transfer of shares
from a shareholder's account to another account will be assumed to be made in
the same order as a redemption.
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Class C shares are subject only to a one-year 1% CDSC. The charge will be
assessed on an amount equal to the lesser of the proceeds of redemption or the
cost of the shares being redeemed. Accordingly, no Class C CDSC will be imposed
on increases in net asset value above the initial purchase price. In addition,
no Class C CDSC will be assessed on shares derived from reinvestment of
dividends or capital gains distributions. The Class C CDSC may be waived in
connection with certain fee-based programs.
In determining whether a Class C CDSC is applicable to a redemption, the
calculation will be determined in the manner that results in the lowest possible
rate being charged. Therefore, it will be assumed that the redemption is first
of shares held for over one year or shares acquired pursuant to reinvestment of
dividends or distributions and then of shares held longest during the one-year
period. The charge will not be applied to dollar amounts representing an
increase in the net asset value since the time of purchase. A transfer of shares
from a shareholder's account to another account will be assumed to be made in
the same order as a redemption.
Proceeds from the CDSC and the distribution fee are paid to the Distributor
and are used in whole or in part by the Distributor to defray the expenses of
selected dealers related to providing distribution-related services to the Fund
in connection with the sale of the Class B and Class C shares, such as the
payment of compensation to financial consultants for selling Class B and Class C
shares, from its own funds. The combination of the CDSC and the ongoing
distribution fee facilitates the ability of the Fund to sell the Class B and
Class C shares without a sales charge being deducted at the time of purchase.
Conversion of Class B Shares to Class A Shares. As discussed in the
Prospectus under "Account Choices -- Pricing of Shares -- Class B and C
Shares -- Deferred Sales Charge Options," Class B shares of equity Mercury
mutual funds convert automatically to Class A shares approximately eight years
after purchase (the "Conversion Period").
The Conversion Period is modified for shareholders who purchased Class B
shares through certain retirement plans that qualified for a waiver of the CDSC
normally imposed on purchases of Class B shares ("Class B Retirement Plans").
When the first share of any Mercury mutual fund purchased by a Class B
Retirement Plan has been held for ten years (i.e., ten years from the date the
relationship between Mercury mutual funds and the Class B Retirement Plan was
established), all Class B shares of all Mercury mutual funds held in that Class
B Retirement Plan will be converted into Class A shares of the appropriate
funds. Subsequent to such conversion, that Class B Retirement Plan will be sold
Class A shares of the appropriate funds at net asset value per share.
The Conversion Period may also be modified for retirement plan investors
who participate in certain fee-based programs. See "Shareholder
Services -- Fee-Based Programs" below.
PORTFOLIO TRANSACTIONS AND BROKERAGE
Because the Fund will invest exclusively in shares of the Portfolio, it is
expected that all transactions in portfolio securities will be entered into by
the Portfolio. The Investment Adviser is responsible for making the Portfolio's
portfolio decisions, placing the Portfolio's brokerage business, evaluating the
reasonableness of brokerage commissions and negotiating the amount of any
commissions paid subject to a policy established by the Trust's Trustees and
officers. The Trust has no obligation to deal with any broker or group of
brokers in the execution of transactions in portfolio securities. Orders for
transactions in portfolio securities are placed for the Trust with a number of
brokers and dealers, including affiliates of the Investment Adviser. In placing
orders, it is the policy of the Trust to obtain the most favorable net results,
taking into account various factors, including price, commissions, if any, size
of the transaction and difficulty of execution. Where applicable, the Investment
Adviser surveys a number of brokers and dealers in connection with proposed
portfolio transactions and selects the broker or dealer that offers the Trust
the best price and execution or other services that are of benefit to the Trust.
Securities firms also may receive brokerage commissions on transactions
including covered call options written by the Trust and the sale of underlying
securities upon the exercise of such options. In addition, consistent with the
NASD Conduct Rules and policies established by the Trustees,
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the Investment Adviser may consider sales of shares of the Fund as a factor in
the selection of brokers or dealers to execute portfolio transactions for the
Trust.
Brokers who provide supplemental investment research to the Investment
Adviser may receive orders for transactions by the Trust. Such supplemental
research services ordinarily consist of assessments and analyses of the business
or prospects of a company, industry or economic sector. Information so received
will be in addition to and not in lieu of the services required to be performed
by the Investment Adviser under the Advisory Agreement. If in the judgment of
the Investment Adviser the Trust will be benefited by supplemental research
services, the Investment Adviser is authorized to pay brokerage commissions to a
broker furnishing such services in excess of commissions that another broker may
have charged for effecting the same transaction. The expenses of the Investment
Adviser will not necessarily be reduced as a result of the receipt of such
supplemental information, and the Investment Adviser may use such information in
servicing its other accounts.
The Trust invests in certain securities traded in the over-the-counter
market and, where possible, deals directly with dealers who make a market in the
securities involved, except in those circumstances in which better prices and
execution are available elsewhere. Under the Investment Company Act, persons
affiliated with the Trust are prohibited from dealing with the Trust as
principal in purchase and sale of securities. Since transactions in the
over-the-counter market usually involve transactions with dealers acting as
principal for their own accounts, affiliated persons of the Trust, including
Merrill Lynch, will not serve as the Trust's dealer in such transactions.
However, affiliated persons of the Trust may serve as its broker in
over-the-counter transactions conducted on an agency basis.
Pursuant to Section 11(a) of the Securities Exchange Act of 1934, as
amended, Merrill Lynch may execute transactions for the Trust on the floor of
any U.S. national securities exchange provided that prior authorization of such
transactions is obtained and Merrill Lynch furnishes a statement to the Trust at
least annually setting forth the compensation it has received in connection with
such transactions.
The Trustees of the Trust have considered the possibility of recapturing
for the benefit of the Trust brokerage commissions, dealer spreads and other
expenses of possible portfolio transactions, such as underwriting commissions,
by conducting such portfolio transactions through affiliated entities, including
Merrill Lynch. For example, brokerage commissions received by Merrill Lynch
could be offset against the management fee paid by the Trust to the Investment
Adviser. After considering all factors deemed relevant, the Trustees made a
determination not to seek such recapture. The Trustees will reconsider this
matter from time to time.
The portfolio turnover rate is calculated by dividing the lesser of the
Fund's annual sales or purchases of portfolio securities (exclusive of purchases
or sales of securities whose maturities at the time of acquisition were one year
or less) by the monthly average value of the securities in the portfolio during
the year. The portfolio turnover rate is generally anticipated to be under 100%.
DETERMINATION OF NET ASSET VALUE
Reference is made to "How Shares are Priced" in the Prospectus concerning
the determination of net asset value.
The net asset value of the shares of the Fund is determined once daily
Monday through Friday as of 15 minutes after the close of business on the NYSE
on each day the NYSE is open for trading (a "Pricing Day"). The close of
business on the NYSE is generally 4:00 p.m., Eastern time. The Fund also will
determine its net asset value on any day in which there is sufficient trading in
the underlying Portfolio's portfolio securities that the net asset value might
be affected materially, but only if on any such day the Fund is required to sell
or redeem shares. Any assets or liabilities initially expressed in terms of
non-U.S. dollar currencies are translated into U.S. dollars at the prevailing
market rates as quoted by one or more banks or dealers on the day of valuation.
The NYSE is not open for trading on New Year's Day, Martin Luther King, Jr. Day,
Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day and Christmas Day. The net asset value is computed by dividing
the value of the securities held by the
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Fund plus any cash or other assets (including interest and dividends accrued but
not yet received) minus all liabilities (including accrued expenses) by the
total number of shares outstanding at such time. Expenses, including the fees
payable to the Administrator and the Distributor, and the advisory fees payable
indirectly by the Portfolio to the Investment Adviser, are accrued daily.
The principal assets of the Fund will normally be its interest of the
underlying Portfolio, which will be valued at its net asset value. Net asset
value is computed by dividing the value of the securities held by the Portfolio
plus any cash or other assets (including interest and dividends accrued but not
yet received) minus all liabilities (including accrued expenses) by the total
number of shares outstanding at such time. Expenses, including the management
fees and any account maintenance and/or distribution fees, are accrued daily.
The per share net asset value of Class A, Class B and Class C shares generally
will be lower than the per share net asset value of Class I shares, reflecting
the daily expense accruals of the account maintenance, distribution and higher
transfer agency fees applicable with respect to Class B and Class C shares, and
the daily expense accruals of the account maintenance fees applicable with
respect to Class A shares. It is expected, however, that the per share net asset
value of the four classes will tend to converge (although not necessarily meet)
immediately after the payment of dividends or distributions, which will differ
by approximately the amount of the expense accrual differentials between the
classes.
Portfolio securities, including ADRs, EDRs or GDRs, that are traded on
stock exchanges are valued at the last sale price (regular way) on the exchange
on which such securities are traded, as of the close of business on the day the
securities are being valued or, lacking any sales, at the last available bid
price for long positions, and at the last available ask price for short
positions. In cases where securities are traded on more than one exchange, the
securities are valued on the exchange designated by or under the authority of
the Board of Trustees as the primary market. Securities traded in the OTC market
are valued at the last available bid price in the OTC market prior to the time
of valuation. Portfolio securities that are traded both in the OTC market and on
a stock exchange are valued according to the broadest and most representative
market. Short positions in securities traded on the OTC market are valued at the
last available ask price in the OTC market prior to the time of valuation. When
the Portfolio writes a call option, the amount of the premium received is
recorded on the books of the Portfolio as an asset and an equivalent liability.
The amount of the liability is subsequently valued to reflect the current market
value of the option written, based upon the last sale price in the case of
exchange-traded options or, in the case of options traded in the OTC market, the
last asked price. Options purchased by the Portfolio are valued at their last
sale price in the case of exchange-traded options or, in the case of options
traded in the OTC market, the last bid price. Other investments, including
financial futures contracts and related options, are stated at market value.
Securities and assets for which market quotations are not readily available are
valued at fair value as determined in good faith by or under the direction of
the Board of Trustees of the Trust. Such valuations and procedures will be
reviewed periodically by the Board of Trustees.
Generally, trading in non-U.S. securities, as well as U.S. Government
securities and money market instruments, is substantially completed each day at
various times prior to the close of business on the NYSE. The values of such
securities used in computing the net asset value of the Fund's shares are
determined as of such times. Foreign currency exchange rates are also generally
determined prior to the close of business on the NYSE. Occasionally, events
affecting the values of such securities and such exchange rates may occur
between the times at which they are determined and the close of business on the
NYSE that will not be reflected in the computation of the Fund's net asset
value. If events materially affecting the value of such securities occur during
such period, then these securities will be valued at their fair value as
determined in good faith by the Trustees.
Each investor in the Trust may add to or reduce its investment in the
Portfolio on each Pricing Day. The value of each investor's (including the
Fund's) interest in the Portfolio will be determined as of 15 minutes after the
close of business on the NYSE by multiplying the net asset value of the
Portfolio by the percentage, effective for that day, that represents that
investor's share of the aggregate interests in the Portfolio. The close of
business on the NYSE is generally 4:00 p.m., Eastern Time. Any additions or
withdrawals to be effected on that day will then be effected. The investor's
percentage of the aggregate beneficial interests in the Portfolio will then be
recomputed as the percentage equal to the fraction (i) the numerator of which is
the value of such
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investor's investment in the Portfolio as of the time of determination on such
day plus or minus, as the case may be, the amount of any additions to or
withdrawals from the investor's investment in the Portfolio effected on such
day, and (ii) the denominator of which is the aggregate net asset value of the
Portfolio as of such time on such day plus or minus, as the case may be, the
amount of the net additions to or withdrawals from the aggregate investments in
the Portfolio by all investors in the Portfolio. The percentage so determined
will then be applied to determine the value of the investor's interest in the
Portfolio as of 15 minutes after the close of business of the NYSE on the next
Pricing Day of the Portfolio.
SHAREHOLDER SERVICES
The Fund offers a number of shareholder services described below that are
designed to facilitate investment in their shares. Full details as to each such
service and copies of the various plans described below can be obtained from the
Fund, the Distributor or your selected dealer.
INVESTMENT ACCOUNT
Each shareholder whose account is maintained at the Transfer Agent has an
Investment Account and will receive statements, at least quarterly, from the
Transfer Agent. These statements will serve as transaction confirmations for
automatic investment purchases and the reinvestment of income dividends and
long-term capital gains distributions. The statements will also show any other
activity in the account since the preceding statement. Shareholders will receive
separate transaction confirmations for each purchase or sale transaction other
than automatic investment purchases and the reinvestment of ordinary income
dividends, and long-term capital gains distributions. A shareholder with an
account held at the Transfer Agent may make additions to his or her Investment
Account at any time by mailing a check directly to the Transfer Agent.
The Fund does not issue share certificates. Shareholders considering
transferring their Class I or Class A shares from a selected dealer to another
brokerage firm or financial institution should be aware that, if the firm to
which the Class I or Class A shares are to be transferred will not take delivery
of shares of the Fund, a shareholder either must redeem the Class I or Class A
shares so that the cash proceeds can be transferred to the account at the new
firm or such shareholder must continue to maintain an Investment Account at the
Transfer Agent for those Class I or Class A shares. Shareholders interested in
transferring their Class B or Class C shares from a selected dealer and who do
not wish to have an Investment Account maintained for such shares at the
Transfer Agent may request their new brokerage firm to maintain such shares in
an account registered in the name of the brokerage firm for the benefit of the
shareholder at the Transfer Agent. Shareholders considering transferring a
tax-deferred retirement account such as an individual retirement account from a
selected dealer to another brokerage firm or financial institution should be
aware that, if the firm to which the retirement account is to be transferred
will not take delivery of shares of the Fund, a shareholder must either redeem
the shares (paying any applicable CDSC) so that the cash proceeds can be
transferred to the account at the new firm, or such shareholder must continue to
maintain a retirement account at a selected dealer for those shares.
AUTOMATIC INVESTMENT PLAN
A shareholder may make additions to an Investment Account at any time by
purchasing Class I shares (if an eligible Class I investor as described in the
Prospectus) or Class A, Class B or Class C shares at the applicable public
offering price either through the shareholder's securities dealer, or by mail
directly to the Transfer Agent, acting as agent for such securities dealer. You
may also add to your account by automatically investing a specific amount in the
Fund on a periodic basis through your selected dealer. The current minimum for
such automatic additional investments is $50. This minimum may be waived or
revised under certain circumstances.
AUTOMATIC DIVIDEND REINVESTMENT PLAN
Dividends and distributions from the Fund may be taken in cash or
automatically reinvested in shares of the Fund at net asset value without a
sales charge. You should consult with your financial consultant about
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which option you would like. If you choose the reinvestment option, such
reinvestment will be at the net asset value of shares of the Fund, without sales
charge, as of the close of business on the ex-dividend date of the dividend or
distribution. Shareholders may elect in writing or by telephone (1-888-763-2260)
to receive either their dividends or capital gains distributions, or both, in
cash, in which event payment will be mailed or direct deposited on or about the
payment date, except that in all circumstances dividends less than ten dollars
will be reinvested.
Shareholders may, at any time, notify their selected dealer in writing if
the shareholder's account is maintained with a selected dealer or notify the
Transfer Agent in writing or by telephone (1-888-763-2260) that they no longer
wish to have their dividend and/or capital gains distributions reinvested in
shares of the Fund or vice versa and, commencing ten days after the receipt by
the Transfer Agent of such notice, those instructions will be effected. The Fund
is not responsible for any failure of delivery to the shareholder's address of
record and no interest will accrue on amounts represented by uncashed
distribution or redemption checks.
SYSTEMATIC REDEMPTION PROGRAM
A shareholder may elect to make withdrawals from an Investment Account of
Class I, Class A, Class B or Class C shares in the form of payments by check or
through automatic payment by direct deposit to such shareholder's bank account
on either a monthly or quarterly basis as provided below. Quarterly withdrawals
are available for shareholders who have acquired shares of the Fund having a
value, based on cost or the current offering price, of $5,000 or more, and
monthly withdrawals are available for shareholders with shares having a value of
$10,000 or more.
At the time of each withdrawal payment, sufficient shares are redeemed from
those on deposit in the shareholder's account to provide the withdrawal payment
specified by the shareholder. The shareholder may specify the dollar amount and
class of shares to be redeemed. With respect to shareholders who hold accounts
directly at the Transfer Agent, redemptions will be made at net asset value as
determined as described herein on the 24th day of each month or the 24th day of
the last month of each quarter, whichever is applicable. With respect to
shareholders who hold accounts with their broker-dealer, redemptions will be
made at net asset value determined as described herein on the first, second,
third or fourth Monday of each month, or the first, second, third or fourth
Monday of the last month of each quarter, whichever is applicable. If the NYSE
is not open for business on such date, the shares will be redeemed at the close
of business on the following business day. The check for the withdrawal payment
will be mailed, or the direct deposit for withdrawal payment will be made, on
the next business day following redemption. When a shareholder is making
systematic withdrawals, dividends and distributions on all shares in the
Investment Account are reinvested automatically in shares of the Fund. A
shareholder's systematic withdrawal plan may be terminated at any time, without
a charge or penalty, by the shareholder, the Fund, the Fund's Transfer Agent or
the Distributor.
Withdrawal payments should not be considered as dividends, yield or income.
Each withdrawal is a taxable event. If periodic withdrawals continuously exceed
reinvested dividends, the shareholder's original investment may be reduced
correspondingly. Purchases of additional shares concurrent with withdrawals are
ordinarily disadvantageous to the shareholder because of sales charges and tax
liabilities. The Fund will not knowingly accept purchase orders for shares of
the Fund from investors who maintain a systematic withdrawal plan unless such
purchase is equal to at least one year's scheduled withdrawals or $1,200,
whichever is greater. Periodic investments may not be made into an Investment
Account in which the shareholder has elected to make systematic withdrawals.
With respect to redemptions of Class B and Class C shares pursuant to a
systematic withdrawal plan, the maximum number of Class B or Class C shares that
can be redeemed from an account annually shall not exceed 10% of the value of
shares of such class in that account at the time the election to join the
systematic withdrawal plan was made. Any CDSC that otherwise might be due on
such redemption of Class B or Class C shares will be waived. Shares redeemed
pursuant to a systematic withdrawal plan will be redeemed in the same order as
Class B or Class C shares are otherwise redeemed. See "Pricing of
Shares -- Class B and C Shares -- Deferred Sales Charge Options" in the
Prospectus. Where the systematic withdrawal plan is applied to Class B shares,
upon conversion of the last Class B shares in an account to Class A shares, a
shareholder
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must make a new election to join the systematic withdrawal program with respect
to the Class A shares. If an investor wishes to change the amount being
withdrawn in a systematic withdrawal plan the investor should contact his or her
financial consultant.
RETIREMENT PLANS
The minimum initial purchase to establish a retirement plan is $100.
Capital gains and income received in retirement plans are exempt from Federal
taxation until distributed from the plans. Investors considering participations
in any such plan should review specific tax laws relating thereto and should
consult their attorneys or tax advisors with respect to the establishment and
maintenance of any such plan.
EXCHANGE PRIVILEGE
U.S. shareholders of each class of shares of the Fund have an exchange
privilege with other Mercury mutual funds and Summit. The exchange privilege
does not apply to any other funds. Under the Fund's pricing system, Class I
shareholders may exchange Class I shares of the Fund for Class I shares of a
second Mercury mutual fund. Class I shares also may be exchanged for Class I
shares of a second Mercury mutual fund at any time as long as, at the time of
the exchange, the shareholder is eligible to acquire Class I shares of any
Mercury mutual fund. Class A, Class B and Class C shares are exchangeable with
shares of the same class of other Mercury mutual funds. For purposes of
computing the CDSC that may be payable upon a disposition of the shares acquired
in the exchange, the holding period for the previously owned shares of the Fund
is "tacked" to the holding period of the newly acquired shares of the other fund
as more fully described below. Class I, Class A, Class B and Class C shares also
are exchangeable for shares of Summit, a money market fund specifically
designated for exchange by holders of Class I, Class A, Class B or Class C
shares. Class I and Class A shares will be exchanged for Class A shares of
Summit, and Class B and Class C shares will be exchanged for Class B shares of
Summit. Summit Class A and Class B shares do not include any front-end sales
charge or CDSC; however, Summit Class B shares pay a 12b-1 distribution fee of
0.75% and are subject to a CDSC payable as if the shareholder still held shares
of the Mercury fund used to acquire the Summit Class B shares.
Exchanges of Class I or Class A shares outstanding ("outstanding Class I or
Class A shares") for Class I or Class A shares of another Mercury mutual fund,
or for Class A shares of Summit ("new Class I or Class A shares") are transacted
on the basis of relative net asset value per Class I or Class A share,
respectively, plus an amount equal to the difference, if any, between the sales
charge previously paid on the outstanding Class I or Class A shares and the
sales charge payable at the time of the exchange on the new Class I or Class A
shares. With respect to outstanding Class I or Class A shares as to which
previous exchanges have taken place, the "sales charge previously paid" shall
include the aggregate of the sales charges paid with respect to such Class I or
Class A shares in the initial purchase and any subsequent exchange. Class I or
Class A shares issued pursuant to dividend reinvestment are sold on a no-load
basis in each of the funds offering Class I or Class A shares. For purposes of
the exchange privilege, dividend reinvestment Class I and Class A shares shall
be deemed to have been sold with a sales charge equal to the sales charge
previously paid on the Class I or Class A shares on which the dividend was paid.
Based on this formula, Class I and Class A shares of the Fund generally may be
exchanged into the Class I and Class A shares, respectively, of the other funds
with a reduced or without a sales charge.
In addition, each of the funds with Class B and Class C shares outstanding
("outstanding Class B or Class C shares") offers to exchange its Class B or
Class C shares for Class B or Class C shares, respectively (or, in the case of
Summit, Class B shares) ("new Class B or Class C shares"), of another Mercury
mutual fund or of Summit on the basis of relative net asset value per Class B or
Class C share, without the payment of any CDSC that might otherwise be due on
redemption of the outstanding shares. Class B shareholders of the Fund
exercising the exchange privilege will continue to be subject to the Fund's CDSC
schedule if such schedule is higher than the CDSC schedule relating to the new
Class B shares acquired through use of the exchange privilege. In addition,
Class B shares of the Fund acquired through use of the exchange privilege will
be subject to the Fund's CDSC schedule if such schedule is higher than the CDSC
schedule relating to the Class B shares of the fund from which the exchange has
been made. For purposes of computing the sales
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charge that may be payable on a disposition of the new Class B or Class C
shares, the holding period for the outstanding Class B shares is "tacked" to the
holding period of the new Class B or Class C shares. For example, an investor
may exchange Class B shares of the Fund for those of another Mercury fund ("New
Mercury Fund") after having held the Fund's Class B shares for two-and-a-half
years. The 3% CDSC that generally would apply to a redemption would not apply to
the exchange. Four years later the investor may decide to redeem the Class B
shares of New Mercury Fund and receive cash. There will be no CDSC due on this
redemption since by "tacking" the two-and-a-half year holding period of the
Fund's Class B shares to the four year holding period for the New Mercury Fund
Class B shares, the investor will be deemed to have held the New Mercury Fund
Class B shares for more than six years.
Before effecting an exchange, shareholders should obtain a currently
effective prospectus of the fund into which the exchange is to be made. To
exercise the exchange privilege, shareholders should contact their financial
consultant, who will advise the Fund of the exchange. Shareholders of the Fund,
and shareholders of the other funds described above with shares for which
certificates have not been issued, may exercise the exchange privilege by wire
through their securities dealers. The Fund reserves the right to require a
properly completed Exchange Application. This exchange privilege may be modified
or terminated in accordance with the rules of the Commission. The Fund reserves
the right to limit the number of times an investor may exercise the exchange
privilege. Certain funds may suspend the continuous offering of their shares to
the general public at any time and may thereafter resume such offering from time
to time. The exchange privilege is available only to U.S. shareholders in states
where the exchange legally may be made.
FEE-BASED PROGRAMS
Certain fee-based programs, including pricing alternatives for securities
transactions (each referred to in this paragraph as a "Program"), may permit the
purchase of Class I shares at net asset value. Under specified circumstances,
participants in certain Programs may deposit other classes of shares, which will
be exchanged for Class I shares. Initial or deferred sales charges otherwise due
in connection with such exchanges may be waived or modified, as may the
Conversion Period applicable to the deposited shares. Termination of
participation in certain Programs may result in the redemption of shares held
therein or the automatic exchange thereof to another class at net asset value.
In addition, upon termination of participation in certain Programs, shares that
have been held for less than specified periods within such Program may be
subject to a fee based upon the current value of such shares. These Programs
also generally prohibit such shares from being transferred to another account,
to another broker-dealer or to the Transfer Agent. Except in limited
circumstances (which may also involve an exchange as described above), such
shares must be redeemed and another class of shares purchased (which may involve
the imposition of initial or deferred sales charges and distribution and account
maintenance fees) in order for the investment not to be subject to Program fees.
Additional information regarding certain specific Programs offered through
particular selected dealers (including charges and limitations on
transferability applicable to shares that may be held in such Program) is
available in the Program's client agreement and from the shareholder's selected
dealer.
DIVIDENDS, DISTRIBUTIONS AND TAXES
DIVIDENDS AND DISTRIBUTIONS
The Fund intends to distribute all its net investment income, if any.
Dividends from such net investment income will be paid at least annually. All
net realized capital gains, if any, will be distributed to the Fund's
shareholders annually. From time to time, the Fund may declare a special
distribution at or about the end of the calendar year in order to comply with a
Federal income tax requirement that certain percentages of its ordinary income
and capital gains be distributed during the calendar year. See "Shareholder
Services -- Automatic Dividend Reinvestment Plan for information concerning the
manner in which dividends and distributions may be reinvested automatically in
shares of the Fund. Shareholders may elect in writing to receive any such
dividends or distributions, or both, in cash. Dividends and distributions are
taxable to shareholders, as discussed below, whether they are reinvested in
shares of the Fund or received in cash. The per share dividends and
distributions on Class B and Class C shares will be lower than the per share
dividends
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and distributions on Class I and Class A shares as a result of the account
maintenance, distribution and higher transfer agency fees applicable with
respect to the Class B and Class C shares; similarly, the per share dividends
and distributions on Class A shares will be lower than the per share dividends
and distributions on Class I shares as a result of the account maintenance fees
applicable with respect to the Class A shares. See "Determination of Net Asset
Value." Within 60 days after the end of the Fund's taxable year, each
shareholder will receive notification summarizing the dividends and
distributions he or she received that year. This notification will also indicate
whether those distributions should be treated as ordinary income or long-term
capital gains.
TAXES
The Fund intends to continue to qualify for the special tax treatment
afforded regulated investment companies ("RICs") under the Code. As long as the
Fund so qualifies, the Fund (but not its shareholders) will not be subject to
Federal income tax on the part of its net ordinary income and net realized
capital gains that it distributes to Class I, Class A, Class B and Class C
shareholders ("shareholders"). The Fund intends to distribute substantially all
of such income. To qualify for this treatment, the Fund must, among other
things, (a) derive at least 90% of its gross income (without offset for losses
from the sale or other disposition of securities or foreign currencies) from
dividends, interest, payments with respect to securities loans, gains from the
sale or other disposition of securities or foreign currencies and certain
financial futures, options and forward contracts (the "Income Test"); and (b)
diversify its holdings so that, at the end of each quarter of the taxable year,
(i) at least 50% of the value of its assets is represented by cash, U.S.
Government securities and other securities limited in respect of any one issuer
to an amount no greater than 5% of its assets and 10% of the outstanding voting
securities of such issuer, and (ii) not more than 25% of the value of its assets
is invested in the securities of any one issuer (other than U.S. Government
securities).
Dividends paid by the Fund from its ordinary income and distributions of
the Fund's net realized short-term capital gains (together referred to hereafter
as "ordinary income dividends") are taxable to shareholders as ordinary income,
whether or not reinvested.
Any net capital gains (i.e., the excess of net capital gains from the sale
of assets held for more than 12 months over net short-term capital losses, and
including such gains from certain transactions in futures and options)
distributed to shareholders will be taxable as capital gains to the
shareholders, whether or not reinvested and regardless of the length of time a
shareholder has owned his or her shares. The maximum capital gains rate for
individuals is 20% with respect to assets held for more than 12 months. The
maximum capital gains rate for corporate shareholders currently is the same as
the maximum corporate tax rate for ordinary income.
Not later than 60 days after the close of its taxable year, the Fund will
provide its shareholders with a written notice designating the amounts of any
dividends or capital gains distributions, and also designating the amounts of
various categories of capital gain income in capital gain dividends. A portion
of the dividends paid by the Fund out of dividends paid by certain corporations
located in the U.S. may be eligible for the dividends received deduction allowed
to corporations under the Code. If the Fund pays a dividend in January that was
declared in the previous October, November or December to shareholders of record
on a specified date in one of such months, then such dividend or distribution
will be treated for tax purposes as being paid by the Fund and received by its
shareholders on December 31 of the year in which such dividend was declared.
Dividends and interest received by the Fund may give rise to withholding
and other taxes imposed by non-U.S. countries. Tax conventions between certain
countries and the United States may reduce or eliminate such taxes. It is
impossible to determine in advance the effective rate of foreign tax to which
the Fund will be subject, since the amount of Fund assets to be invested in any
particular non-U.S. country is not known. Because the Fund limits its
investments in non-U.S. securities, it is anticipated that Fund shareholders
will not be entitled to claim U.S. foreign tax credits with respect to foreign
taxes paid by the Fund.
Under Code Section 988, special rules are provided for certain transactions
in a foreign currency other than the taxpayer's functional currency (i.e.,
unless certain special rules apply, currencies other than the United States
dollar). In general, foreign currency gains or losses from certain forward
contracts, from futures
27
<PAGE> 64
contracts that are not "regulated futures contracts" and from unlisted options
will be treated as ordinary income or loss under Code Section 988. In certain
circumstances, the Fund may elect capital gain or loss treatment for such
transactions. In general, however, Code Section 988 gains or losses will
increase or decrease the amount of the Fund's investment company taxable income
available to be distributed to shareholders as ordinary income, rather than
increasing or decreasing the amount of the Fund's net capital gains.
Additionally, if Code Section 988 losses exceed other investment company taxable
income during a taxable year, the Fund would not be able to make any ordinary
dividend distributions, and any distributions made before the losses were
realized but in the same taxable year would be recharacterized as a return of
capital to shareholders, thereby reducing the basis of each shareholder's Fund
shares.
Under certain provisions of the Code, some shareholders may be subject to a
31% withholding tax on ordinary income dividends, capital gains distributions
and redemption payments ("backup withholding"). Generally, shareholders subject
to backup withholding will be those for whom a certified taxpayer identification
number is not on file with the Fund or who, to the Fund's knowledge, have
furnished an incorrect number. When establishing an account, an investor must
certify under penalty of perjury that such number is correct and that such
shareholder is not otherwise subject to backup withholding.
Ordinary income dividends paid by the Fund to shareholders who are
non-resident aliens or foreign entities generally will be subject to a 30%
United States withholding tax under existing provisions of the Code applicable
to foreign individuals and entities unless a reduced rate of withholding or a
withholding exemption is provided under applicable treaty law. Non-resident
shareholders are urged to consult their own tax advisors concerning the
applicability of the United States withholding tax.
No gain or loss will be recognized by Class B shareholders on the
conversion of their Class B shares for Class A shares. A shareholder's basis in
the Class A shares acquired will be the same as such shareholder's basis in the
Class B shares converted, and the holding period of the acquired Class A shares
will include the holding period of the converted Class B shares.
Upon a sale or exchange of its shares, a shareholder will realize a taxable
gain or loss depending on its basis in the shares. Such gain or loss will be
treated as capital gain or loss if the shares are capital assets in the
shareholder's hands. In the case of an individual, any such capital gain will be
treated as short-term capital gain, taxable at the same rates as ordinary income
if the shares were held for not more than 12 months and capital gain taxable at
the maximum rate of 20% if such shares were held for more than 12 months. In the
case of a corporation, any such capital gain will be treated as long-term
capital gain, taxable at the same rates as ordinary income, if such shares were
held for more than 12 months. Any such loss will be treated as long-term capital
loss if such shares were held for more than 12 months. A loss recognized on the
sale or exchange of shares held for six months or less, however, will be treated
as long-term capital loss to the extent of any long-term capital gains
distribution with respect to such shares.
If a shareholder exercises an exchange privilege within 90 days of
acquiring shares of the Fund, then any loss recognized on the exchange will be
reduced (or any gain increased) to the extent the sales charge paid to the Fund
reduces any sales charge that would have been owed upon the purchase of the new
shares in the absence of the exchange privilege. Instead, such sales charge will
be treated as an amount paid for the new shares.
Generally, any loss realized on a sale or exchange of shares of the Fund
will be disallowed if other shares of the Fund are acquired (whether through the
automatic reinvestment of dividends or otherwise) within a 61-day period
beginning 30 days before and ending 30 days after the date that the shares are
disposed of. In such a case, the basis of the shares acquired will be adjusted
to reflect the disallowed loss.
The Code requires a RIC to pay a nondeductible 4% excise tax to the extent
the RIC does not distribute, during each calendar year, 98% of its ordinary
income, determined on a calendar year basis, and 98% of its capital gains,
determined, in general, on an October 31 year end, plus certain undistributed
amounts from previous years. The Fund anticipates that it will make sufficient
timely distributions to avoid imposition of the excise tax.
28
<PAGE> 65
TAX TREATMENT OF OPTIONS AND FUTURES TRANSACTIONS
The Fund may purchase or sell options and futures and foreign currency
options and futures, and related options on such futures. Options and futures
contracts that are "Section 1256 contracts" will be "marked to market" for
Federal income tax purposes at the end of each taxable year, i.e., each option
or futures contract will be treated as sold for its fair market value on the
last day of the taxable year. In general, unless a special election is made,
gain or loss from transactions in Section 1256 contracts will be 60% long-term
and 40% short-term capital gain or loss.
Code Section 1092, which applies to certain "straddles," may affect the
taxation of the Fund's transactions in options, futures and forward foreign
exchange contracts. Under Section 1092, the Fund may be required to postpone
recognition for tax purposes of losses incurred in certain closing transactions
in options, futures and forward foreign exchange contracts. Similarly, Code
Section 1091, which deals with "wash sales," may cause the Fund to postpone
recognition of certain losses for tax purposes; and Code Section 1258, which
deals with "conversion transactions," may apply to recharacterize certain
capital gains as ordinary income for tax purposes. Code Section 1259, which
deals with "constructive sales" of appreciated financial positions (e.g.,
stock), may treat the Fund as having recognized income before the time that such
income is economically recognized by the Fund.
OTHER TAX MATTERS
Prior to the commencement of operations, the Fund shall have received a
private letter ruling from the Internal Revenue Service ("IRS")or an opinion of
counsel, to the effect that, because each Portfolio is classified as a
partnership for tax purposes, the Fund will be entitled to look to the
underlying assets of the Portfolio in which it has invested for purposes of
satisfying various requirements of the Code applicable to RICs. If any of the
facts upon which such ruling is premised change in any material respect (e.g.,
if the Trust were required to register its interests under the Securities Act
and the Trust is unable to obtain a private letter ruling from the IRS or an
opinion of counsel indicating that each Portfolio will continue to be classified
as a partnership), then the Board of Directors of the Corporation will
determine, in its discretion, the appropriate course of action for the Fund. One
possible course of action would be to withdraw the Fund's investments from the
Portfolio and to retain an investment adviser to manage the Fund's assets in
accordance with the investment policies applicable to the Fund. See "Investment
Objectives and Policies."
------------------------
The foregoing is a general and abbreviated summary of the applicable
provisions of the Code and the Treasury regulations presently in effect. For the
complete provisions, reference should be made to the pertinent Code sections and
the Treasury regulations promulgated thereunder. The Code and the Treasury
regulations are subject to change by legislative or administrative action either
prospectively or retroactively.
Dividends and capital gains distributions and gains on the sale or exchange
of shares in the Fund may also be subject to state and local taxes.
Shareholders are urged to consult their own tax advisors regarding specific
questions as to Federal, state, local or foreign taxes. Foreign investors should
consider applicable foreign taxes in their evaluation of an investment in the
Fund.
PERFORMANCE DATA
From time to time the Fund may include its average annual total return and
other total return data in advertisements or information furnished to present or
prospective shareholders. Total return is based on the Fund's historical
performance and is not intended to indicate future performance. Average annual
total return is determined separately for Class I, Class A, Class B and Class C
shares in accordance with a formula specified by the Commission.
Average annual total return quotations for the specified periods are
computed by finding the average annual compounded rates of return (based on net
investment income and any realized and unrealized capital
29
<PAGE> 66
gains or losses on portfolio investments over such periods) that would equate
the initial amount invested to the redeemable value of such investment at the
end of each period. Average annual total return is computed assuming all
dividends and distributions are reinvested and taking into account all
applicable recurring and nonrecurring expenses, including the maximum sales
charge in the case of Class I and Class A shares and the CDSC that would be
applicable to a complete redemption of the investment at the end of the
specified period in the case of Class B and Class C shares.
The Fund also may quote annual, average annual and annualized total return
and aggregate total return performance data, both as a percentage and as a
dollar amount based on a hypothetical $1,000 investment, for various periods
other than those noted below. Such data will be computed as described above,
except that (1) as required by the periods of the quotations, actual annual,
annualized or aggregate data, rather than average annual data, may be quoted and
(2) the maximum applicable sales charges will not be included. Actual annual or
annualized total return data generally will be lower than average annual total
return data since the average rates of return reflect compounding of return;
aggregate total return data generally will be higher than average annual total
return data since the aggregate rates of return reflect compounding over a
longer period of time.
In order to reflect the reduced sales charges in the case of Class I or
Class A shares or the waiver of the CDSC in the case of Class B or Class C
shares applicable to certain investors, as described under "Purchase of Shares"
and "Redemption of Shares," respectively, the total return data quoted by the
Fund in advertisements directed to such investors may take into account the
reduced, and not the maximum, sales charge or may take into account the CDSC and
therefore may reflect greater total return since, due to the reduced sales
charges or the waiver of sales charges, a lower amount of expenses is deducted.
On occasion, the Fund may compare its performance to, among other things,
the Standard & Poor's 500 Index, the Value Line Composite Index, the Dow Jones
Industrial Average, or other published indices, or to data contained in
publications such as Lipper Analytical Services, Inc., Morningstar Publications,
Inc. ("Morningstar"), other competing universes, Money Magazine, U.S. News &
World Report, Business Week, Forbes Magazine, Fortune Magazine and CDA
Investment Technology, Inc. When comparing its performance to a market index,
the Fund may refer to various statistical measures derived from the historic
performance of the Fund and the index, such as standard deviation and beta. As
with other performance data, performance comparisons should not be considered
indicative of the Fund's relative performance for any future period. From time
to time, the Fund may include its Morningstar risk-adjusted performance rating
in advertisements or supplemental sales literature. The Fund may from time to
time quote in advertisement or other materials other applicable measures of
performance and may also make reference to awards that may be given to the
Investment Adviser.
GENERAL INFORMATION
DESCRIPTION OF SHARES
The Corporation is a Maryland corporation incorporated on April 24, 1998.
It has an authorized capital of 2,800,000,000 shares of Common Stock, par value
$.0001 per share, divided into 100,000,000 shares of each of Class I, Class A,
Class B and Class C shares for each of its series.
Shareholders are entitled to one vote for each full share held and
fractional votes for fractional shares held in the election of Directors (to the
extent hereinafter provided) and on other matters submitted to vote of
shareholders, except that shareholders of the class bearing distribution
expenses as provided above shall have exclusive voting rights with respect to
matters relating to such distribution expenditures (except that Class B
shareholders may vote upon any material changes to expenses charged under the
Class A Distribution Plan). Voting rights are not cumulative, so that the
holders of more than 50% of the shares voting in the election of Directors can,
if they choose to do so, elect all the Directors of the Corporation, in which
event the holders of the remaining shares are unable to elect any person as a
Director. No amendment may be made to the Articles of Incorporation without the
affirmative vote of a majority of the outstanding shares of the Corporation.
30
<PAGE> 67
There normally will be no meeting of shareholders for the purpose of
electing Directors unless and until such time as less than a majority of the
Directors holding office have been elected by the shareholders, at which time
the Directors then in office will call a shareholders' meeting for the election
of Directors. Shareholders may, in accordance with the terms of the Articles of
Incorporation, cause a meeting of shareholders to be held for the purpose of
voting on the removal of Directors. Also, the Corporation will be required to
call a special meeting of shareholders in accordance with the requirements of
the Investment Company Act to seek approval of new management and advisory
arrangements, of a material increase in account maintenance fees or of a change
in fundamental policies, objectives or restrictions. Except as set forth above,
the Directors shall continue to hold office and appoint successor Directors.
Each issued and outstanding share is entitled to participate equally in
dividends and distributions declared and in net assets upon liquidation or
dissolution remaining after satisfaction of outstanding liabilities, except
that, as noted above, Class A shares bear certain additional expenses. Shares
issued are fully-paid and non-assessable by the Corporation or the Fund. Voting
rights for Directors are not cumulative.
The Trust consists of seven portfolios and is organized as a Delaware
Business Trust. Whenever the Fund is requested to vote on any matter relating to
the Portfolio, the Corporation will hold a meeting of the Fund's shareholders
and will cast its vote as instructed by the Fund's shareholders.
Mercury International provided the initial capital for the Fund by
purchasing 10,000 shares of the Fund, for an aggregate of $100,000. Such shares
were acquired for investment and can only be disposed of by redemption. To the
extent the organizational expenses of the Corporation are paid by the
Corporation they will be expensed and immediately charged to net asset value.
See "Determination of Net Asset Value."
Prior to the offering of the Fund's shares, Mercury International will be
the Fund's sole shareholder and deemed a controlling person of the Fund.
COMPUTATION OF OFFERING PRICE PER SHARE
An illustration of the computation of the offering price for Class I, Class
A, Class B and Class C shares of the Fund based on the projected value of the
Fund's estimated net assets and projected number of shares outstanding on the
date its shares are offered for sale to public investors is as follows:
<TABLE>
<CAPTION>
CLASS I CLASS A CLASS B CLASS C
------- ------- ------- -------
<S> <C> <C> <C> <C>
Net Assets........................ $62,500,000 $62,500,000 $62,500,000 $62,500,000
=========== =========== =========== ===========
Number of Shares Outstanding...... 6,250,000 6,250,000 6,250,000 6,250,000
=========== =========== =========== ===========
Net Asset Value Per Share (net
assets divided by number of
shares outstanding)............. $ 10.00 $ 10.00 $ 10.00 $ 10.00
Sales Charge (for Class I and
Class A Shares: 5.25% of
Offering Price (5.54% of net
amount invested))*.............. 55 55 ** **
----------- ----------- ----------- -----------
Offering Price.................... $ 10.55 $ 10.55 $ 10.00 $ 10.00
=========== =========== =========== ===========
</TABLE>
- ---------------
* Rounded to the nearest one-hundredth percent; assumes maximum sales charge is
applicable.
** Class B and Class C shares are not subject to an initial sales charge but may
be subject to a CDSC on redemption. See "Account Choices -- Class B and Class
C shares -- Deferred Sales Charge Options" in the Prospectus and "Redemption
of Shares -- Deferred Sales Charges -- Class B and Class C Shares" herein.
INDEPENDENT AUDITORS
Deloitte & Touche LLP, 117 Campus Drive, Princeton, New Jersey 08540, have
been selected as the independent auditors of the Fund. The independent auditors
are responsible for auditing the annual financial statements of the Fund.
31
<PAGE> 68
CUSTODIAN
Brown Brothers Harriman & Co., 40 Water Street, Boston, Massachusetts
02109, acts as the custodian of the Fund's assets. Under its contract with the
Fund, the Custodian is authorized to establish separate accounts in foreign
currencies and to cause foreign securities owned by the Fund to be held in its
offices outside the United States and with certain foreign banks and securities
depositories. The custodian is responsible for safeguarding and controlling the
Fund's cash and securities, handling the receipt and delivery of securities and
collecting interest and dividends on the Fund's investments.
TRANSFER AGENT
Financial Data Services, Inc., 4800 Deer Lake Drive East, Jacksonville,
Florida 32246-6484, which is a wholly owned subsidiary of ML & Co., acts as the
Fund's Transfer Agent pursuant to a transfer agency, dividend disbursing agency
and shareholder servicing agency agreement (the "Transfer Agency Agreement").
The Transfer Agent is responsible for the issuance, transfer and redemption of
shares and the opening, maintenance and servicing of shareholder accounts.
LEGAL COUNSEL
Swidler Berlin Shereff Friedman, LLP, 919 Third Avenue, New York, New York
10022, is counsel for the Fund.
REPORTS TO SHAREHOLDERS
The Fund sends to its shareholders at least semi-annually reports showing
the Fund's portfolio and other information. An annual report, containing
financial statements audited by independent auditors, is sent to shareholders
each year. After the end of each year, shareholders will receive Federal income
tax information regarding dividends and capital gains distributions.
ADDITIONAL INFORMATION
The Prospectus and this Statement of Additional Information do not contain
all the information set forth in the Registration Statement and the exhibits
relating thereto, which the Corporation has filed with the Commission,
Washington, D.C., under the Securities Act and the Investment Company Act, to
which reference is hereby made.
------------------------
32
<PAGE> 69
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Shareholder,
Mercury U.S. Large Cap Fund of
Mercury Asset Management Funds, Inc.:
We have audited the accompanying statement of assets and liabilities of Mercury
U.S. Large Cap Fund of Mercury Asset Management Funds, Inc. as of December 1,
1998 and the related statement of operations for the period April 24, 1998
(commencement of the Fund) to December 1, 1998. These financial statements are
the responsibility of the Fund's management. Our responsibility is to express an
opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the financial position of the Mercury U.S. Large Cap Fund of Mercury
Asset Management Funds, Inc. as of December 1, 1998 and for the period April 24,
1998 (commencement of the Fund) to December 1, 1998 in conformity with generally
accepted accounting principles.
Deloitte & Touche LLP
Princeton, New Jersey
December 1, 1998
33
<PAGE> 70
MERCURY U.S. LARGE CAP FUND
OF
MERCURY ASSET MANAGEMENT FUNDS, INC.
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 1, 1998
<TABLE>
<S> <C>
ASSETS:
Cash................................................... $100,000
Prepaid registration fees and offering costs (Note
3).................................................... 250,000
Receivable from Investment Adviser (Note 4)............ 20,750
--------
Total assets...................................... 370,750
--------
LIABILITIES:
Organization expenses (Note 4)......................... 20,750
Liabilities and accrued expenses....................... 250,000
--------
Total liabilities................................. 270,750
--------
NET ASSETS:................................................. $100,000
========
NET ASSETS CONSIST OF:
Class I Shares of Common Stock, $.0001 par value,
100,000,000 shares authorized......................... $ 1
Class A Shares of Common Stock, $.0001 par value,
100,000,000 shares authorized......................... 1
Class B Shares of Common Stock, $.0001 par value,
100,000,000 shares authorized......................... 1
Class C Shares of Common Stock, $.0001 par value,
100,000,000 shares authorized......................... 1
Paid-in-Capital in excess of par....................... 99,996
--------
NET ASSETS: $100,000
========
NET ASSETS VALUE:
Class I -- Based on net assets of $25,000 and 2,500 shares
outstanding............................................... $ 10.00
========
Class A -- Based on net assets of $25,000 and 2,500 shares
outstanding............................................... $ 10.00
========
Class B -- Based on net assets of $25,000 and 2,500 shares
outstanding............................................... $ 10.00
========
Class C -- Based on net assets of $25,000 and 2,500 shares
outstanding............................................... $ 10.00
========
</TABLE>
- ---------------
See Notes to Financial Statements.
34
<PAGE> 71
MERCURY U.S. LARGE CAP FUND
OF
MERCURY ASSET MANAGEMENT FUNDS, INC.
STATEMENT OF OPERATIONS
FOR THE PERIOD APRIL 24, 1998 (INCEPTION) TO DECEMBER 1, 1998
<TABLE>
<S> <C>
INVESTMENT INCOME:
Investment Income...................................... $ --
EXPENSES:
Organization expenses.................................. 20,750
--------
Total expenses before reimbursement.................... 20,750
Reimbursement from Investment Adviser (Note 4)......... (20,750)
--------
Total expenses after reimbursement..................... --
Investment income -- net............................... --
NET CHANGE IN NET ASSETS RESULTING FROM OPERATIONS.......... $ --
========
</TABLE>
- ---------------
See Notes to Financial Statements.
35
<PAGE> 72
MERCURY U.S. LARGE CAP FUND
OF
MERCURY ASSET MANAGEMENT FUNDS, INC.
NOTES TO FINANCIAL STATEMENTS
(1) Mercury Asset Management Funds, Inc. (the "Corporation") was organized as a
Maryland corporation on April 24, 1998 and is registered under the
Investment Company Act of 1940 as an open-end diversified investment
company. Mercury U.S. Large Cap Fund (the "Fund") is a series of the
Corporation. To date, the Fund has not had any transactions other than those
relating to organizational matters and the sale of 2,500 Class I shares,
2,500 Class A shares, 2,500 Class B shares and 2,500 Class C shares of
Common Stock to Mercury Asset Management International Ltd. (the "Investment
Adviser".)
(2) The Corporation on behalf of the Fund has entered into an administration
agreement with Fund Asset Management, L.P. (the "Administrator"), and a
distribution agreement with Mercury Funds Distributor, a division of
Princeton Funds Distributor, Inc. (the "Distributor"). (See "Management of
the Fund -- Administration Arrangements" in the Statement of Additional
Information.) Certain officers and/or directors of the Corporation are
officers and/or directors of the Administrator and the Distributor.
(3) Prepaid registration fees are charged to income as the related shares are
issued. Prepaid offering costs consist of legal and printing fees related to
preparing the initial registration statement, and will be amortized over a
12 month period beginning with the commencement of operations of the Fund.
(4) Organization expenses are reimbursed by the Investment Adviser.
36
<PAGE> 73
APPENDIX A
INVESTMENT POLICIES INVOLVING THE USE OF INDEXED
SECURITIES, OPTIONS, FUTURES, SWAPS AND FOREIGN EXCHANGE
The Fund and the Portfolio are authorized to use certain derivative
instruments, including indexed and inverse securities, options, futures, and
swaps, and to purchase and sell foreign exchange, as described below. Such
instruments are referred to collectively herein as "Strategic Instruments."
Although certain risks are involved in options and futures transactions (as
defined below in "Risk Factors in Options, Futures and Currency Instruments"),
the Investment Adviser believes that, because the Fund will generally engage in
these transactions, if at all, for hedging purposes, including anticipatory
hedges (other than options on securities that may be used to seek increased
return), the options and futures portfolio strategies of the Fund will not
subject the Fund to the risks frequently associated with the speculative use of
options and futures transactions. While the Fund's use of hedging strategies is
intended to reduce the volatility of the net asset value of Fund shares, the
Fund's net asset value will fluctuate. There can be no assurance that the Fund's
hedging transactions will be effective. Furthermore, the Fund will engage in
hedging activities, if at all, only from time to time and may not necessarily be
engaging in hedging activities when movements in the equity markets, interest
rates or currency exchange rates occur.
INDEXED AND INVERSE SECURITIES
The Fund may invest in securities the potential return of which is based on
the change in particular measurements of value or rate (an "index"). As an
illustration, the Fund may invest in a debt security that pays interest and
returns principal based on the change in the value of a securities index or a
basket of securities, or based on the relative changes of two indices. In
addition, the Fund may invest in securities the potential return of which is
based inversely on the change in an index. For example, the Fund may invest in
securities that pay a higher rate of interest when a particular index decreases
and pay a lower rate of interest (or do not fully return principal) when the
value of the index increases. If the Fund invests in such securities, it may be
subject to reduced or eliminated interest payments or loss of principal in the
event of an adverse movement in the relevant index or indices. Furthermore,
where such a security includes a contingent liability, in the event of such an
adverse movement, the Fund may be required to pay substantial additional margin
to maintain the position.
Certain indexed and inverse securities may have the effect of providing
investment leverage because the rate of interest or amount of principal payable
increases or decreases at a rate that is a multiple of the changes in the
relevant index. As a consequence, the market value of such securities may be
substantially more volatile than the market values of other debt securities. The
Fund believes that indexed and inverse securities may provide portfolio
management flexibility that permits the Fund to seek enhanced returns, hedge
other portfolio positions or vary the degree of portfolio leverage with greater
efficiency than would otherwise be possible under certain market conditions.
OPTIONS ON SECURITIES AND SECURITIES INDICES
Purchasing Options. The Fund is authorized to purchase put options on
equity securities held in its portfolio or securities indices the performance of
which is substantially replicated by securities held in its portfolio. When the
Fund purchases a put option, in consideration for an upfront payment (the
"option premium") the Fund acquires a right to sell to another party specified
securities owned by the Fund at a specified price (the "exercise price") on or
before a specified date (the "expiration date"), in the case of an option on
securities, or to receive from another party a payment based on the amount a
specified securities index declines below a specified level on or before the
expiration date, in the case of an option on a securities index. The purchase of
a put option limits the Fund's risk of loss in the event of a decline in the
market value of the portfolio holdings underlying the put option prior to the
option's expiration date. If the market value of the portfolio holdings
associated with the put option increases rather than decreases, however, the
Fund will lose the option premium and will consequently realize a lower return
on the portfolio holdings than would have been realized without the purchase of
the put.
A-1
<PAGE> 74
The Fund is also authorized to purchase call options on securities it
intends to purchase or securities indices the performance of which substantially
replicates the performance of the types of securities it intends to purchase.
When the Fund purchases a call option, in consideration for the option premium
the Fund acquires a right to purchase from another party specified securities at
the exercise price on or before the expiration date, in the case of an option on
securities, or to receive from another party a payment based on the amount a
specified securities index increases beyond a specified level on or before the
expiration date, in the case of an option on a securities index. The purchase of
a call option may protect the Fund from having to pay more for a security as a
consequence of increases in the market value for the security during a period
when the Fund is contemplating its purchase, in the case of an option on a
security, or attempting to identify specific securities in which to invest in a
market the Fund believes to be attractive, in the case of an option on an index
(an "anticipatory hedge"). In the event the Fund determines not to purchase a
security underlying a call option, however, the Fund may lose the entire option
premium.
The Fund is also authorized to purchase put or call options in connection
with closing out put or call options it has previously sold.
Writing Options. The Fund is authorized to write (i.e., sell) call options
on securities held in its portfolio or securities indices the performance of
which is substantially replicated by securities held in its portfolio. When the
Fund writes a call option, in return for an option premium the Fund is legally
obligated to sell specified securities owned by the Fund at the exercise price
on or before the expiration date, in the case of an option on securities, or to
pay to another party an amount based on any gain in a specified securities index
beyond a specified level on or before the expiration date, in the case of an
option on a securities index, however much the exercise price exceeds the market
price. The Fund may write call options to earn income, through the receipt of
option premiums. In the event the party to which the Fund has written an option
fails to exercise its rights under the option because the value of the
underlying securities is less than the exercise price, the Fund will partially
offset any decline in the value of the underlying securities through the receipt
of the option premium. By writing a call option, however, the Fund limits its
ability to sell the underlying securities, and gives up the opportunity to
profit from any increase in the value of the underlying securities beyond the
exercise price, while the option remains outstanding.
The Fund may also write put options on securities or securities indices.
When the Fund writes a put option, in return for an option premium the Fund
gives another party the right to sell to the Fund a specified security at the
exercise price on or before the expiration date, in the case of an option on a
security, or agrees to pay to another party an amount based on any decline in a
specified securities index below a specified level on or before the expiration
date, in the case of an option on a securities index. The Fund may write put
options to earn income, through the receipt of option premiums. In the event the
party to which the Fund has written an option fails to exercise its right under
the option because the value of the underlying securities is greater than the
exercise price, the Fund will profit by the amount of the option premium. By
writing a put option, however, the Fund will be obligated to purchase the
underlying security at a price that may be higher than the market value of the
security at the time of exercise as long as the put option is outstanding, in
the case of an option on a security, or make a cash payment reflecting any
decline in the index, in the case of an option on an index. Accordingly, when
the Fund writes a put option it is exposed to a risk of loss in the event the
value of the underlying securities falls below the exercise price, which loss
potentially may substantially exceed the amount of option premium received by
the Fund for writing the put option. The Fund will write a put option on a
security or a securities index only if the Fund would be willing to purchase the
security at the exercise price for investment purposes (in the case of an option
on a security) or is writing the put in connection with trading strategies
involving combinations of options -- for example, the sale and purchase of
options with identical expiration dates on the same security or index but
different exercise prices (a technique called a "spread").
The Fund is also authorized to sell put or call options in connection with
closing out call or put options it has previously purchased.
Other than with respect to closing transactions, the Fund will write only
call or put options that are "covered." A put option will be considered covered
if the Fund has segregated assets with respect to such
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<PAGE> 75
option in the manner described in "Risk Factors in Options, Futures and Currency
Instruments" below. A call option will be considered covered if the Fund owns
the securities it would be required to deliver upon exercise of the option (or,
in the case of an option on a securities index, securities that substantially
correlate with the performance of such index) or owns a call option, warrant or
convertible instrument that is immediately exercisable for, or convertible into,
such security.
Types of Options. The Fund may engage in transactions in options on
securities or securities indices, on exchanges and in the over-the-counter
("OTC") markets. In general, exchange-traded options have standardized exercise
prices and expiration dates and require the parties to post margin against their
obligations, and the performance of the parties' obligations in connection with
such options is guaranteed by the exchange or a related clearing corporation.
OTC options have more flexible terms negotiated between the buyer and the
seller, but generally do not require the parties to post margin and are subject
to greater risk of counterparty default. See "Additional Risk Factors of OTC
Transactions; Limitations on the Use of OTC Strategic Instruments" below.
FUTURES
The Fund may engage in transactions in futures and options thereon. Futures
are standardized, exchange-traded contracts that obligate a purchaser to take
delivery, and a seller to make delivery, of a specific amount of a commodity at
a specified future date at a specified price. No price is paid upon entering
into a futures contract. Rather, upon purchasing or selling a futures contract
the Fund is required to deposit collateral ("margin") equal to a percentage
(generally less than 10%) of the contract value with the Futures Commission
Merchants (the "FCM") effecting the Fund's exchanges or in a third-party account
with the Fund's Custodian. Each day thereafter until the futures position is
closed, the Fund will pay additional margin representing any loss experienced as
a result of the futures position the prior day or be entitled to a payment
representing any profit experienced as a result of the futures position the
prior day. Whether the margin is deposited with the FCM or with the Custodian,
the margin may be deemed to be in the FCM's custody, and, consequently, in the
event of default due to the FCM's bankruptcy, the margin may be subject to pro
rata treatment as the FCM's assets, which could result in potential losses to
the Fund and its shareholders. Even if a transaction is profitable, the Fund may
not get back the same assets which were deposited as margin or may receive
payment in cash.
The sale of a futures contract limits the Fund's risk of loss through a
decline in the market value of portfolio holdings correlated with the futures
contract prior to the future's contract's expiration date. In the event the
market value of the portfolio holdings correlated with the futures contract
increases rather than decreases, however, the Fund will realize a loss on the
futures position and a lower return on the portfolio holdings than would have
been realized without the purchase of the futures contract.
The purchase of a futures contract may protect the Fund from having to pay
more for securities as a consequence of increases in the market value for such
securities during a period when the Fund was attempting to identify specific
securities in which to invest in a market the Fund believes to be attractive. In
the event that such securities decline in value or the Fund determines not to
complete an anticipatory hedge transaction relating to a futures contract,
however, the Fund may realize a loss relating to the futures position.
The Fund will limit transactions in futures and options on futures to
financial futures contracts (i.e., contracts for which the underlying commodity
is a currency or securities or interest rate index) purchased or sold for
hedging purposes (including anticipatory hedges). The Fund will further limit
transactions in futures and options on futures to the extent necessary to
prevent the Fund from being deemed a "commodity pool" under regulations of the
Commodity Futures Trading Commission.
SWAPS
The Fund is authorized to enter into equity swap agreements, which are OTC
contracts in which one party agrees to make periodic payments based on the
change in market value of a specified equity security, basket of equity
securities or equity index in return for periodic payments based on a fixed or
variable interest rate or the change in market value of a different equity
security, basket of equity securities or equity index.
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<PAGE> 76
Swap agreements may be used to obtain exposure to an equity or market without
owning or taking physical custody of securities.
The Fund will enter into a swap transaction only if, immediately following
the time the Fund enters into the transaction, the aggregate notional principal
amount of swap transactions to which the Fund is a party would not exceed 5% of
the Fund's net assets.
FOREIGN EXCHANGE TRANSACTIONS
The Fund may engage in spot and forward foreign exchange transactions and
currency swaps, purchase and sell options on currencies and purchase and sell
currency futures and related options thereon (collectively, "Currency
Instruments") for purposes of hedging against the decline in the value of
currencies in which its portfolio holdings are denominated against the U.S.
dollar.
Forward foreign exchange transactions are OTC contracts to purchase or sell
a specified amount of a specified currency or multinational currency unit at a
price and future date set at the time of the contract. Spot foreign exchange
transactions are similar but require current, rather than future, settlement.
The Fund will enter into foreign exchange transactions only for purposes of
hedging either a specific transaction or a portfolio position. The Fund may
enter into a foreign exchange transaction for purposes of hedging a specific
transaction by, for example, purchasing a currency needed to settle a security
transaction at a future date or selling a currency in which the Fund has
received or anticipates receiving a dividend or distribution. The Fund may enter
into a foreign exchange transaction for purposes of hedging a portfolio position
by selling forward a currency in which a portfolio position of the Fund is
denominated or by purchasing a currency in which the Fund anticipates acquiring
a portfolio position in the near future. The Fund may also hedge portfolio
positions through currency swaps, which are transactions in which one currency
is simultaneously bought for a second currency on a spot basis and sold for the
second currency on a forward basis.
The Fund may also hedge against the decline in the value of a currency
against the U.S. dollar through use of currency futures or options thereon.
Currency futures are similar to forward foreign exchange transactions except
that futures are standardized, exchange-traded contracts. See "Futures" above.
The Fund may also hedge against the decline in the value of a currency
against the U.S. dollar through the use of currency options. Currency options
are similar to options on securities, but in consideration for an option premium
the writer of a currency option is obligated to sell (in the case of a call
option) or purchase (in the case of a put option) a specified amount of a
specified currency on or before the expiration date for a specified amount of
another currency. The Fund may, however, hedge a currency by entering into a
transaction in a Currency Instrument denominated in a currency other than the
currency being hedged (a "cross-hedge"). The Fund will only enter into a
cross-hedge if the Investment Adviser believes that (i) there is a demonstrably
high correlation between the currency in which the cross-hedge is denominated
and the currency being hedged, and (ii) executing a cross-hedge through the
currency in which the cross-hedge is denominated will be significantly more
cost-effective or provide substantially greater liquidity than executing a
similar hedging transaction by means of the currency being hedged.
The Fund will not speculate in Currency Instruments. Accordingly, the Fund
will not hedge a currency in excess of the aggregate market value of the
securities that it owns (including receivables for unsettled securities sales),
or has committed to or anticipates purchasing, which are denominated in such
currency.
Risk Factors in Hedging Foreign Currency Risks. While the Fund's use of
Currency Instruments to effect hedging strategies is intended to reduce the
volatility of the net asset value of the Fund's shares, the net asset value of
the Fund's shares will fluctuate. Moreover, although Currency Instruments will
be used with the intention of hedging against adverse currency movements,
transactions in Currency Instruments involve the risk that anticipated currency
movements may not be accurately predicted and the Fund's hedging strategies may
be ineffective. To the extent that the Fund hedges against anticipated currency
movements that do not occur, the Fund may realize losses, and decrease its total
return, as the result of its hedging transactions. Furthermore, the Fund will
only engage in hedging activities from time to time and may not be engaging in
hedging activities when movements in currency exchange rates occur. It may not
be possible for the Fund to
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<PAGE> 77
hedge against currency exchange rate movements, even if correctly anticipated,
in the event that (i) the currency exchange rate movement is so generally
anticipated that the Fund is not able to enter into a hedging transaction at an
effective price, or (ii) the currency exchange rate movement relates to a market
with respect to which Currency Instruments are not available or in which their
availability is limited (such as certain emerging markets) and it is not
possible to engage in effective foreign currency hedging.
RISK FACTORS IN OPTIONS, FUTURES, AND CURRENCY INSTRUMENTS
Use of Strategic Instruments for hedging purposes involves the risk of
imperfect correlation in movements in the value of the Strategic Instruments and
the value of the instruments being hedged. If the value of the Strategic
Instruments moves more or less than the value of the hedged instruments, the
Fund will experience a gain or loss that will not be completely offset by
movements in the value of the hedged instruments.
The Fund intends to enter into transactions involving Strategic Instruments
only if there appears to be a liquid secondary market for such instruments or,
in the case of illiquid instruments traded in OTC transactions, such instruments
satisfy the criteria set forth below under "Additional Risk Factors of OTC
Transactions; Limitations on the Use of OTC Strategic Instruments." However,
there can be no assurance that, at any specific time, either a liquid secondary
market will exist for a Strategic Instrument or the Fund will otherwise be able
to sell such instrument at an acceptable price. Therefore, it may not be
possible to close a position in a Strategic Instrument without incurring
substantial losses, if at all.
Certain transactions in Strategic Instruments (e.g., forward foreign
exchange transactions, futures transactions, sales of put options) may expose
the Fund to potential losses that exceed the amount originally invested by the
Fund in such instruments. When the Fund engages in such a transaction, the Fund
will deposit in a segregated account at its custodian liquid securities with a
value at least equal to the Fund's exposure, on a mark-to-market basis, to the
transaction (as calculated pursuant to requirements of the Commission). Such
segregation will ensure that the Fund has assets available to satisfy its
obligations with respect to the transactions, but will not limit the Fund's
exposure to loss.
ADDITIONAL RISK FACTORS OF OTC TRANSACTIONS; LIMITATIONS ON THE USE OF OTC
STRATEGIC INSTRUMENTS
Certain Strategic Instruments traded in OTC markets, including indexed
securities, swaps and OTC options, may be substantially less liquid than other
instruments in which the Fund may invest. The absence of liquidity may make it
difficult or impossible for the Fund to sell such instruments promptly at an
acceptable price. The absence of liquidity may also make it more difficult for
the Fund to ascertain a market value for such instruments. The Fund will
therefore acquire illiquid OTC instruments (i) if the agreement pursuant to
which the instrument is purchased contains a formula price at which the
instrument may be terminated or sold, or (ii) for which the Investment Adviser
anticipates the Fund can receive on each business day at least two independent
bids or offers, unless a quotation from only one dealer is available, in which
case that dealer's quotation may be used.
The staff of the Commission has taken the position that purchased OTC
options and the assets underlying written OTC options are illiquid securities.
The Fund has therefore adopted an investment policy pursuant to which the Fund
will not purchase or sell OTC options (including OTC options on futures
contracts) if, as a result of such transactions, the sum of the market value of
OTC options currently outstanding that are held by the Fund, the market value of
the securities underlying OTC call options currently outstanding that have been
sold by the Fund and margin deposits on the Fund's outstanding OTC options
exceeds 15% of the net assets of the Fund, taken at market value, together with
all other assets of the Fund that are deemed to be illiquid or are otherwise not
readily marketable. However, if an OTC option is sold by the Fund to a dealer in
U.S. government securities recognized as a "primary dealer" by the Federal
Reserve Bank of New York and the Fund has the unconditional contractual right to
repurchase such OTC option at a predetermined price, then the Fund will treat as
illiquid such amount of the underlying securities as equal to the repurchase
price less the amount by which the option is "in-the-money" (i.e., current
market value of the underlying security minus the option's exercise price).
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<PAGE> 78
Because Strategic Instruments traded in OTC markets are not guaranteed by
an exchange or clearing corporation and generally do not require payment of
margin, to the extent that the Fund has unrealized gains in such instruments or
has deposited collateral with its counterparty, the Fund is at risk that its
counterparty will become bankrupt or otherwise fail to honor its obligations.
The Fund will attempt to minimize the risk that a counterparty will default by
engaging in transactions in Strategic Instruments traded in OTC markets only
with financial institutions that have a credit rating of AA- or better from
Standard & Poor's, or Aa3 or better from Moody's, or AA or better of Fitch.
ADDITIONAL LIMITATIONS ON THE USE OF STRATEGIC INSTRUMENTS
The Fund may not use any Strategic Instrument to gain exposure to an asset
or class of assets that it would be prohibited by its investment restrictions
from purchasing directly.
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<PAGE> 79
APPENDIX B
RATINGS OF FIXED INCOME SECURITIES
DESCRIPTION OF MOODY'S INVESTORS SERVICES, INC.'S CORPORATE DEBT RATINGS
<TABLE>
<S> <C>
Aaa Bonds that are rated Aaa are judged to be of the best
quality. They carry the smallest degree of investment risk
and are generally referred to as "gilt edge." Interest
payments are protected by a large or by an exceptionally
stable margin and principal is secure. While the various
protective elements are likely to change, such changes as
can be visualized are most unlikely to impair the
fundamentally strong position of such issues.
Aa Bonds that are rated Aa are judged to be of high quality by
all standards. Together with the Aaa group they comprise
what are generally known as high grade bonds. They are rated
lower than the best bonds because margins of protection may
not be as large as in Aaa securities or fluctuation of
protective elements may be of greater amplitude or there may
be other elements present that make the long-term risks
appear somewhat larger than in Aaa securities.
A Bonds that are rated A possess many favorable investment
attributes and are to be considered as upper medium grade
obligations. Factors giving security to principal and
interest are considered adequate, but elements may be
present that suggest a susceptibility to impairment sometime
in the future.
Baa Bonds that are rated Baa are considered as medium grade
obligations; i.e., they are neither highly protected nor
poorly secured. Interest payments and principal security
appear adequate for the present but certain protective
elements may be lacking or may be characteristically
unreliable over any great length of time. Such bonds lack
outstanding investment characteristics and in fact have
speculative characteristics as well.
Ba Bonds that are rated Ba are judged to have speculative
elements; their future cannot be considered as well assured.
Often the protection of interest and principal payments may
be very moderate, and therefore not well safeguarded during
both good and bad times over the future. Uncertainty of
position characterizes bonds in this class.
B Bonds that are rated B generally lack characteristics of
desirable investments. Assurance of interest and principal
payments or of maintenance of other terms of the contract
over any long period of time may be small.
Caa Bonds that are rated Caa are of poor standing. Such issues
may be in default or there may be present elements of danger
with respect to principal or interest.
Ca Bonds that are rated Ca represent obligations that are
speculative in a high degree. Such issues are often in
default or have other marked shortcomings.
C Bonds that are rated C are the lowest rated bonds, and
issues so rated can be regarded as having extremely poor
prospects of ever attaining any real investment standing.
</TABLE>
Note: Moody's may apply numerical modifiers 1, 2 and 3 in each generic
classification from Aa through B in its corporate bond rating system. The
modifier 1 indicates that the security ranks in the higher end of its generic
rating category; the modifier 2 indicates a mid-range ranking, and the modifier
3 indicates that the issue ranks in the lower end of its generic category.
DESCRIPTION OF MOODY'S COMMERCIAL PAPER RATINGS
The term "commercial paper" as used by Moody's means promissory obligations
not having an original maturity in excess of nine months. Moody's makes no
representations as to whether such commercial paper is by any other definition
"commercial paper" or is exempt from registration under the Securities Act, as
amended.
Moody's commercial paper ratings are opinions of the ability of issuers to
repay punctually promissory obligations not having an original maturity in
excess of nine months. Moody's makes no representation that such obligations are
exempt from registration under the Securities Act, nor does it represent that
any specific
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note is a valid obligation of a rated issuer or issued in conformity with any
applicable law. Moody's employs the following three designations, all judged to
be investment grade, to indicate the relative repayment capacity of rated
issuers:
Issuers rated Prime-1 (or related supporting institutions) have a
superior capacity for repayment of short-term promissory obligations.
Prime-1 repayment capacity will normally be evidenced by the following
characteristics:
- Leading market positions in well-established industries
- High rates of return on funds employed
- Conservative capitalization structures with moderate reliance on
debt and ample asset protection
- Broad margins in earnings coverage of fixed financial charges and
higher internal cash generation
- Well established access to a range of financial markets and assured
sources of alternate liquidity
Issuers rated Prime-2 (or related supporting institutions) have a
strong capacity for repayment of short-term promissory obligations. This
will normally be evidenced by many of the characteristics cited above but
to a lesser degree. Earnings trends and coverage ratios, while sound, will
be more subject to variation. Capitalization characteristics, while still
appropriate, may be more affected by external conditions. Ample alternate
liquidity is maintained.
Issuers rated Prime-3 (or related supporting institutions) have an
acceptable capacity for repayment of short-term promissory obligations. The
effect of industry characteristics and market composition may be more
pronounced. Variability in earnings and profitability may result in changes
in level of debt protection measurements and the requirement for relatively
high financial leverage. Adequate alternative liquidity is maintained.
Issuers rated Not Prime do not fall within any of the Prime rating
categories.
If an issuer represents to Moody's that its commercial paper obligations
are supported by the credit of another entity or entities, then the name or
names of such supporting entity or entities are listed within parentheses
beneath the name of the issuer, or there is a footnote referring the reader to
another page for the name or names of the supporting entity or entities. In
assigning ratings to such issuers, Moody's evaluates the financial strength of
the indicated affiliated corporations, commercial banks, insurance companies,
foreign governments or other entities, but only as one factor in the total
rating assessment. Moody's makes no representation and gives no opinion on the
legal validity or enforceability of any support arrangement. You are cautioned
to review with your counsel any questions regarding particular support
arrangements.
DESCRIPTION OF MOODY'S PREFERRED STOCK RATINGS
Because of the fundamental differences between preferred stocks and bonds,
a variation of the bond rating symbols is being used in the quality ranking of
preferred stocks. The symbols, presented below, are designed to avoid comparison
with bond quality in absolute terms. It should always be borne in mind that
preferred stocks occupy a junior position to bonds within a particular capital
structure and that these securities are rated within the universe of preferred
stocks.
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<PAGE> 81
Preferred stock rating symbols and their definitions are as follows:
<TABLE>
<S> <C>
aaa An issue that is rated "aaa" is considered to be a
top-quality preferred stock. This rating indicates good
asset protection and the least risk of dividend impairment
within the universe of preferred stocks.
aa An issue that is rated "aa" is considered a high-grade
preferred stock. This rating indicates that there is
reasonable assurance that earnings and asset protection will
remain relatively well maintained in the foreseeable future.
a An issue that is rated "a" is considered to be an
upper-medium grade preferred stock. While risks are judged
to be somewhat greater than in the "aaa" and "aa"
classifications, earnings and asset protection are,
nevertheless, expected to be maintained at adequate levels.
baa An issue that is rated "baa" is considered to be medium
grade, neither highly protected nor poorly secured. Earnings
and asset protection appear adequate at present but may be
questionable over any great length of time.
ba An issue that is rated "ba" is considered to have
speculative elements and its future cannot be considered
well assured. Earnings and asset protection may be very
moderate and not well safeguarded during adverse periods.
Uncertainty of position characterizes preferred stocks in
this class.
b An issue that is rated "b" generally lacks the
characteristics of a desirable investment. Assurance of
dividend payments and maintenance of other terms of the
issue over any long period of time may be small.
caa An issue that is rated "caa" is likely to be in arrears on
dividend payments. This rating designation does not purport
to indicate the future status of payments.
ca An issue that is rated "ca" is speculative in a high degree
and is likely to be in arrears on dividends with little
likelihood of eventual payment.
c This is the lowest rated class of preferred or preference
stock. Issues so rated can be regarded as having extremely
poor prospects of ever attaining any real investment
standing.
</TABLE>
Note: Moody's may apply numerical modifiers 1, 2 and 3 in each rating
classification from "aa" through "b" in its preferred stock rating system. The
modifier 1 indicates that the security ranks in the higher end of its generic
rating category; the modifier 2 indicates a mid-range ranking; and the modifier
3 indicates that the issue ranks in the lower end of its generic rating
category.
DESCRIPTION OF STANDARD & POOR'S CORPORATE DEBT RATINGS
A Standard & Poor's corporate or municipal rating is a current assessment
of the creditworthiness of an obligor with respect to a specific obligation.
This assessment may take into consideration obligers such as guarantors,
insurers, or lessees.
The debt rating is not a recommendation to purchase, sell or hold a
security, inasmuch as it does not comment as to market price or suitability for
a particular investor.
The ratings are based on current information furnished by the issuer or
obtained by Standard & Poor's from other sources it considers reliable. Standard
& Poor's does not perform an audit in connection with any rating and may, on
occasion, rely on unaudited financial information. The ratings may be changed,
suspended or withdrawn as a result of changes in, or unavailability of, such
information, or for other reasons.
The ratings are based, in varying degrees, on the following considerations:
(1) likelihood of default-capacity and willingness of the obligor as to the
timely payment of interest and repayment of principal in accordance with the
terms of the obligation; (2) nature of and provisions of the obligation; and (3)
protection
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<PAGE> 82
afforded by, and relative position of, the obligation in the event of
bankruptcy, reorganization or other arrangement under the laws of bankruptcy and
other laws affecting creditors' rights.
<TABLE>
<S> <C>
AAA Debt rated AAA has the highest rating assigned by Standard &
Poor's. Capacity to pay interest and repay principal is
extremely strong.
AA Debt rated AA has a very strong capacity to pay interest and
repay principal and differs from the highest-rated issues
only in small degree.
A Debt rated A has a strong capacity to pay interest and repay
principal although it is somewhat more susceptible to the
adverse effects of changes in circumstances and economic
conditions than debt in higher-rated categories.
BBB Debt rated BBB is regarded as having an adequate capacity to
pay interest and repay principal. Whereas it normally
exhibits adequate protection parameters, adverse economic
conditions or changing circumstances are more likely to lead
to a weakened capacity to pay interest and repay principal
for debt in this category than for debt in higher-rated
categories.
</TABLE>
Debt rated BB, B, CCC and C are regarded as having predominantly
speculative characteristics with respect to capacity to pay interest and repay
principal. BB indicates the least degree of speculation and C the highest degree
of speculation. While such debt will likely have some quality and protective
characteristics, these are outweighed by large uncertainties or major risk
exposures to adverse conditions.
<TABLE>
<S> <C>
BB Debt rated BB has less near-term vulnerability to default
than other speculative grade debt. However, it faces major
ongoing uncertainties or exposure to adverse business,
financial or economic conditions that could lead to
inadequate capacity to meet timely interest and principal
payment. The BB rating category is also used for debt
subordinated to senior debt that is assigned an actual or
implied BBB- rating.
B Debt rated B has a greater vulnerability to default but
presently has the capacity to meet interest payments and
principal repayments. Adverse business, financial or
economic conditions would likely impair capacity or
willingness to pay interest or repay principal. The B rating
category is also used for debt subordinated to senior debt
that is assigned an actual or implied BB or BB- rating.
CCC Debt rated CCC has a current identifiable vulnerability to
default, and is dependent upon favorable business, financial
and economic conditions to meet timely payments of interest
and repayments of principal. In the event of adverse
business, financial or economic conditions, it is not likely
to have the capacity to pay interest and repay principal.
The CCC rating category is also used for debt subordinated
to senior debt that is assigned an actual or implied B or B-
rating.
CC The rating CC is typically applied to debt subordinated to
senior debt that is assigned an actual or implied CCC
rating.
C The rating C is typically applied to debt subordinated to
senior debt that is assigned an actual or implied CCC- debt
rating. The C rating may be used to cover a situation where
a bankruptcy petition has been filed but debt service
payments are continued.
CI The rating CI is reserved for income bonds on which no
interest is being paid.
D Debt rated D is in default. The D rating is assigned on the
day an interest or principal payment is missed. The D rating
also will be used upon the filing of a bankruptcy petition
if debt service payments are jeopardized.
</TABLE>
Plus (+) or minus (-): The ratings from AA to CCC may be modified by the
addition of a plus or minus sign to show relative standing within the major
ratings categories.
Provisional ratings: The letter "p" indicates that the rating is
provisional. A provisional rating assumes the successful completion of the
project being financed by the debt being rated and indicates that payment of
debt service requirements is largely or entirely dependent upon the successful
and timely completion of the project. This rating, however, while addressing
credit quality subsequent to completion of the project, makes no
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<PAGE> 83
comment on the likelihood or risk of default upon failure of such completion.
The investor should exercise judgment with respect to such likelihood and risk.
<TABLE>
<S> <C>
L The letter "L" indicates that the rating pertains to the
principal amount of those bonds to the extent that the
underlying deposit collateral is insured by the Federal
Savings & Loan Insurance Corp. or the Federal Deposit
Insurance Corp. and interest is adequately collateralized.
* Continuance of the rating is contingent upon Standard &
Poor's receipt of an executed copy of the escrow agreement
or closing documentation confirming investments and cash
flows.
NR Indicates that no rating has been requested, that there is
insufficient information on which to base a rating or that
Standard & Poor's does not rate a particular type of
obligation as a matter of policy.
</TABLE>
Debt obligations of issuers outside the United States and its territories
are rated on the same basis as domestic corporate and municipal issues. The
ratings measure the creditworthiness of the obligor but do not take into account
currency exchange and related uncertainties.
BOND INVESTMENT QUALITY STANDARDS: Under present commercial bank
regulations issued by the Comptroller of the Currency, bonds rated in the top
four categories ("AAA," "AA," "A," "BBB," commonly known as "investment grade"
ratings) are generally regarded as eligible for bank investment. In addition,
the laws of various states governing legal investments impose certain rating or
other standards for obligations eligible for investment by savings banks, trust
companies, insurance companies and fiduciaries generally.
DESCRIPTION OF STANDARD & POOR'S COMMERCIAL PAPER RATINGS
A Standard & Poor's commercial paper rating is a current assessment of the
likelihood of timely payment of debt having an original maturity of no more than
365 days. Ratings are graded into four categories, ranging from "A" for the
highest quality obligations to "D" for the lowest. The four categories are as
follows:
<TABLE>
<S> <C>
A Issues assigned this highest rating are regarded as having
the greatest capacity for timely payment. Issues in this
category are delineated with the numbers 1, 2 and 3 to
indicate the relative degree of safety.
A-1 This designation indicates that the degree of safety
regarding timely payment is either overwhelming or very
strong. Those issues determined to possess overwhelming
safety characteristics are denoted with a plus (+) sign
designation.
A-2 Capacity for timely payment on issues with this designation
is strong. However, the relative degree of safety is not as
high as for issues designated "A-1."
A-3 Issues carrying this designation have a satisfactory
capacity for timely payment. They are, however, somewhat
more vulnerable to the adverse effects of changes in
circumstances than obligations carrying the higher
designations.
B Issues rated "B" are regarded as having only adequate
capacity for timely payment. However, such capacity may be
damaged by changing conditions or short-term adversities.
C This rating is assigned to short-term debt obligations with
a doubtful capacity for payment.
D This rating indicates that the issue is either in default or
is expected to be in default upon maturity.
</TABLE>
The commercial paper rating is not a recommendation to purchase or sell a
security. The ratings are based on current information furnished to Standard &
Poor's by the issuer or obtained from other sources it considers reliable. The
ratings may be changed, suspended, or withdrawn as a result of changes in or
unavailability of such information.
DESCRIPTION OF STANDARD & POOR'S PREFERRED STOCK RATINGS
A Standard & Poor's preferred stock rating is an assessment of the capacity
and willingness of an issuer to pay preferred stock dividends and any applicable
sinking fund obligations. A preferred stock rating differs from a bond rating
inasmuch as it is assigned to an equity issue, which issue is intrinsically
different from, and subordinated to, a debt issue. Therefore, to reflect this
difference, the preferred stock rating symbol will
B-5
<PAGE> 84
normally not be higher than the bond rating symbol assigned to, or that would be
assigned to, the senior debt of the same issuer.
The preferred stock ratings are based on the following considerations:
<TABLE>
<S> <C>
I. Likelihood of payment-capacity and willingness of the issuer
to meet the timely payment of preferred stock dividends and
any applicable sinking fund requirements in accordance with
the terms of the obligation.
II. Nature of, and provisions of, the issue.
III. Relative position of the issue in the event of bankruptcy,
reorganization, or other arrangements affecting creditors'
rights.
AAA This is the highest rating that may be assigned by Standard
& Poor's to a preferred stock issue and indicates an
extremely strong capacity to pay the preferred stock
obligations.
AA A preferred stock issue rated "AA" also qualifies as a
high-quality fixed income security. The capacity to pay
preferred stock obligations is very strong, although not as
overwhelming as for issues rated "AAA."
A An issue rated "A" is backed by a sound capacity to pay the
preferred stock obligations, although it is somewhat more
susceptible to the adverse effects of changes in
circumstances and economic conditions.
BBB An issue rated "BBB" is regarded as backed by an adequate
capacity to pay the preferred stock obligations. Whereas it
normally exhibits adequate protection parameters, adverse
economic conditions or changing circumstances are more
likely to lead to a weakened capacity to make payments for a
preferred stock in this category than for issues in the "A"
category.
BB, Preferred stock rated "BB," "B," and "CCC" are regarded, on
B, balance, as predominantly speculative with respect to the
CCC issuer's capacity to pay preferred stock obligations. "BB"
indicates the lowest degree of speculation and "CCC" the
highest degree of speculation. While such issues will likely
have some quality and protection characteristics, these are
outweighed by large uncertainties or major risk exposures to
adverse conditions.
CC The rating "CC" is reserved for a preferred stock issue in
arrears on dividends or sinking fund payments but that is
currently paying.
C A preferred stock rated "C" is a non-paying issue.
D A preferred stock rated "D" is a non-paying issue in default
on debt instruments.
</TABLE>
NR indicates that no rating has been requested, that there is insufficient
information on which to base a rating, or that S&P does not rate a particular
type of obligation as a matter of policy.
PLUS (+) or MINUS (-): To provide more detailed indications of preferred
stock quality, the ratings from "AA" to "CCC" may be modified by the addition of
a plus or minus sign to show relative standing within the major rating
categories.
The preferred stock ratings are not a recommendation to purchase or sell a
security, inasmuch as market price is not considered in arriving at the rating.
Preferred stock ratings are wholly unrelated to Standard & Poor's earnings and
dividend rankings for common stocks.
The ratings are based on current information furnished to Standard & Poor's
by the issuer, and obtained by Standard & Poor's from other sources it considers
reliable. The ratings may be changed, suspended, or withdrawn as a result of
changes in, or unavailability of, such information.
DESCRIPTION OF FITCH INVESTORS SERVICE, INC.'S ("FITCH") INVESTMENT GRADE BOND
RATINGS
Fitch investment grade bond ratings provide a guide to investors in
determining the credit risk associated with a particular security. The ratings
represent Fitch's assessment of the issuer's ability to meet the obligations of
a specific debt issue or class of debt in a timely manner.
B-6
<PAGE> 85
The rating takes into consideration special features of the issue, its
relationship to other obligations of the issuer, the current and prospective
financial condition and operating performance of the issuer and of any
guarantor, as well as the economic and political environment that might affect
the issuer's future financial strength and credit quality.
Fitch ratings do not reflect any credit enhancement that may be provided by
insurance policies or financial guaranties unless otherwise indicated.
Bonds carrying the same rating are of similar but not necessarily identical
credit quality since the rating categories do not fully reflect small
differences in the degrees of credit risk.
Fitch ratings are not recommendations to buy, sell, or hold any security.
Ratings do not comment on the adequacy of market price, the suitability of any
security for a particular investor, or the tax-exempt nature or taxability of
payments made in respect of any security.
Fitch ratings are based on information obtained from issuers, other
obligors, underwriters, their experts, and other sources Fitch believes to be
reliable. Fitch does not audit or verify the truth or accuracy of such
information. Ratings may be changed, suspended, or withdrawn as a result of
changes in, or the unavailability of, information or for other reasons.
<TABLE>
<S> <C>
AAA Bonds considered to be investment grade and of the highest
credit quality. The obligor has an exceptionally strong
ability to pay interest and repay principal, which is
unlikely to be affected by reasonably foreseeable events.
AA Bonds considered to be investment grade and of very high
credit quality. The obligor's ability to pay interest and
repay principal is very strong, although not quite as strong
as bonds rated "AAA." Because bonds rated in the "AAA" and
"AA" categories are not significantly vulnerable to
foreseeable future developments, short-term debt of these
issuers is generally rated "F-1+."
A Bonds considered to be investment grade and of satisfactory
credit quality. The obligor's ability to pay interest and
repay principal is considered to be strong, but may be more
vulnerable to adverse changes in economic conditions and
circumstances than bonds with higher ratings.
BBB Bonds considered to be investment grade and of satisfactory
credit quality. The obligor's ability to pay interest and
repay principal is considered to be adequate. Adverse
changes in economic conditions and circumstances, however,
are more likely to have adverse impact on these bonds, and
therefore, impair timely payment. The likelihood that the
ratings of these bonds will fall below investment grade is
higher than for bonds with higher ratings.
</TABLE>
PLUS (+) or MINUS (-): Plus and minus signs are used with a rating symbol
to indicate the relative position of a credit within the rating category. Plus
and minus signs, however, are not used in the "AAA" category.
<TABLE>
<S> <C>
NR Indicates that Fitch does not rate the specific issue.
Conditional A conditional rating is premised on the successful
completion of a project or the occurrence of a specific
event.
Suspended A rating is suspended when Fitch deems the amount of
information available from the issuer to be inadequate for
rating purposes.
Withdrawn A rating will be withdrawn when an issue matures or is
called or refinanced and, at Fitch's discretion, when an
issuer fails to furnish proper and timely information.
FitchAlert Ratings are placed on FitchAlert to notify investors of an
occurrence that is likely to result in a rating change and
the likely direction of such change. These are designated as
"Positive" indicating a potential upgrade, "Negative," for
potential downgrade, or "Evolving," where ratings may be
raised or lowered. FitchAlert is relatively short-term, and
should be resolved within 12 months.
</TABLE>
B-7
<PAGE> 86
Ratings Outlook: An outlook is used to describe the most likely direction
of any rating change over the intermediate term. It is described as "Positive"
or "Negative." The absence of a designation indicates a stable outlook.
DESCRIPTION OF FITCH SPECULATIVE GRADE BOND RATINGS
Fitch speculative grade bond ratings provide a guide to investors in
determining the credit risk associated with a particular security. The ratings
("BB" to "C") represent Fitch's assessment of the likelihood of timely payment
of principal and interest in accordance with the terms of obligation for bond
issues not in default. For defaulted bonds, the rating ("DDD" to "D") is an
assessment of the ultimate recovery value through reorganization or liquidation.
The rating takes into consideration special features of the issue, its
relationship to other obligations of the issuer, the current and prospective
financial condition and operating performance of the issuer and any guarantor,
as well as the economic and political environment that might affect the issuer's
future financial strength.
Bonds that have the same rating are of similar but not necessarily
identical credit quality since rating categories cannot fully reflect the
differences in degrees of credit risk.
<TABLE>
<S> <C>
BB Bonds are considered speculative. The obligor's ability to
pay interest and repay principal may be affected over time
by adverse economic changes. However, business and financial
alternatives can be identified which could assist the
obligor in satisfying its debt service requirements.
B Bonds are considered highly speculative. While bonds in this
class are currently meeting debt service requirements, the
probability of continued timely payment of principal and
interest reflects the obligor's limited margin of safety and
the need for reasonable business and economic activity
throughout the life of the issue.
CCC Bonds have certain identifiable characteristics which, if
not remedied, may lead to default. The ability to meet
obligations requires an advantageous business and economic
environment.
CC Bonds are minimally protected. Default in payment of
interest and/or principal seems probable over time.
C Bonds are in imminent default in payment of interest or
principal.
DDD Bonds are in default on interest and/or principal payments.
DD Such bonds are extremely speculative and should be valued on
D the basis of their ultimate recovery value in liquidation or
reorganization of the obligor. "DDD" represents the highest
potential for recovery on these bonds, and "D" represents
the lowest potential for recovery.
</TABLE>
PLUS (+) or MINUS (-): Plus and minus signs are used with a rating symbol
to indicate the relative position of a credit within the rating category. Plus
and minus signs, however, are not used in the "DDD," "DD," or "D" categories.
DESCRIPTION OF FITCH INVESTMENT GRADE SHORT-TERM RATINGS
Fitch's short-term ratings apply to debt obligations that are payable on
demand or have original maturities of generally up to three years, including
commercial paper, certificates of deposit, medium-term notes, and municipal and
investment notes.
The short-term rating places greater emphasis than a long-term rating on
the existence of liquidity necessary to meet the issuer's obligations in a
timely manner.
Fitch short-term ratings are as follows:
<TABLE>
<S> <C>
F-1+ Exceptionally Strong Credit Quality. Issues assigned this
rating are regarded as having the strongest degree of
assurance for timely payment.
F-1 Very Strong Credit Quality. Issues assigned this rating
reflect an assurance of timely payment only slightly less in
degree than issues rated "F-1+."
</TABLE>
B-8
<PAGE> 87
<TABLE>
<S> <C>
F-2 Good Credit Quality. Issues assigned this rating have a
satisfactory degree of assurance for timely payment, but the
margin of safety is not as great as for issues assigned
"F-1+" and "F-1" ratings.
F-3 Fair Credit Quality. Issues assigned this rating have
characteristics suggesting that the degree of assurance for
timely payment is adequate, however, near-term adverse
changes could cause these securities to be rated below
investment grade.
F-S Weak Credit Quality. Issues assigned this rating have
characteristics suggesting a minimal degree of assurance for
timely payment and are vulnerable to near-term adverse
changes in financial and economic conditions.
D Default. Issues assigned this rating are in actual or
imminent payment default.
LOC The symbol "LOC" indicates that the rating is based on a
letter of credit issued by a commercial bank.
</TABLE>
B-9
<PAGE> 88
CODE # 19041-1298
(C) Mercury Asset Management International Ltd.
<PAGE> 89
PART C. OTHER INFORMATION
ITEM 23. EXHIBITS:
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
- -------
<C> <S>
1(a) -- Articles of Incorporation of Registrant.(1)
1(b) -- Amended Articles of Incorporation of Registrant.(1)
1(c) -- Articles of Amendment of Registrant.(1)
1(d) -- Articles of Amendment of Registrant.
2(a) -- By-Laws of Registrant.(1)
2(b) -- Amended and Restated By-Laws of Registrant.(1)
3 -- Instrument Defining Rights of Shareholders. Incorporated
by reference to Exhibits 1 and 2 above.
4 -- Not Applicable.
5(a) -- Class I Distribution Agreement between Registrant and
Mercury Funds Distributor, a division of Princeton Funds
Distributor, Inc.
5(b) -- Class A Distribution Agreement between Registrant and
Mercury Funds Distributor, a division of Princeton Funds
Distributor, Inc.
5(c) -- Class B Distribution Agreement between Registrant and
Mercury Funds Distributor, a division of Princeton Funds
Distributor, Inc.
5(d) -- Class C Distribution Agreement between Registrant and
Mercury Funds Distributor, a division of Princeton Funds
Distributor, Inc.
6 -- None.
7 -- Custody Agreement between Registrant and Brown Brothers
Harriman & Co.
8(a) -- Administration Agreement between Registrant and Mercury
Asset Management International Ltd.
8(b) -- Transfer Agency, Dividend Disbursing Agency and
Shareholder Servicing Agency Agreement between Registrant
and Financial Data Services, Inc.
8(c) -- License Agreement relating to Use of Name among Mercury
Asset Management International Ltd., Mercury Asset
Management Group Ltd. and Mercury Funds Distributor, a
division of Princeton Funds Distributor, Inc.(1)
8(d) -- License Agreement relating to Use of Name among Mercury
Asset Management International Ltd., Mercury Asset
Management Group Ltd. and Registrant.(1)
9 -- Opinion and consent of Swidler Berlin Shereff Friedman,
LLP, counsel for Registrant.
10 -- Consent of Deloitte & Touche, LLP, independent auditors
for the Registrant.
11 -- None.
12 -- Certificate of Mercury Asset Management International
Ltd.
13(a) -- Class A Distribution Plan and Class A Plan Sub-Agreement.
13(b) -- Class B Distribution Plan and Class B Plan Sub-Agreement.
13(c) -- Class C Distribution Plan and Class C Plan Sub-Agreement.
14 -- Not Applicable.
15(a) -- Rule 18f-3 Plan.(1)
15(b) -- Powers of Attorney for Officers, Directors and Trustees.
</TABLE>
- ---------------
(1) Incorporated by reference to identically numbered exhibit to Registrant's
initial Registration Statement on Form N-1A (File No. 333-66481).
ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT.
The Registrant has sold shares of its series, Mercury U.S. Large Cap Fund
to Mercury Asset Management International Ltd. ("Mercury International"). Prior
to the effective date of this Registration Statement, Mercury Asset Management
Master Trust will also sell interests of its series, Mercury Master U.S. Large
Cap Portfolio to Registrant. Therefore, the Mercury Master U.S. Large Cap
Portfolio of Mercury Asset Management Master Trust will be under control by and
under common control with the Registrant.
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<PAGE> 90
ITEM 25. INDEMNIFICATION.
Reference is made to Article V of Registrant's Articles of Incorporation,
Article VI of Registrant's By-Laws and Section 2-418 of the Maryland General
Corporation Law.
Article VI of the By-Laws provides that each officer and Director of the
Registrant shall be indemnified by the Registrant to the full extent permitted
under the Maryland General Corporation Law, except that such indemnity shall not
protect any such person against any liability to the Registrant or any
stockholder thereof to which such person would otherwise be subject by reason of
willful misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of his office. Absent a court determination that
an officer or director seeking indemnification was not liable on the merits or
guilty of willful misfeasance, bad faith, gross negligence or reckless disregard
of the duties involved in the conduct of his office, the decision by the
Registrant to indemnify such person must be based upon the reasonable
determination by special legal counsel in a written opinion or the vote of a
quorum of the Directors who are neither "interested persons," as defined in
Section 2(a)(19) of the Investment Company Act of 1940, as amended, nor parties
to the proceeding ("non-party independent Directors"), after review of the
facts, that such officer or Director is not guilty of willful misfeasance, bad
faith, gross negligence or reckless disregard of the duties involved in the
conduct of his office.
Each officer and Director of the Registrant claiming indemnification within
the scope of Article VI of the By-Laws shall be entitled to advances from the
Registrant for payment of the reasonable expenses incurred by him in connection
with proceedings to which he is a party in the manner and to the full extent
permitted under the Maryland General Corporation Law without a preliminary
determination as to his or her ultimate entitlement to indemnification (except
as set forth below); provided, however, that the person seeking indemnification
shall provide to the Registrant a written affirmation of his good faith belief
that the standard of conduct necessary for indemnification by the Registrant has
been met and a written undertaking to repay any such advance, if it should
ultimately be determined that the standard of conduct has not been met, and
provided further that at least one of the following additional conditions is
met: (a) the person seeking indemnification shall provide a security in form and
amount acceptable to the Registrant for his undertaking; (b) the Registrant is
insured against losses arising by reason of the advance; (c) a majority of a
quorum of non-party independent Directors, or independent legal counsel in a
written opinion, shall determine, based on a review of facts readily available
to the Registrant at the time the advance is proposed to be made, that there is
reason to believe that the person seeking indemnification will ultimately be
found to be entitled to indemnification.
The Registrant may purchase insurance on behalf of an officer or director
protecting such person to the full extent permitted under the General Laws of
the State of Maryland, from liability arising from his activities as officer or
Director of the Registrant. The Registrant, however, may not purchase insurance
on behalf of any officer or Director of the Registrant that protects or purports
to protect such person from liability to the Registrant or to its stockholders
to which such officer or director would otherwise be subject by reason of
willful misfeasance, bad faith, gross negligence, or reckless disregard of the
duties involved in the conduct of his office.
The Registrant may indemnify, make advances or purchase insurance to the
extent provided in Article VI of the By-Laws on behalf of an employee or agent
who is not an officer or Director of the Registrant.
In Section 9 of the Distribution Agreement relating to the securities being
offered hereby, the Registrant agrees to indemnify the Distributor and each
person, if any, who controls the Distributor within the meaning of the
Securities Act of 1933, as amended (the "Act"), against certain types of civil
liabilities arising in connection with the Registration Statement or Prospectus
and Statement of Additional Information.
Insofar as indemnification for liabilities arising under the Act may be
permitted to Directors, officers and controlling persons of the Registrant and
the principal underwriter pursuant to the foregoing provisions or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of
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<PAGE> 91
expenses incurred or paid by a Director, officer, or controlling person of the
Registrant and the principal underwriter in connection with the successful
defense of any action, suit or proceeding) is asserted by such Director, officer
or controlling person or the principal underwriter in connection with the shares
being registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
ITEM 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER.
Set forth below is a list of each executive officer and partner of the
adviser indicating each business, profession, vocation or employment of a
substantial nature in which each such person or entity has been engaged since
September, 1996 for his own account or in the capacity of director, officer,
partner or trustee.
<TABLE>
<CAPTION>
OTHER SUBSTANTIAL BUSINESS,
NAME POSITIONS WITH ADVISER PROFESSION, VOCATION OR EMPLOYMENT
---- ---------------------- ----------------------------------
<S> <C> <C>
Peter John Gibbs.......................... Chairman Director of Mercury Asset
Management Ltd.; and Director of
Mercury Asset Management
International Channel Islands Ltd.
Carol Consuelo Brooke..................... Deputy Chairman Director of Mercury Asset
Management Ltd.
David Morris Fitzgerald Scott............. Director Director of Corporation of St.
Lawrence College
Helen Margaret Perkins.................... Secretary None
John Eric Nelson.......................... Director None
Steve Warner Golann....................... Director None
</TABLE>
Set forth below is a list of the name and principal business address of any
company for which a person listed above serves in the capacity of director,
officer, employee, partner or trustee. The address of each, unless otherwise
stated is 33 King William Street, London, England EC4R 9AS.
Mrs. Brooke also serves as director of the following companies:
Munich London Investment Management Ltd.; Benenden School (Kent) Ltd.,
Cranbrook Kent, TN17 4AA; and Mercury Asset Management Pension Trustee Co. Ltd.
Mr. Gibbs also serves as director of Mercury Asset Management Limited
(Australia).
Mrs. Perkins also serves as officer of the following companies:
Grosvenor Alternate Partner Limited; Grosvenor General Partner Limited;
Grosvenor Ventures Limited; Grosvenor Venture Investment Advisers Limited;
Mercury Asset Management Finance Ltd.; Mercury Asset Management Group Ltd;
Mercury Asset Management Group Services Ltd; Mercury Asset Management No. 1
Limited; Mercury Asset Management Pension Trustee Co. Ltd.; Mercury Executor &
Trustee Co. Ltd.; Mercury (Finance) Ltd; Mercury Fund Investment Advisers
Limited; Mercury Financial Services Ltd.; Mercury Investment Management Limited;
Mercury Investment Services Ltd.; Mercury Investment Trust Investment Advisers
Ltd.; Mercury Life Assurance Company Ltd; Mercury Life Limited; Mercury Life
Nominees Ltd.; Mercury Private Equity Holdings Ltd; Mercury Rowan Mullens Ltd.;
Munich London Investment Management Ltd.; Mercury Private Equity MUST 3 Limited;
Seligman Trust Limited; Third Grosvenor Limited; and Wimco Nominees Ltd.
Set forth below is a list of each executive officer and director of Fund
Asset Management, L.P. ("FAM") indicating each business, profession, vocation or
employment of a substantial nature in which each such person
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<PAGE> 92
has been engaged since September, 1996 for his own account or in the capacity of
director, officer, partner or trustee.
<TABLE>
<CAPTION>
OTHER SUBSTANTIAL BUSINESS,
NAME POSITIONS WITH FAM PROFESSION, VOCATION OR EMPLOYMENT
---- --------------------- ---------------------------------------
<S> <C> <C>
ML & Co............................. Limited Partner Financial Services Holding Company;
Limited Partner of Merrill Lynch Asset
Management, L.P. ("MLAM")
Fund Asset Management, Inc.......... Limited Partner Investment Advisory Service
Princeton Services.................. General Partner General Partner of MLAM
Arthur Zeikel....................... Chairman Chairman of MLAM; President of MLAM and
FAM from 1977 to 1997; Chairman and
Director of Princeton Services;
President of Princeton Services from
1993 to 1997; Executive Vice President
of Merrill Lynch & Co., Inc. ("ML &
Co.")
Jeffrey M. Peek..................... President President of MLAM; President and
Director of Princeton Services;
Executive Vice President of ML & Co.
Terry K. Glenn...................... Executive Vice Executive Vice President of MLAM;
President Executive Vice President and Director
of Princeton Services; President and
Director of Princeton Funds
Distributor, Inc.; Director of FDS;
President of Princeton Administrators,
L.P.
Linda L. Federici................... Senior Vice President Senior Vice President of MLAM; Senior
Vice President of Princeton Services
Vincent R. Giordano................. Senior Vice President Senior Vice President of MLAM; Senior
Vice President of Princeton Services
Elizabeth A. Griffin................ Senior Vice President Senior Vice President of MLAM; Senior
Vice President of Princeton Services
Norman R. Harvey.................... Senior Vice President Senior Vice President of MLAM; Senior
Vice President of Princeton Services
Michael J. Hennewinkel.............. Senior Vice Senior Vice President, Secretary and
President, Secretary General Counsel of MLAM; Senior Vice
and General Counsel President of Princeton Services
Philip L. Kirstein.................. Senior Vice President Senior Vice President of MLAM; Senior
Vice President, General Counsel,
Director and Secretary of Princeton
Services
</TABLE>
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<PAGE> 93
<TABLE>
<CAPTION>
OTHER SUBSTANTIAL BUSINESS,
NAME POSITIONS WITH FAM PROFESSION, VOCATION OR EMPLOYMENT
---- --------------------- ---------------------------------------
<S> <C> <C>
Ronald M. Kloss..................... Senior Vice President Senior Vice President of MLAM; Senior
Vice President of Princeton Services
Debra W. Landsman-Yaros............. Senior Vice President Senior Vice President of MLAM; Senior
Vice President of Princeton Services;
Vice President of Princeton Funds
Distributor, Inc.
Stephen M.M. Miller................. Senior Vice President Executive Vice President of Princeton
Administrators; Senior Vice President
of Princeton Services
Joseph T. Monagle, Jr. ............. Senior Vice President Senior Vice President of MLAM; Senior
Vice President of Princeton Services
Michael L. Quinn.................... Senior Vice President Senior Vice President of MLAM; Senior
Vice President of Princeton Services;
Managing Director and First Vice
President of Merrill Lynch, Pierce,
Fenner & Smith Incorporated from 1989
to 1995
Brian A. Murdock.................... Senior Vice President Senior Vice President of MLAM; Senior
Vice President of Princeton Services;
Director of Princeton Funds
Distributor, Inc.
Gerald M. Richard................... Senior Vice President Senior Vice President and Treasurer of
and Treasurer MLAM; Senior Vice President and
Treasurer of Princeton Services; Vice
President and Treasurer of Princeton
Funds Distributor, Inc.
Gregory D. Upah..................... Senior Vice President Senior Vice President of MLAM; Senior
Vice President of Princeton Services
Ronald L. Welburn................... Senior Vice President Senior Vice President of MLAM; Senior
Vice President of Princeton Services
</TABLE>
Mr. Zeikel is President, Mr. Glenn is Executive Vice President and Mr.
Richard is Treasurer of all or substantially all of the investment companies
described in the following two paragraphs. Mr. Zeikel is a director of
substantially all such companies, and Mr. Glenn is an officer of such companies.
Messrs. Giordano, Harvey, Kirstein, and Monagle are officers of one or more of
such companies.
FAM, located at P.O. Box 9011, Princeton, New Jersey 08543-9011, an
affiliate of the Investment Adviser, acts as the investment adviser for the
following open-end registered investment companies: CBA Money Fund, CMA
Government Securities Fund, CMA Money Fund, CMA Multi-State Municipal Series
Trust, CMA Tax-Exempt Fund, CMA Treasury Fund, The Corporate Fund Accumulation
Program, Inc., Financial Institutions Series Trust, Merrill Lynch Basic Value
Fund, Inc., Merrill Lynch California Municipal Series Trust, Merrill Lynch
Corporate Bond Fund, Inc., Merrill Lynch Corporate High Yield Fund, Inc.,
Merrill Lynch Emerging Tigers Fund, Inc., Merrill Lynch Federal Securities
Trust, Merrill Lynch Funds for Institutions Series, Merrill Lynch Multi-State
Limited Maturity Municipal Series Trust, Merrill Lynch Multi-State Municipal
Series Trust, Merrill Lynch Municipal Bond Fund, Inc., Merrill Lynch Phoenix
Fund,
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<PAGE> 94
Inc., Merrill Lynch Special Value Fund, Inc., Merrill Lynch World Income Fund,
Inc. and The Municipal Fund Accumulation Program, Inc.; and the following
closed-end investment companies: Apex Municipal Fund, Inc., Corporate High Yield
Fund, Inc., Corporate High Yield Fund II, Inc., Corporate High Yield Fund III,
Inc., Debt Strategies Fund, Inc., Debt Strategies Fund II, Inc., Debt Strategies
Fund III, Inc., Income Opportunities Fund 1999, Inc., Income Opportunities Fund
2000, Inc., Merrill Lynch Municipal Strategy Fund, Inc., MuniAssets Fund, Inc.,
MuniEnhanced Fund, Inc., MuniHoldings Fund, Inc., MuniHoldings Fund II, Inc.,
MuniHoldings Insured Fund Inc., MuniHoldings California Insured Fund, Inc.,
MuniHoldings California Insured Fund II, Inc., MuniHoldings California Insured
Fund III, Inc., MuniHoldings New York Insured Fund, Inc., MuniHoldings New York
Insured Fund II, Inc., MuniHoldings New York Fund, Inc., MuniHoldings Florida
Insured Fund, MuniHoldings Florida Insured Fund II, MuniHoldings Florida Insured
Fund III, MuniHoldings New Jersey Insured Fund, Inc., MuniHoldings New Jersey
Insured Fund II, Inc., MuniInsured Fund, Inc., MuniVest Fund, Inc., MuniVest
Fund II, Inc., MuniVest Florida Fund, MuniVest Michigan Insured Fund, Inc.,
MuniVest New Jersey Fund, Inc., MuniVest Pennsylvania Insured Fund, MuniYield
Arizona Fund, Inc., MuniYield California Fund, Inc., MuniYield California
Insured Fund, Inc., MuniYield California Insured Fund II, Inc., MuniYield
Florida Fund, MuniYield Florida Insured Fund, MuniYield Fund, Inc., MuniYield
Insured Fund, Inc., MuniYield Michigan Fund, Inc., MuniYield Michigan Insured
Fund, Inc., MuniYield New Jersey Fund, Inc., MuniYield New Jersey Insured Fund,
Inc., MuniYield New York Insured Fund, Inc., MuniYield New York Insured Fund II,
Inc., MuniYield Pennsylvania Fund, MuniYield Quality Fund, Inc., MuniYield
Quality Fund II, Inc., Senior High Income Portfolio, Inc., and Worldwide
DollarVest Fund, Inc.
MLAM, located at P.O. Box 9011, Princeton, New Jersey 08543-9011, acts as
investment adviser for the following open-end registered investment companies:
Merrill Lynch Adjustable Rate Securities Fund, Inc., Merrill Lynch Americas
Income Fund, Inc., Merrill Lynch Asset Builder Program, Inc., Merrill Lynch
Asset Growth Fund, Inc., Merrill Lynch Asset Income Fund, Inc., Merrill Lynch
Capital Fund, Inc., Merrill Lynch Convertible Fund, Inc., Merrill Lynch
Developing Capital Markets Fund, Inc., Merrill Lynch Dragon Fund, Inc., Merrill
Lynch EuroFund, Merrill Lynch Fundamental Growth Fund, Inc., Merrill Lynch
Global Allocation Fund, Inc., Merrill Lynch Global Bond Fund for Investment and
Retirement, Merrill Lynch Global Growth Fund, Inc., Merrill Lynch Global
Holdings, Inc., Merrill Lynch Global Resources Trust, Merrill Lynch Global
SmallCap Fund, Inc., Merrill Lynch Global Technology Fund, Inc., Merrill Lynch
Global Utility Fund, Inc., Merrill Lynch Global Value Fund, Inc., Merrill Lynch
Growth Fund, Merrill Lynch Healthcare Fund, Inc., Merrill Lynch Intermediate
Government Bond Fund, Merrill Lynch International Equity Fund, Merrill Lynch
Latin America Fund, Inc., Merrill Lynch Middle East/Africa Fund, Inc., Merrill
Lynch Municipal Series Trust, Merrill Lynch Pacific Fund, Inc., Merrill Lynch
Ready Assets Trust, Merrill Lynch Retirement Series Trust, Merrill Lynch Series
Fund, Inc., Merrill Lynch Short-Term Global Income Fund, Inc., Merrill Lynch
Strategic Dividend Fund, Merrill Lynch Technology Fund, Inc., Merrill Lynch U.S.
Treasury Money Fund, Merrill Lynch U.S.A. Government Reserves, Merrill Lynch
Utility Income Fund, Inc., Merrill Lynch Variable Series Funds, Inc. and
Hotchkis and Wiley Funds (advised by Hotchkis and Wiley, a division of MLAM);
and for the following closed-end registered investment companies: Merrill Lynch
High Income Municipal Bond Fund, Inc. and Merrill Lynch Senior Floating Rate
Fund, Inc. MLAM also acts as sub-adviser to Merrill Lynch World Strategy
Portfolio and Merrill Lynch Basic Value Equity Portfolio, two investment
portfolios of YEQ Advisors Trust.
ITEM 27. PRINCIPAL UNDERWRITERS.
(a) Mercury Funds Distributor, a division of Princeton Funds Distributor,
Inc. ("MFD") acts as the principal underwriter for the Registrant and for each
of the following open-end investment companies:
Mercury Gold and Mining Fund of Mercury Asset Management Funds, Inc.;
Mercury International Fund of Mercury Asset Management Funds, Inc.; Mercury
Japan Capital Fund of Mercury Asset Management Funds, Inc.; Mercury
Pan-European Growth Fund of Mercury Asset Management Funds, Inc.; Summit
Cash Reserves Fund of Financial Institutions Series Trust; Mercury V.I.
Pan-European Growth Fund of Mercury Asset Management V.I. Funds, Inc.;
Mercury V.I. U.S. Large Cap Fund of Mercury Asset Management V.I. Funds,
Inc.
C-6
<PAGE> 95
A separate division of Princeton Funds Distributor, Inc. acts as the
principal underwriter of other investment companies.
(b) Set forth below is information concerning each director and officer of
MFD. The principal business address of each such person is Box 9081, Princeton,
New Jersey 08543-9081, except that the address of Messrs. Crook, Aldrich, Breen,
Fatseas and Wasel is One Financial Center, 23rd Floor, Boston, Massachusetts
02111-2665.
<TABLE>
<CAPTION>
(2) (3)
(1) POSITIONS AND OFFICES POSITIONS AND OFFICES
NAME WITH THE DISTRIBUTOR WITH REGISTRANT
---- --------------------- ------------------------
<S> <C> <C>
Terry K. Glenn........................... President and Director Executive Vice President
Brian A. Murdock......................... Director None
Thomas J. Verage......................... Director None
Robert W. Crook.......................... Senior Vice President None
Michael J. Brady......................... Vice President None
William M. Breen......................... Vice President None
Michael G. Clark......................... Vice President None
James T. Fatseas......................... Vice President None
Debra W. Landsman-Yaros.................. Vice President None
Michelle T. Lau.......................... Vice President None
Gerald M. Richard........................ Vice President and Treasurer Treasurer
Salvatore Venezia........................ Vice President None
William Wasel............................ Vice President None
Robert Harris............................ Secretary None
</TABLE>
ITEM 28. LOCATION OF ACCOUNTS AND RECORDS.
All accounts, books and other documents required to be maintained by
Section 31(a) of the Investment Company Act of 1940, as amended, and the rules
thereunder are maintained at the offices of:
(1) the registrant, Mercury Asset Management Funds, Inc., 800 Scudders Mill
Road, Plainsboro, New Jersey 08536;
(2) the transfer agent, Financial Data Services, Inc., 4800 Deer Lake Drive
East, Jacksonville, Florida 32246-6484;
(3) the custodian, Brown Brothers Harriman & Co., 40 Water Street, Boston,
Massachusetts 02109;
(4) the investment adviser, Mercury Asset Management International Ltd., 33
King William Street, London EC4R 9AS, England; and
(5) the sub-adviser and administrator, Fund Asset Management, L.P., 800
Scudders Mill Road, Plainsboro, New Jersey 08536.
ITEM 29. MANAGEMENT SERVICES.
Other than as set forth under the caption "Management of the Fund" in the
Prospectus constituting Part A of the Registration Statement and under
"Management of the Fund -- Management and Advisory Arrangements" in the
Statement of Additional Information constituting Part B of the Registration
Statement, the Registrant is not party to any management related service
contract.
ITEM 30. UNDERTAKINGS.
None.
C-7
<PAGE> 96
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it has duly caused
this Pre-Effective Amendment to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the Township of
Plainsboro, and State of New Jersey, on the 4th day of December, 1998.
MERCURY U.S. LARGE CAP FUND OF
MERCURY ASSET MANAGEMENT
FUNDS, INC.
Registrant
By: /s/ JEFFREY M. PEEK
------------------------------------
Jeffrey M. Peek, President
Pursuant to the requirements of the Securities Act of 1933, this
Pre-Effective Amendment to the Registration Statement has been signed below by
the following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
---------- ----- ----
<C> <S> <C>
/s/ JEFFREY M. PEEK President and Director December 4, 1998
- ---------------------------------------------- (Principal Executive Officer)
(Jeffrey M. Peek)
* Executive Vice President and
- ---------------------------------------------- Director
(Terry K. Glenn)
* Treasurer (Principal Financial
- ---------------------------------------------- Accounting Officer)
(Gerald M. Richard)
* Director
- ----------------------------------------------
(David O. Beim)
* Director
- ----------------------------------------------
(James T. Flynn)
* Director
- ----------------------------------------------
(W. Carl Kester)
* Director
- ----------------------------------------------
(Karen P. Robards)
*By:/s/ JEFFREY M. PEEK December 4, 1998
- ----------------------------------------------
(Jeffrey M. Peek, Attorney-in-Fact)
</TABLE>
* This amendment has been signed by each of the persons so indicated by the
undersigned as Attorney-in-Fact.
C-8
<PAGE> 97
SIGNATURES
Mercury Asset Management Master Trust has duly caused this Pre-Effective
Amendment to the Registration Statement of Mercury U.S. Large Cap Fund of
Mercury Asset Management Funds, Inc. to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Township of Plainsboro and State
of New Jersey on the 4th day of December, 1998.
MERCURY ASSET MANAGEMENT MASTER TRUST
By: /s/ JEFFREY M. PEEK
------------------------------------
Jeffrey M. Peek, President
This Pre-Effective Amendment to the Registration Statement of Mercury U.S.
Large Cap Fund of Mercury Asset Management Funds, Inc., has been signed below by
the following persons in the capacities and on dates indicated.
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
---------- ----- ----
<C> <S> <C>
/s/ JEFFREY M. PEEK President and Trustee December 4, 1998
- ---------------------------------------------- (Principal Executive Officer)
(Jeffrey M. Peek)
* Executive Vice President and
- ---------------------------------------------- Trustee
(Terry K. Glenn)
* Treasurer (Principal Financial
- ---------------------------------------------- Accounting Officer)
(Gerald M. Richard)
* Trustee
- ----------------------------------------------
(David O. Beim)
* Trustee
- ----------------------------------------------
(James T. Flynn)
* Trustee
- ----------------------------------------------
(W. Carl Kester)
* Trustee
- ----------------------------------------------
(Karen P. Robards)
*By: /s/ JEFFREY M. PEEK December 4, 1998
- ----------------------------------------------
(Jeffrey M. Peek, Attorney-in-Fact)
</TABLE>
* This amendment has been signed by each of the persons so indicated by the
undersigned as Attorney-in-Fact.
C-9
<PAGE> 98
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<C> <S> <C>
1(d) Articles of Amendment of Registrant
5(a) Class I Distribution Agreement between Registrant and
Mercury Funds Distributor, a division of Princeton Funds
Distributor, Inc.
5(b) Class A Distribution Agreement between Registrant and
Mercury Funds Distributor, a division of Princeton Funds
Distributor, Inc.
5(c) Class B Distribution Agreement between Registrant and
Mercury Funds Distributor, a division of Princeton Funds
Distributor, Inc.
5(d) Class C Distribution Agreement between Registrant and
Mercury Funds Distributor, a division of Princeton Funds
Distributor, Inc.
7 Custody Agreement between Registrant and Brown Brothers
Harriman & Co.
8(a) Administration Agreement between Registrant and Mercury
Asset Management International Ltd.
8(b) Transfer Agency, Dividend Disbursing Agency and Shareholder
Servicing Agency Agreement between Registrant and Financial
Data Services, Inc.
9 Opinion and consent of Swidler Berlin Shereff Friedman, LLP
10 Consent of Deloitte & Touche, LLP, independent auditors for
the Registrant
12 Certificate of Mercury Asset Management International Ltd.
13(a) Class A Distribution Plan of the Registrant and Class A Plan
Sub-Agreement
13(b) Class B Distribution Plan of the Registrant and Class B Plan
Sub-Agreement
13(c) Class C Distribution Plan of the Registrant and Class C Plan
Sub-Agreement
15(b) Powers of Attorney for Officers, Directors and Trustees
</TABLE>
C-10
<PAGE> 1
EXHIBIT 1(d)
MERCURY ASSET MANAGEMENT FUNDS, INC.
ARTICLES OF AMENDMENT
Mercury Asset Management Funds, Inc. a Maryland corporation having its
principal office in Baltimore, Maryland (hereinafter called the "Corporation"),
hereby certifies to the State Department of Assessments and Taxation of
Maryland that:
FIRST: Article IV, paragraph (1) is hereby amended to change the name of
one of the series of the Corporation from "Mercury Core U.S. Growth Fund" to
"Mercury U.S. Large Cap Fund."
SECOND: The amendment of the charter of the Corporation as hereinabove set
forth has been duly advised by the entire board of directors and the amendment
is limited to a change expressly permitted by Section 2-605 (a)(4) of Maryland
General Corporation Law, to be made without action by the stockholders, and the
Corporation is registered as an open-end company under the Investment Company
Act of 1940.
IN WITNESS WHEREOF: Mercury Asset Management Funds, Inc., has caused these
presents to be signed in its name on its behalf by its President or one of its
Vice Presidents and attested by its Secretary or one of its Assistant
Secretaries on November 20, 1998.
/s/Terry K. Glenn
-----------------------------
Terry K. Glenn, Vice President
ATTEST: Mercury Asset Management Funds, Inc.
/s/Robert E. Putney, III
- ----------------------------------
Robert E. Putney, III, Secretary
<PAGE> 2
THE UNDERSIGNED, President (or Vice President) of Mercury Asset Management
Funds, Inc., who executed on behalf of said corporation, the foregoing Articles
of Amendment, of which this certificate is made a part, hereby acknowledges, in
the name and on behalf of said corporation, the foregoing Articles of Amendment
to be the corporate act of said corporation and further certifies that, to the
best of his knowledge, information, and belief, the matters and facts set forth
therein with respect to the approval thereof are true in all material respects,
under the penalties of perjury.
/s/Terry K. Glenn
------------------------------
Terry K. Glenn, Vice President
2
<PAGE> 1
EXHIBIT 5(a)
CLASS I SHARES
DISTRIBUTION AGREEMENT
AGREEMENT made as of _______________, 1998 between MERCURY ASSET
MANAGEMENT FUNDS, INC., a Maryland corporation (the "Corporation"), on behalf of
its series Mercury U.S. Large Cap 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 I
shares of common stock in the Fund;
<PAGE> 2
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 I shares of common stock in the Fund (sometimes herein referred to as
"Class I Shares") to eligible investors (as defined below) and hereby agrees
during the term of this Agreement to sell the Class I 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 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 the 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 the 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 the Fund shall not apply to Class I 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 I shares of any such
company.
c. Such exclusive rights also shall not apply to Class I Shares issued by
the Fund pursuant to reinvestment of dividends or capital gains distributions.
2
<PAGE> 3
d. Such exclusive rights also shall not apply to Class I Shares issued by
the Fund pursuant to any conversion, exchange or reinstatement privilege
afforded redeeming shareholders or to any other Class I Shares 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. Prior to the continuous offering of the Class I Shares, commencing on a
date agreed upon by the Corporation and the Distributor, it is contemplated that
the Distributor will solicit subscriptions for Class I 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 I Shares and thereafter the Distributor shall have the right to buy
from the Corporation the Class I Shares needed, but not more than the Class I
Shares needed (except for clerical errors in transmission) to fill unconditional
orders for Class I Shares placed with the Distributor by eligible investors or
securities dealers. Investors eligible to purchase Class I 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 I Shares ("eligible
investors"). The price that the Distributor shall pay for the Class I Shares so
purchased from the Fund shall be the net asset value, determined as set forth in
Section 3(e) hereof, used in determining the public offering price on which such
orders were based.
3
<PAGE> 4
c. The Class I Shares are to be resold by the Distributor to eligible
investors at the public offering price, 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 public offering price(s) of the Class I Shares, i.e., the price per
share at which the Distributor or selected dealers may sell Class I Shares to
eligible investors, shall be the public offering price as set forth in the
prospectus and statement of additional information relating to such Class I
Shares, but not to exceed the net asset value at which the Distributor is to
purchase the Class I Shares, plus a sales charge not to exceed 5.25% of the
public offering price (5.54% of the net amount invested), subject to reductions
for volume purchases. Class I Shares may be sold to certain Directors, officers
and employees of the Corporation, directors and employees of Merrill Lynch &
Co., Inc. and its subsidiaries, and to certain other persons described in the
prospectus and statement of additional information, without a sales charge or at
a reduced sales charge, upon terms and conditions set forth in the prospectus
and statement of additional information. If the public offering price does not
equal an even cent, the public offering price may be adjusted to the nearest
cent. All payments to the Fund hereunder shall be made in the manner set forth
in Section 3(g).
e. The net asset value of the Class I 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.
f. The Corporation shall have the right to suspend the sale of Class I
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 I Shares if trading on the New
4
<PAGE> 5
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.
g. 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 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 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 or certificates for such Class I 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).
Section 4. Repurchase or Redemption of Class I Shares by the Corporation.
a. Any of the outstanding Class I Shares may be tendered for redemption at
any time, and the Fund agrees to repurchase or redeem the 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 the Fund. The price to be paid
to redeem or repurchase the Class I Shares shall be equal to the net asset value
calculated in accordance with the provisions of Section 3(e) 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
5
<PAGE> 6
information relating to the Fund. All payments by the Fund hereunder shall be
made in the manner set forth below. The redemption or repurchase by the Fund of
any of the Class I Shares purchased by or through the Distributor will not
affect the sales charge secured by the Distributor or any selected dealer in the
course of the original sale, except that if any Class I Shares are tendered for
redemption or repurchase within seven business days after the date of the
confirmation of the original purchase, the right to the sales charge shall be
forfeited by the Distributor and the selected dealer that sold such Class I
Shares.
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 I 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 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 the 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 the Fund, or during any other period when the Securities and Exchange
Commission, by order, so permits.
6
<PAGE> 7
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 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 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 I shareholders, all necessary action to
fix the number of 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 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 the Class I 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 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.
7
<PAGE> 8
Section 6. Duties of the Distributor.
a. The Distributor shall devote reasonable time and effort to effect sales
of Class I Shares but shall not be obligated to sell any specific number of
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 the 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 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 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.
8
<PAGE> 9
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 I Shares and fix therein the portion of the sales charge that may
be allocated to the selected dealers; provided, that the Corporation shall
approve the forms of agreements with dealers and the dealer compensation set
forth therein. Class I Shares sold to selected dealers shall be for resale by
such dealers only at the public offering price(s) set forth in the prospectus
and statement of additional information. 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 I Shares is attached hereto as
Exhibit B.
b. Within the United States, the Distributor shall offer and sell Class I
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 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).
9
<PAGE> 10
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 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
the Class I Shares for sale to eligible investors and any expenses of
advertising incurred by the Distributor in connection with such offering.
c. The Fund shall bear the cost and expenses of qualification of the 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 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 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 I Shares, which may be based upon the Securities Act,
10
<PAGE> 11
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 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 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 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
11
<PAGE> 12
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 I 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 or interim reports to 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
12
<PAGE> 13
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 I 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 I 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 I
voting securities of the 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.
13
<PAGE> 14
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 I 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.
14
<PAGE> 15
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. LARGE CAP FUND
By
-------------------------------------
Title:
MERCURY FUNDS DISTRIBUTOR, a division of
PRINCETON FUNDS DISTRIBUTOR, INC.
By
-------------------------------------
Title:
15
<PAGE> 16
EXHIBIT A
MERCURY ASSET MANAGEMENT FUNDS, INC.
ON BEHALF OF ITS SERIES,
MERCURY U.S. LARGE CAP FUND
CLASS I 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. Large Cap Fund (the "Fund"), pursuant to which it acts as the distributor
for the sale of Class I shares of common stock of the Fund, par value $0.0001
per share (herein referred to as "Class I Shares") and as such has the right to
distribute 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 are registered under the
Securities Act of 1933, as amended (the "Securities Act"). The Class I 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, Merrill Lynch, Pierce, Fenner & Smith Incorporated, have received a copy of
the Class I 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 I Shares for resale to investors identified in
the Prospectus and Statement of Additional Information as eligible to purchase
Class I Shares ("eligible investors") upon the following terms and conditions:
1. The subscription period referred to in Section 3(a) of the Distribution
Agreement will continue through ___________ 199_. 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 I 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 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, the Fund, for us or for any other
member of the Selected Dealers Group, except in connection with the Merrill
Lynch Mutual Fund Adviser program and such other special
<PAGE> 17
programs as we from time to time agree, in which case you shall have authority
to offer and sell Class I Shares, as agent for the Corporation, to participants
in such program.
3. Except as provided in Paragraph 4, below, the public offering prices,
sales charges and the related Selected Dealers' concession are as follows:
<TABLE>
<CAPTION>
Subscription Period
-------------------
Securities Dealers'
Sales Charge Concession
------------ ----------
Percentage* Percentage*
Public of Public of Public
Offering Dollar Offering Dollar Offering
Price Amount Price Amount Price
----- ------ ----- ------ -----
<S> <C> <C> <C> <C> <C>
Less than $25,000..................... $10.554 $.554 5.25% $.554 5.25%
$25,000 but less than $50,000......... 10.499 .499 4.75 .499 4.75
$50,000 but less than $100,000........ 10.417 .417 4.00 .417 4.00
$100,000 but less than $250,000....... 10.309 .309 3.00 .309 3.00
$250,000 but less than $1,000,000..... 10.204 .204 2.00 .204 2.00
$1,000,000 and over**................. 10.000 .000 0.00 .000 0.00
</TABLE>
- ------------------
* Rounded to the nearest one-hundredth percent.
** Initial sales charges may be waived for certain classes of offers as set
forth in the Prospectus and Statement of Additional Information of the Fund.
Such purchases may be subject to a contingent deferred sales charge as set forth
in the Prospectus and Statement of Additional Information.
The proceeds per Class I Share to the Fund from the sale of all shares sold
during the subscription period will be $10.00.
The term "purchase" refers to a single purchase by an individual, or to
concurrent purchases, which in the aggregate are at least equal to the
prescribed amounts, by an individual, his spouse and their children under the
age of 21 years purchasing Class I Shares for his or their own account and to
single purchases by a trustee or other fiduciary purchasing Class I Shares for a
single trust estate or single fiduciary account although more than one
beneficiary is involved. The term "purchase" also includes purchases by any
"company" as that term is defined in the Investment Company Act, but does not
include purchases by any such company that has not been in existence for at
least six months or has no purpose other than the purchase of Class I Shares or
shares of the registered investment companies at a discount; provided, however,
that it shall not include purchases by any group of individuals whose sole
organizational nexus is that the participants therein are credit cardholders of
a company, policyholders of an insurance company, customers of either a bank or
broker-dealer or clients of an investment adviser.
The reduced sales charges are applicable through a right of accumulation
under which certain eligible investors are permitted to purchase Class I Shares
at the offering price applicable to the total of (a) the dollar amount then
being purchased plus (b) an amount equal to the then current net asset value or
cost, whichever is higher, of the purchaser's combined holdings of the
2
<PAGE> 18
Class I, Class A, Class B and Class C shares of the Fund and of any other
open-end investment company advised by Mercury Asset Management International,
Ltd., or an affiliate thereof (together, "Mercury-advised mutual funds"). For
any such right of accumulation to be made available, the Distributor must be
provided at the time of purchase, by the purchaser or you, with sufficient
information to permit confirmation of qualification, and acceptance of the
purchase order is subject to such confirmation.
The reduced sales charges are applicable to purchases aggregating $25,000
or more of Class I shares or of Class A shares or of shares of any other
Mercury-advised mutual fund made through you within a thirteen-month period
starting with the first purchase pursuant to a Letter of Intent in the form
provided in the Prospectus. A purchase not originally made pursuant to a Letter
of Intent may be included under a subsequent letter executed within 90 days of
such purchase if the Distributor is informed in writing of this intent within
such 90-day period. If the intended amount of shares is not purchased within the
thirteen-month period, an appropriate price adjustment will be made pursuant to
the terms of the Letter of Intent.
You agree to advise us promptly at our request as to amounts of any sales
made by you to eligible investors qualifying for reduced sales charges. Further
information as to the reduced sales charges pursuant to the right of
accumulation or a Letter of Intent is set forth in the Prospectus and Statement
of Additional Information.
4. You shall not place orders for any of the Class I Shares unless you
have already received purchase orders for such Class I 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 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 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 I 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.
5. All Class I Shares purchased by Selected Dealers will be delivered in
the first instance at a settlement price computed on the basis of all sales
having been made in a purchase (as such term is defined above) involving a
public offering price of less than $25,000. All sales to you will be deemed to
have been made in such a transaction unless within 30 days after the Closing
Date you furnish to us, on forms supplied by us for the purpose, a statement
acceptable to us setting forth sales in purchases involving a public offering
price of $25,000 or more, in
3
<PAGE> 19
which case we will compute such Selected Dealers' concessions on the basis of
the information set forth in such statement.
6. Payment for Class I 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., P.O. Box 9081, Princeton, New Jersey
08543-9081, 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 I Shares so purchased by you. You agree that as promptly as
practicable after the delivery of such Class I 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 I Shares.
7. If any Class I Shares sold to you under the terms of this Agreement are
repurchased by the Corporation or by us for the account of the Corporation or
are tendered for redemption within seven business days after the Closing Date,
it is agreed that you shall forfeit your right to, and refund to us, any
discount received by you on such Class I Shares.
8. No person is authorized to make any representations concerning Class I
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 I 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.
9. 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.
10. We reserve the right in our discretion, without notice, to suspend
sales or withdraw the offering of Class I Shares entirely. Each party hereto has
the right to cancel this Agreement upon notice to the other party.
4
<PAGE> 20
11. 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.
12. 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.
13. Upon application to us, we will inform you as to the states in which
we believe the 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 Class I Shares
in any jurisdiction. We will file with the Department of State in New York a
Further State Notice with respect to the Class I Shares, if necessary.
14. 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.
15. You agree that you will not sell any Class I Shares to any account
over which you exercise discretionary authority.
5
<PAGE> 21
16. 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 Section 7 hereof and for the
purpose of settlement of accounts hereunder.
MERCURY FUNDS DISTRIBUTOR, a division of
PRINCETON FUNDS DISTRIBUTOR, INC.
By
---------------------------------------
Title:
Please return one signed copy
of this Agreement to:
MERCURY FUNDS DISTRIBUTOR, a division of
PRINCETON FUNDS DISTRIBUTOR, INC.
P.O. Box 9081
Princeton, New Jersey 08543-9081
Accepted:
----------------------------------
(Authorized Signature)
Firm Name:
------------------------
By:
-------------------------------
Title:
----------------------------
Address:
--------------------------
----------------------------------
Date:
-----------------------------
6
<PAGE> 22
EXHIBIT B
MERCURY ASSET MANAGEMENT FUNDS, INC.
ON BEHALF OF ITS SERIES,
MERCURY U.S. LARGE CAP FUND
CLASS I 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. Large Cap Fund (the "Fund"), pursuant to which it acts as the distributor
for the sale of Class I shares of common stock of the Fund, par value $0.0001
per share (herein referred to as "Class I Shares"), and as such has the right to
distribute 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 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 ourself 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
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 I Shares
for resale to investors identified in the 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, the Fund, for us or for any other member of
the Selected Dealers Group, except in connection with the Merrill Lynch 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,
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 5 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.
<PAGE> 23
3. The sales charges for sales to eligible investors, computed as
percentages of the public offering price and the amount invested, and the
related discount to Selected Dealers are as follows:
<TABLE>
<CAPTION>
Sales Charge as Discount to
Sales Charge As Percentage* of the Selected Dealers as
Percentage of the Net Amount Percentage of the
Amount of Purchase Offering Price Invested Offering Price
- ------------------ -------------- -------- --------------
<S> <C> <C> <C>
Less than $25,000..................... 5.25% 5.54% 5.00%
$25,000 but less than $50,000......... 4.75 4.99 4.50
$50,000 but less than $100,000........ 4.00 4.17 3.75
$100,000 but less than $250,000....... 3.00 3.09 2.75
$250,000 but less than $1,000,000..... 2.00 2.04 1.80
$1,000,000 and over**................. 0.00 0.00 0.00
</TABLE>
- -------------------
* Rounded to the nearest one-hundredth percent.
** Initial sales charges may be waived for certain classes of offerees as set
forth in the current Prospectus and Statement of Additional Information of
the Fund. Such purchases may be subject to a contingent deferred sales
charge as set forth in the current Prospectus and Statement of Additional
Information.
The term "purchase" refers to a single purchase by an individual, or to
concurrent purchases, which in the aggregate are at least equal to the
prescribed amounts, by an individual, his spouse and their children under the
age of 21 years purchasing Class I Shares for his or their own account and to
single purchases by a trustee or other fiduciary purchasing Class I Shares for a
single trust estate or single fiduciary account although more than one
beneficiary is involved. The term "purchase" also includes purchases by any
"company" as that term is defined in the Investment Company Act but does not
include purchases by any such company that has not been in existence for at
least six months or which has no purpose other than the purchase of Class I
Shares of the Fund or Class I shares of other registered investment companies at
a discount; provided, however, that it shall not include purchases by any group
of individuals whose sole organizational nexus is that the participants therein
are credit cardholders of a company, policyholders of an insurance company,
customers of either a bank or broker-dealer or clients of an investment adviser.
The reduced sales charges are applicable through a right of accumulation
under which certain eligible investors are permitted to purchase Class I Shares
at the offering price applicable to the total of (a) the dollar amount then
being purchased plus (b) an amount equal to the then current net asset value or
cost, whichever is higher, of the purchaser's combined holdings of Class I,
Class A, Class B and Class C shares of the Fund and of any other series of the
Corporation (each, a "Mercury Fund"). For any such right of accumulation to be
made available, the Distributor must be provided at the time of purchase, by the
purchaser or you, with sufficient information to permit confirmation of
qualification, and acceptance of the purchase order is subject to such
confirmation.
2
<PAGE> 24
The reduced sales charges are applicable to purchases aggregating $25,000
or more of Class I shares or of Class A shares of any other Mercury Fund made
through you within a thirteen-month period starting with the first purchase
pursuant to a Letter of Intent in the form provided in the Prospectus. A
purchase not originally made pursuant to a Letter of Intent may be included
under a subsequent letter executed within 90 days of such purchase if the
Distributor is informed in writing of this intent within such 90-day period. If
the intended amount of shares is not purchased within the thirteen-month period,
an appropriate price adjustment will be made pursuant to the terms of the Letter
of Intent.
You agree to advise us promptly at our request as to amounts of any sales
made by you to eligible investors qualifying for reduced sales charges. Further
information as to the reduced sales charges pursuant to the right of
accumulation or a Letter of Intent is set forth in the Prospectus and Statement
of Additional Information.
4. You shall not place orders for any of the Class I Shares unless you
have already received purchase orders for such Class I 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 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 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 I 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.
5. As a selected dealer, you are hereby authorized (i) to place orders
directly with the Corporation for 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 subject to the
compensation provisions of Section 3 hereof and (ii) to tender 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.
6. 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.
7. If any Class I Shares sold to you under the terms of this Agreement are
repurchased by the Corporation or by us for the account of the Corporation or
are tendered for redemption within seven business days after the date of the
confirmation of the original purchase by you, it is agreed that you shall
forfeit your right to, and refund to us, any discount received by you on such
Class I Shares.
3
<PAGE> 25
8. No person is authorized to make any representations concerning Class I
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 I 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, 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.
9. 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.
10. We reserve the right in our discretion, without notice, to suspend
sales or withdraw the offering of Class I 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.
11. 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 of 1933, as amended, or of the rules and regulations of the
Commission issued thereunder.
12. 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.
13. Upon application to us, we will inform you as to the states in which
we believe the 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 Class I Shares
in any jurisdiction. We will file with the Department of State in New York a
Further State Notice with respect to the Class I Shares, if necessary.
4
<PAGE> 26
14. 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.
15. Your first order placed pursuant to this Agreement for the purchase of
Class I Shares will represent your acceptance of this Agreement.
MERCURY FUNDS DISTRIBUTOR, a division of
PRINCETON FUNDS DISTRIBUTOR, INC.
By:
-------------------------------
Title:
----------------------------
(Authorized Signature)
Please return one signed copy
of this agreement to:
MERCURY FUNDS DISTRIBUTOR, a division of
PRINCETON FUNDS DISTRIBUTOR, INC.
P.O. Box 9081
Princeton, New Jersey 08543-9081
Accepted:
------------------------------
(Authorized Signature)
Firm Name:
--------------------
By:
---------------------------
Title:
------------------------
Address:
----------------------
------------------------------
Date:
-------------------------
5
<PAGE> 1
EXHIBIT 5(b)
CLASS A SHARES
DISTRIBUTION AGREEMENT
AGREEMENT made as of ________________, 1998 between MERCURY ASSET
MANAGEMENT FUNDS, INC., a Maryland corporation (the "Corporation"), on behalf of
its series Mercury U.S. Large Cap 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 A
shares of common stock in the Fund;
<PAGE> 2
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 A shares of common stock in the Fund (sometimes herein referred to as
"Class A Shares") to the public and hereby agrees during the term of this
Agreement to sell the Class A 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 A 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 A
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 A 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 A
Shares from the Fund shall not apply to Class A 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 A shares of any such
company.
c. Such exclusive rights also shall not apply to Class A Shares issued by
the Fund pursuant to reinvestment of dividends or capital gains distributions.
2
<PAGE> 3
d. Such exclusive rights also shall not apply to Class A Shares issued by
the Fund pursuant to any conversion, exchange or reinstatement privilege
afforded redeeming shareholders or to any other Class A Shares as shall be
agreed between the Corporation and the Distributor from time to time.
Section 3. Purchase of Class A Shares from the Corporation.
a. Prior to the continuous offering of the Class A Shares, commencing on a
date agreed upon by the Corporation and the Distributor, it is contemplated that
the Distributor will solicit subscriptions for Class A 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 A Shares and thereafter the Distributor shall have the right to buy
from the Corporation the Class A Shares needed, but not more than the Class A
Shares needed (except for clerical errors in transmission) to fill unconditional
orders for Class A Shares placed with the Distributor by eligible investors or
securities dealers. Investors eligible to purchase Class A 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 such Class A Shares. The price that
the Distributor shall pay for the Class A Shares so purchased from the Fund
shall be the net asset value, determined as set forth in Section 3(e) hereof,
used in determining the public offering price on which such orders were based.
3
<PAGE> 4
c. The Class A Shares are to be resold by the Distributor to investors at
the public offering price, 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 public offering price(s) of the Class A Shares, i.e., the price per
share at which the Distributor or selected dealers may sell Class A Shares to
the public shall be the public offering price as set forth in the prospectus and
statement of additional information relating to such Class A Shares, but not to
exceed the net asset value at which the Distributor is to purchase the Class A
Shares, plus a sales charge not to exceed 5.25% of the public offering price
(5.54% of the net amount invested), subject to reductions for volume purchases.
Class A Shares may be sold to certain Directors, officers and employees of the
Corporation, directors and employees of Merrill Lynch & Co., Inc. and its
subsidiaries, and to certain other persons described in the prospectus and
statement of additional information, without a sales charge or at a reduced
sales charge, upon terms and conditions set forth in the prospectus and
statement of additional information. If the public offering price does not equal
an even cent, the public offering price may be adjusted to the nearest cent. All
payments to the Fund hereunder shall be made in the manner set forth in Section
3(g).
e. The net asset value of the Class A 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.
f. The Corporation shall have the right to suspend the sale of Class A
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 A Shares if trading on the New
4
<PAGE> 5
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 A Shares.
g. The Corporation, or any agent of the Corporation designated in writing
by the Corporation, shall be promptly advised of all purchase orders for Class A
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 A 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 A 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).
Section 4. Repurchase or Redemption of Class A Shares by the Corporation.
a. Any of the outstanding Class A Shares may be tendered for redemption at
any time, and the Fund agrees to repurchase or redeem the Class A 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 A Shares shall be equal to the net asset value
calculated in accordance with the provisions of Section 3(e) hereof, less any
contingent deferred sales charge ("CDSC"), redemption fee or other charge(s), if
any, set forth in the prospectus and statement of
5
<PAGE> 6
additional information relating to the Fund. All payments by the Fund hereunder
shall be made in the manner set forth below. The redemption or repurchase by the
Fund of any of the Class A Shares purchased by or through the Distributor will
not affect the sales charge secured by the Distributor or any selected dealer in
the course of the original sale, except that if any Class A Shares are tendered
for redemption or repurchase within seven business days after the date of the
confirmation of the original purchase, the right to the sales charge shall be
forfeited by the Distributor and the selected dealer that sold such Class A
Shares.
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 A 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 A 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 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.
6
<PAGE> 7
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 A
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 A shareholders, all necessary action to
fix the number of authorized Class A 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 A 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 A 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 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.
7
<PAGE> 8
Section 6. Duties of the Distributor.
a. The Distributor shall devote reasonable time and effort to effect sales
of Class A Shares but shall not be obligated to sell any specific number of
Class A 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 A 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 Association of
Securities Dealers, Inc. (the "NASD"), as such requirements may from time to
time exist.
8
<PAGE> 9
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 A Shares and fix therein the portion of the sales charge that may
be allocated to the selected dealers; provided, that the Corporation shall
approve the forms of agreements with dealers and the dealer compensation set
forth therein. Class A Shares sold to selected dealers shall be for resale by
such dealers only at the public offering price(s) set forth in the prospectus
and statement of additional information. 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 A Shares is attached hereto as
Exhibit B.
b. Within the United States, the Distributor shall offer and sell Class A
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 A
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).
9
<PAGE> 10
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 A 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 A 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 Class A Shares Distribution Plan pursuant to Rule
12b-1 under the Investment Company Act remains in effect, any expenses incurred
by the Distributor hereunder in connection with account maintenance activities
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
A 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
10
<PAGE> 11
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 A
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 A
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
11
<PAGE> 12
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 A 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
12
<PAGE> 13
or interim reports to Class A 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 I 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 A 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 A
voting securities of the Fund, or
13
<PAGE> 14
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 A 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.
14
<PAGE> 15
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. LARGE CAP FUND
By
-------------------------------------
Title:
MERCURY FUNDS DISTRIBUTOR, a division of
PRINCETON FUNDS DISTRIBUTOR, INC.
By
-------------------------------------
Title:
15
<PAGE> 16
EXHIBIT A
MERCURY ASSET MANAGEMENT FUNDS, INC.
ON BEHALF OF ITS SERIES,
MERCURY U.S. LARGE CAP FUND
CLASS A 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. Large Cap Fund (the "Fund"), pursuant to which it acts as the distributor
for the sale of Class A shares of common stock of the Fund, par value $0.0001
per share (herein referred to as "Class A Shares"), and as such has the right to
distribute Class A 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 its Class A Shares being offered to the public
are registered under the Securities Act of 1933, as amended (the "Securities
Act"). Such Class A 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, Merrill Lynch, Pierce, Fenner & Smith Incorporated,
have received a copy of the Class A 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 A Shares upon the
following terms and conditions:
1. The subscription period referred to in Section 3(a) of the Distribution
Agreement will continue through ________ __, 19__. 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 A 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 A 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 Merrill Lynch Mutual
Fund Adviser program and such other special
<PAGE> 17
programs as we from time to time agree in which case you shall have authority to
offer and sell Class A Shares, as agent for the Corporation, to participants in
such program.
3. Except as provided in Paragraph 4, below, the public offering prices,
sales charges and the related Selected Dealers' concession are as follows:
<TABLE>
<CAPTION>
Subscription Period
-------------------
Securities Dealers'
Sales Charge Concession
------------ -------------------
Percentage* Percentage*
Public of Public of Public
Offering Dollar Offering Dollar Offering
Price Amount Price Amount Price
-------- ------ ----------- ------ -----------
<S> <C> <C> <C> <C> <C>
Less than $25,000............................. $10.554 $.554 5.25% $.554 5.25%
$25,000 but less than $50,000................. 10.499 .499 4.75 .499 4.75
$50,000 but less than $100,000................ 10.417 .417 4.00 .417 4.00
$100,000 but less than $250,000............... 10.309 .309 3.00 .309 3.00
$250,000 but less than $1,000,000............. 10.204 .204 2.00 .204 2.00
$1,000,000 and over**......................... 10.000 .000 0.00 .000 0.00
</TABLE>
- ------------------
* Rounded to the nearest one-hundredth percent.
** Initial sales charges may be waived for certain classes of offers as set
forth in the Prospectus and Statement of Additional Information of the Fund.
Such purchases may be subject to a contingent deferred sales charge as set forth
in the Prospectus and Statement of Additional Information.
The proceeds per Class A Share to the Fund from the sale of all shares sold
during the subscription period will be $10.00.
The term "purchase" refers to a single purchase by an individual, or to
concurrent purchases, which in the aggregate are at least equal to the
prescribed amounts, by an individual, his spouse and their children under the
age of 21 years purchasing Class A Shares for his or their own account and to
single purchases by a trustee or other fiduciary purchasing Class A Shares for a
single trust estate or single fiduciary account although more than one
beneficiary is involved. The term "purchase" also includes purchases by any
"company" as that term is defined in the Investment Company Act, but does not
include purchases by any such company that has not been in existence for at
least six months or has no purpose other than the purchase of Class A Shares or
shares of the registered investment companies at a discount; provided, however,
that it shall not include purchases by any group of individuals whose sole
organizational nexus is that the participants therein are credit cardholders of
a company, policyholders of an insurance company, customers of either a bank or
broker-dealer or clients of an investment adviser.
The reduced sales charges are applicable through a right of accumulation
under which certain eligible investors are permitted to purchase Class A Shares
at the offering price applicable to the total of (a) the dollar amount then
being purchased plus (b) an amount equal to the then current net asset value or
cost, whichever is higher, of the purchaser's combined holdings of the Class I,
Class A, Class B and Class C shares of the Fund and of any other series of the
2
<PAGE> 18
Corporation (each, a "Mercury Fund"). For any such right of accumulation to be
made available, the Distributor must be provided at the time of purchase, by the
purchaser or you, with sufficient information to permit confirmation of
qualification, and acceptance of the purchase order is subject to such
confirmation.
The reduced sales charges are applicable to purchases aggregating $25,000
or more of Class I shares or of Class A shares or of shares of any other Mercury
Fund made through you within a thirteen-month period starting with the first
purchase pursuant to a Letter of Intent in the form provided in the Prospectus.
A purchase not originally made pursuant to a Letter of Intent may be included
under a subsequent letter executed within 90 days of such purchase if the
Distributor is informed in writing of this intent within such 90-day period. If
the intended amount of shares is not purchased within the thirteen-month period,
an appropriate price adjustment will be made pursuant to the terms of the Letter
of Intent.
You agree to advise us promptly at our request as to amounts of any sales
made by you to eligible investors qualifying for reduced sales charges. Further
information as to the reduced sales charges pursuant to the right of
accumulation or a Letter of Intent is set forth in the Prospectus and Statement
of Additional Information.
4. You shall not place orders for any of the Class A Shares unless you
have already received purchase orders for such Class A 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 A 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 A 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 A 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.
5. All Class A Shares purchased by Selected Dealers will be delivered in
the first instance at a settlement price computed on the basis of all sales
having been made in a purchase (as such term is defined above) involving a
public offering price of less than $25,000. All sales to you will be deemed to
have been made in such a transaction unless within 30 days after the Closing
Date you furnish to us, on forms supplied by us for the purpose, a statement
acceptable to us setting forth sales in purchases involving a public offering
price of $25,000 or more, in which case we will compute such Selected Dealers'
concessions on the basis of the information set forth in such statement.
3
<PAGE> 19
6. Payment for Class A 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., P.O. Box 9081, Princeton, New Jersey
08543-9081, 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 A Shares so purchased by you. You agree that as promptly as
practicable after the delivery of such Class A 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 A Shares.
7. If any Class A Shares sold to you under the terms of this Agreement are
repurchased by the Corporation or by us for the account of the Corporation or
are tendered for redemption within seven business days after the Closing Date,
it is agreed that you shall forfeit your right to, and refund to us, any
discount received by you on such Class A Shares.
8. No person is authorized to make any representations concerning Class A
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 A 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.
9. 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.
10. We reserve the right in our discretion, without notice, to suspend
sales or withdraw the offering of Class A Shares entirely. Each party hereto has
the right to cancel this Agreement upon notice to the other party.
11. 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
4
<PAGE> 20
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.
12. 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.
13. Upon application to us, we will inform you as to the states in which
we believe the Class A 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 A Shares
in any jurisdiction. We will file with the Department of State in New York a
Further State Notice with respect to the Class A Shares, if necessary.
14. 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.
15. You agree that you will not sell any Class A Shares to any account
over which you exercise discretionary authority.
5
<PAGE> 21
16. 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 Section 7 hereof and for the
purpose of settlement of accounts hereunder.
MERCURY FUNDS DISTRIBUTOR, a division of
PRINCETON FUNDS DISTRIBUTOR, INC.
By
--------------------------------------
Title:
Please return one signed copy
of this Agreement to:
MERCURY FUNDS DISTRIBUTOR, a division of
PRINCETON FUNDS DISTRIBUTOR, INC.
P.O. Box 9081
Princeton, New Jersey 08543-9081
Accepted:
-------------------------------
(Authorized Signature)
Firm Name:
---------------------
By:
----------------------------
Title:
-------------------------
Address:
-----------------------
-------------------------------
Date:
--------------------------
6
<PAGE> 22
EXHIBIT B
MERCURY ASSET MANAGEMENT FUNDS, INC.
ON BEHALF OF ITS SERIES,
MERCURY U.S. LARGE CAP FUND
CLASS A 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. Large Cap Fund (the "Fund"), pursuant to which it
acts as the distributor for the sale of Class A shares of common stock of the
Fund, par value $0.0001 per share (herein referred to as "Class A Shares") and
as such has the right to distribute Class A 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 A Shares are
registered under the Securities Act of 1933, as amended (the "Securities Act").
You, ____________________, have received a copy of the Class A 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" 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 A Shares upon the following terms and
conditions:
1. In all sales of Class A 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 Merrill Lynch
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 A
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 5 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.
<PAGE> 23
3. The sales charges for sales to eligible investors, computed as
percentages of the public offering price and the amount invested, and the
related discount to Selected Dealers are as follows:
<TABLE>
<CAPTION>
Discount to
Sales Charge as Sales Charge as Selected Dealers as
Percentage* of Percentage* of the Percentage of the
Amount of Purchase the Offering Price Net Amount Invested Offering Price
------------------ ------------------ -------------------- -----------------
<S> <C> <C> <C>
Less than $25,000 . . . . . . . . . . . . . . 5.25% 5.54% 5.00%
$25,000 but less than $50,000 . . . . . . . . 4.75 4.99 4.50
$50,000 but less than $100,000 . . . . . . . . 4.00 4.17 3.75
$100,000 but less than $250,000 . . . . . . . 3.00 3.09 2.75
$250,000 but less than $1,000,000 . . . . . . 2.00 2.04 1.80
$1,000,000 and over** . . . . . . . . . . . . 0.00 0.00 0.00
</TABLE>
* Rounded to the nearest one-hundredth percent.
** Initial sales charges will be waived for certain classes of offerees as
set forth in the current Prospectus and Statement of Additional
Information of the Fund. Such purchases may be subject to a contingent
deferred sales charge as set forth in the current Prospectus and Statement
of Additional Information.
The term "purchase" refers to a single purchase by an individual, or
to concurrent purchases, that in the aggregate are at least equal to the
prescribed amounts, by an individual, his spouse and their children under the
age of 21 years purchasing (Class A Shares for his or their own account and to
single purchases by a trustee or other fiduciary purchasing Class A Shares for
a single trust estate or single fiduciary account although more than one
beneficiary is involved. The term "purchase" also includes purchases by any
"company" as that term is defined in the Investment Company Act but does not
include purchases by any such company that has not been in existence for at
least six months or has no purpose other than the purchase of Class A Shares of
the Fund or Class A shares of other registered investment companies at a
discount; provided, however, that it shall not include purchases by any group
of individuals whose sole organizational nexus is that the participants therein
are credit cardholders of a company, policyholders of an insurance company,
customers of either a bank or broker-dealer or clients of an investment
adviser.
The reduced sales charges are applicable through a right of
accumulation under which certain eligible investors arc permitted to purchase
Class A Shares at the offering price applicable to the total of (a) the dollar
amount then being purchased plus (b) an amount equal to the then current net
asset value or cost, whichever is higher, of the purchaser's combined holdings
of Class I, Class A, Class B and Class C shares of the Fund and of any other
series of the Corporation (each,"Mercury Fund"). For any such right of
accumulation to be made available, the Distributor must be provided at the time
of purchase, by the purchaser or you, with sufficient information to permit
confirmation of qualification, and acceptance of the purchase order is subject
to such confirmation.
The reduced sales charges are applicable to purchases aggregating
$25,000 or more of Class I shares or of Class A shares of any other Mercury
Fund made through you within a thirteen-month
2
<PAGE> 24
period starting with the first purchase pursuant to a Letter of Intent in the
form provided in the Prospectus. A purchase not originally made pursuant to a
Letter of Intent may be included under a subsequent letter executed within 90
days of such purchase if the Distributor is informed in writing of this intent
within such 90-day period. If the intended amount of shares is not purchased
within the thirteen-month period, an appropriate price adjustment will be made
pursuant to the terms of the Letter of Intent.
You agree to advise us promptly at our request as to amounts of any
sales made by you to eligible investors qualifying for reduced sales charges.
Further information as to the reduced sales charges pursuant to the right of
accumulation or a Letter of Intent is set forth in the Prospectus and Statement
of Additional Information.
4. You shall not place orders for any of the Class A Shares unless
you have already received purchase orders for such Class A 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 A 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 A 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 A 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.
5. As a selected dealer, you are hereby authorized (i) to place
orders directly with the Corporation for Class A 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 subject
to the compensation provisions of Section 3 hereof and (ii) to tender Class A
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.
6. 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.
7. If any Class A Shares sold to you under the terms of this
Agreement are repurchased by the Corporation or by us for the account of the
Corporation or are tendered for redemption within seven business days after the
date of the confirmation of the original purchase by you, it is agreed that
you shall forfeit your right to, and refund to us, any discount received by you
on such Class A Shares.
3
<PAGE> 25
8. No person is authorized to make any representations concerning
Class A 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 A
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, 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.
9. 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 Funds will be supplied to you in reasonable quantities upon
request.
10. We reserve the right in our discretion, without notice, to
suspend sales or withdraw the offering of Class A 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.
11. 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.
12. 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.
13. Upon application to us, we will inform you as to the states in
which we believe the Class A 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 A
Shares in any jurisdiction. We will file with the Department of State in New
York a Further State Notice with respect to the Class A Shares, if necessary.
4
<PAGE> 26
14. 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.
15. Your first order placed pursuant to this Agreement for the
purchase of Class A Shares will represent your acceptance of this Agreement.
MERCURY FUNDS DISTRIBUTOR, a division of
PRINCETON FUNDS DISTRIBUTOR, INC.
By:
-------------------------------------
Title:
-----------------------------------
Please return one signed copy
of this agreement to:
MERCURY FUNDS DISTRIBUTOR, a division of
PRINCETON FUNDS DISTRIBUTOR, INC.
P.O. Box 9081
Princeton, New Jersey 08543-9081
Accepted:
----------------------------------------------
(Authorized Signature)
Firm Name:
------------------------------------
By:
------------------------------------
Title:
------------------------------------
Address:
------------------------------------
------------------------------------
Date:
------------------------------------
5
<PAGE> 1
EXHIBIT 5(c)
CLASS B SHARES
DISTRIBUTION AGREEMENT
AGREEMENT made as of ______________, 1998 between MERCURY ASSET MANAGEMENT
FUNDS, INC., a Maryland corporation (the "Corporation"), on behalf of its series
Mercury U.S. Large Cap 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 B
shares common stock in the Fund;
<PAGE> 2
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 B shares of common stock in the Fund (sometimes herein referred to as
"Class B Shares") to the public and hereby agrees during the term of this
Agreement to sell the Class B 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 B 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 B
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 B 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 B
Shares from the Fund shall not apply to Class B 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 B shares of any such
company.
c. Such exclusive rights also shall not apply to Class B Shares issued by
the Fund pursuant to reinvestment of dividends or capital gains distributions.
2
<PAGE> 3
d. Such exclusive rights also shall not apply to Class B Shares issued by
the Fund pursuant to any conversion, exchange or reinstatement privilege
afforded redeeming shareholders or to any other Class B Shares as shall be
agreed between the Corporation and the Distributor from time to time.
Section 3. Purchase of Class B Shares from the Corporation.
a. Prior to the continuous offering of the Class B Shares, commencing on a
date agreed upon by the Corporation and the Distributor, it is contemplated that
the Distributor will solicit subscriptions for Class B 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 B Shares and thereafter the Distributor shall have the right to buy
from the Corporation the Class B Shares needed, but not more than the Class B
Shares needed (except for clerical errors in transmission) to fill unconditional
orders for Class B Shares placed with the Distributor by eligible investors or
securities dealers. Investors eligible to purchase Class B 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 B Shares. The price that
the Distributor shall pay for the Class B Shares so purchased from the Fund
shall be the net asset value, determined as set forth in Section 3(d) hereof.
3
<PAGE> 4
c. The Class B 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 B 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 B
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 B 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 B 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 B
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 B 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 B 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).
4
<PAGE> 5
Section 4. Repurchase or Redemption of Class B Shares by the Corporation.
a. Any of the outstanding Class B Shares may be tendered for redemption at
any time, and the Fund agrees to repurchase or redeem the Class B 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 B 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(s) 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 B 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 B 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
5
<PAGE> 6
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 B
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 B shareholders, all necessary action to
fix the number of authorized Class B 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 B 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 Class B 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
6
<PAGE> 7
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 B Shares but shall not be obligated to sell any specific number of
Class B 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 B 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
7
<PAGE> 8
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 B Shares; provided, that the Corporation shall approve the forms
of agreements with dealers. Class B 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 B Shares is attached hereto as Exhibit B.
b. Within the United States, the Distributor shall offer and sell Class B
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 the Fund's 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 B 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).
8
<PAGE> 9
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 B 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 B 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 B 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 B 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
9
<PAGE> 10
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 B
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 B
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
10
<PAGE> 11
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 B 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
11
<PAGE> 12
or interim reports to Class B 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 A 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 B 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 B
voting securities of the Fund, or
12
<PAGE> 13
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 B 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.
13
<PAGE> 14
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. LARGE CAP FUND
By
---------------------------------
Title:
MERCURY FUNDS DISTRIBUTOR, a division of
PRINCETON FUNDS DISTRIBUTOR, INC.
By
---------------------------------
Title:
14
<PAGE> 15
EXHIBIT A
MERCURY ASSET MANAGEMENT FUNDS, INC.
ON BEHALF OF ITS SERIES,
MERCURY U.S. LARGE CAP FUND
CLASS B 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. Large Cap Fund (the "Fund") pursuant to which it acts as the
distributor for the sale of Class B shares of common stock of the Fund, par
value $0.0001 per share (herein referred to as "Class B Shares") and as such
has the right to distribute Class B Shares for resale. The Corporation is an
open-end investment company registered under the Investment Company Act of
1940, as amended, and its Class B Shares being offered to the public are
registered under the Securities Act of 1933, as amended (the "Securities Act").
Class B 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, Merrill Lynch, Pierce, Fenner & Smith Incorporated, have
received a copy of the Class B 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 B Shares upon the
following terms and conditions:
1. The subscription period referred to in Section 3(a) of the
Distribution Agreement will continue through ___________, 19__. 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 B 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 Class B 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 Merrill Lynch
Mutual Fund Adviser program and such other special programs as we
<PAGE> 16
from time to time agree, in which case you shall have authority to offer and
sell Class B Shares, as agent for the Corporation to participants in such
program.
3. You shall not place orders for any of the Class B Shares
unless you have already received purchase orders for such Class B 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 B 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 B 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 B 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 B 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., P.O. Box 9081, Princeton, New
Jersey 08543-9081, 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 B Shares so purchased by you. You agree that
as promptly as practicable after the delivery of such Class B 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 B
Shares.
5. No person is authorized to make any representations concerning
Class B 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 B
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.
2
<PAGE> 17
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 B 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 B 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 B
Shares in any jurisdiction. We will file with the Department of State in New
York a Further State Notice with respect to the Class B 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 B Shares to any
account over which you exercise discretionary authority.
3
<PAGE> 18
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
-------------------------------
Title:
Please return one signed copy
of this Agreement to:
MERCURY FUNDS DISTRIBUTOR, a division of
PRINCETON FUNDS DISTRIBUTOR, INC.
P.O. Box 9081
Princeton New Jersey 08543-9081
Accepted:
-------------------------------
(Authorized Signature)
Firm Name:
---------------------
By:
----------------------------
Title:
-------------------------
Address:
-----------------------
-------------------------------
Date:
--------------------------
4
<PAGE> 19
EXHIBIT B
MERCURY ASSET MANAGEMENT FUNDS, INC.
ON BEHALF OF ITS SERIES,
THE MERCURY U.S. LARGE CAP FUND
CLASS B 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. Large Cap Fund (the "Fund"), pursuant to which it acts
as the distributor for the sale of Class B shares of common stock of the Fund,
par value $0.0001 per share (herein referred to as "Class B Shares") and as such
has the right to distribute Class B Shares for resale. The Corporation is an
open-end investment company registered under the Investment Company Act of 1940,
as amended, and the Class B Shares are registered under the Securities Act of
1933, as amended (the "Securities Act"). You,___________________________, have
received a copy of the Class B 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 B Shares upon the
following terms and conditions:
1. In all sales of Class B 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
Merrill Lynch 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 B 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.
<PAGE> 20
3. You shall not place orders for any of the Class B Shares
unless you have already received purchase orders for such Class B 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 B 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 B 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 B 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 B 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 B 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 B 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 B
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, 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.
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
2
<PAGE> 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 B 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 B 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 B Shares in any jurisdiction. We will file with the Department of State
in New York a Further State Notice with respect to the Class B 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.
3
<PAGE> 22
13. Your first order placed pursuant to this Agreement for the
purchase of Class B Shares will represent your acceptance of this Agreement.
MERCURY FUNDS DISTRIBUTOR, a division
of PRINCETON FUNDS DISTRIBUTOR, INC.
By:
-----------------------------------
Title:
--------------------------------
Please return one signed copy
of this Agreement to:
MERCURY FUNDS DISTRIBUTOR, a division of
PRINCETON FUNDS DISTRIBUTOR, INC.
P.O. Box 9081
Princeton, New Jersey 08543-9081
Accepted:
------------------------------
(Authorized Signature)
Firm Name:
-----------------------------------
By:
------------------------------------------
Title:
---------------------------------------
Address:
-------------------------------------
---------------------------------------------
Date:
----------------------------------------
4
<PAGE> 1
EXHIBIT 5(d)
CLASS C SHARES
DISTRIBUTION AGREEMENT
AGREEMENT made as of ________________, 1998 between MERCURY
ASSET MANAGEMENT FUNDS, INC., a Maryland corporation (the "Corporation"), on
behalf of its series Mercury U.S. Large Cap 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;
<PAGE> 2
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.
2
<PAGE> 3
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.
3
<PAGE> 4
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).
4
<PAGE> 5
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
5
<PAGE> 6
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
6
<PAGE> 7
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
7
<PAGE> 8
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).
8
<PAGE> 9
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
9
<PAGE> 10
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
10
<PAGE> 11
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
11
<PAGE> 12
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 A 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
12
<PAGE> 13
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.
13
<PAGE> 14
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. LARGE CAP FUND
By
--------------------------------------------
Title:
MERCURY FUNDS DISTRIBUTOR, a division of
PRINCETON FUNDS DISTRIBUTOR, INC.
By
-------------------------------------------
Title:
14
<PAGE> 15
EXHIBIT A
MERCURY ASSET MANAGEMENT FUNDS, INC.
ON BEHALF OF ITS SERIES,
MERCURY U.S. LARGE CAP 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. Large Cap 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, Merrill Lynch,
Pierce, Fenner & Smith 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 __________ __, 19__. 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 Merrill Lynch Mutual
Fund Adviser program and such other special
<PAGE> 16
programs as we from time to time agree, in which case you shall have authority
to offer and sell Class A 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., P.O. Box 9081, Princeton, New Jersey
08543-9081, 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.
2
<PAGE> 17
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.
3
<PAGE> 18
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
----------------------------------------
Title:
Please return one signed copy
of this Agreement to:
MERCURY FUNDS DISTRIBUTOR, a division of
PRINCETON FUNDS DISTRIBUTOR, INC.
P.O. Box 9081
Princeton, New Jersey 08543-9081
Accepted:
------------------------------------
(Authorized Signature)
Firm Name:
--------------------------
By:
---------------------------------
Title:
------------------------------
Address:
----------------------------
------------------------------------
Date:
-------------------------------
4
<PAGE> 19
EXHIBIT B
MERCURY ASSET MANAGEMENT FUNDS, INC.
ON BEHALF OF ITS SERIES,
MERCURY U.S. LARGE CAP 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. Large Cap 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,
___________________, 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 Merrill Lynch 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.
<PAGE> 20
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
2
<PAGE> 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.
3
<PAGE> 22
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:
---------------------------------------
Title:
------------------------------------
Please return one signed copy
of this Agreement to:
MERCURY FUNDS DISTRIBUTOR, a division of
PRINCETON FUNDS DISTRIBUTOR, INC.
P.O. Box 9081
Princeton, New Jersey 08543-908l
Accepted:
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(Authorized Signature)
Firm Name:
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By:
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Title:
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Address:
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Date:
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EXHIBIT 7
AGREEMENT BETWEEN
BROWN BROTHERS HARRIMAN & CO.
AND
MERCURY ASSET MANAGEMENT FUNDS, INC.
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CUSTODIAN AGREEMENT
AGREEMENT made this 27th day of October, 1998, between MERCURY ASSET
MANAGEMENT MASTER FUNDS, INC. (the "Fund") and each of its Portfolios listed in
Appendix B attached hereto as said Exhibit may from time to time be revised
collectively, the "Series") and Brown Brothers Harriman & Co. (the "Custodian").
WITNESSETH: That in consideration of the mutual covenants and agreements
herein contained, the parties hereto agree as follows:
1. The Fund hereby employs and appoints the Custodian as a custodian for
the term and subject to the provisions of this Agreement. The Custodian shall
not be under any duty or obligation to require the Fund to deliver to it any
securities or funds owned by the Fund and shall have no responsibility or
liability for or on account of securities or funds not so delivered. The Fund
will deposit with the Custodian copies of the Certificate of Incorporation and
By-Laws (or comparable documents) of the Fund and all amendments thereto, and
copies of such votes and other proceedings of the Fund as may be necessary for
or convenient to the Custodian in the performance of its duties.
2. Except for securities and funds held by subcustodians appointed
pursuant to the provisions of Section 3 hereof, the Custodian shall have and
perform the following powers and duties:
A. Safekeeping - To keep safely the securities of the Fund that have been
delivered to the Custodian and from time to time to receive delivery of
securities for safekeeping.
B. Manner of Holding Securities - To hold securities of the Fund (1) by
physical possession of the share certificates or other instruments representing
such securities in registered or bearer form, or (2) in book-entry form by a
Securities System (as said term is defined in Section 2S).
C. Registered Name; Nominee - To hold registered securities of the Fund
(1) in the name or any nominee name of the Custodian or the Fund, or in the name
or any nominee name of any agent appointed pursuant to Section 5E, or (2) in
street certificate form, so-called, and in any case with or
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without any indication of fiduciary capacity.
D. Purchases - Upon receipt of Proper Instructions, as defined in Section
V on Page 14, insofar as funds are available for the purpose, to pay for and
receive securities purchased for the account of the Fund, payment being made
only upon receipt of the securities (1) by the Custodian, or (2) by a clearing
corporation of a national securities exchange of which the Custodian is a
member, or (3) by a Securities System. However, (i) in the case of repurchase
agreements entered into by the Fund, the Custodian may release funds to a
Securities System or to a Subcustodian prior to the receipt of advice from the
Securities System or Subcustodian that the securities underlying such repurchase
agreement have been transferred by book entry into the Account (as defined in
Section 2S) of the Custodian maintained with such Securities System or
Subcustodian, so long as such payment instructions to Securities System or
Subcustodian include a requirement that delivery is only against payment of
securities, and (ii) in the case of time deposits, call account deposits,
currency deposits, and other deposits, contracts or options pursuant to Sections
2K, 2L and 2M, the Custodian may make payment therefor without receiving an
instrument evidencing said deposit so long as such payment instructions detail
specific securities to be acquired.
E. Exchanges - Upon receipt of proper instructions, to exchange securities
held by it for the account of the Fund for other securities in connection with
any reorganization, recapitalization, split-up of shares, change of par value,
conversion or other event, and to deposit any such securities in accordance with
the terms of any reorganization or protective plan. Without such instructions,
the Custodian may surrender securities in temporary form for definitive
securities, may surrender securities for transfer into a name or nominee name as
permitted in Section 2C, and may surrender securities for a different number of
certificates or instruments representing the same number of shares or same
principal amount of indebtedness, provided the securities to be issued are to be
delivered to the Custodian and further provided custodian shall at the time of
surrendering securities or instruments receive a receipt or other evidence of
ownership thereof.
F. Sales of Securities - Upon receipt of proper instructions, to make
delivery of securities
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which have been sold for the account of the Fund, but only against payment
therefor (1) in cash, by a certified check, bank cashier's check, bank credit,
or bank wire transfer, or (2) by credit to the account of the Custodian with a
clearing corporation of a national securities exchange of which the Custodian is
a member, or (3) by credit to the account of the Custodian or an Agent of the
Custodian with a Securities System.
G. Depositary Receipts - Upon receipt of proper instructions, to instruct
a subcustodian appointed pursuant to Section 3 hereof (a "Subcustodian") or an
agent of the Custodian appointed pursuant to Section 5E hereof (an "Agent") to
surrender securities to the depositary used by an issuer of American Depositary
Receipts or International Depositary Receipts (hereinafter collectively
referred to as "ADRs") for such securities against a written receipt therefor
adequately describing such securities and written evidence satisfactory to the
Subcustodian or Agent that the depositary has acknowledged receipt of
instructions to issue with respect to such securities ADRs in the name of the
Custodian, or a nominee of the Custodian, for delivery to the Custodian in
Boston, Massachusetts, or at such other place as the Custodian may from time to
time designate.
Upon receipt of proper instructions, to surrender ADRs to the issuer
thereof against a written receipt therefor adequately describing the ADRs
surrendered and written evidence satisfactory to the Custodian that the issuer
of the ADRs has acknowledged receipt of instructions to cause its depositary to
deliver the securities underlying such ADRs to a Subcustodian or an Agent.
H. Exercise of Rights; Tender Offers - Upon timely receipt of proper
instructions, to deliver to the issuer or trustee thereof, or to the agent of
either, warrants, puts, calls, rights or similar securities for the purpose of
being exercised or sold, provided that the new securities and cash, if any,
acquired by such action are to be delivered to the Custodian, and, upon receipt
of proper instructions, to deposit securities upon invitations for tenders of
securities, provided that the consideration is to be paid or delivered or the
tendered securities are to be returned to the Custodian.
I. Stock Dividends, Rights, Etc. - To receive and collect all stock
dividends, rights and other items of like nature; and to deal with the same
pursuant to proper instructions relative thereto.
J. Borrowings - Upon receipt of proper instructions, to deliver securities
of the Fund to
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lenders or their agents as collateral for borrowings effected by the Fund,
provided that such borrowed money is payable to or upon the Custodian's order as
Custodian for the Fund.
K. Demand Deposit Bank Accounts - To open and operate an account or
accounts in the name of the Fund on the Custodian's books subject only to draft
or order by the Custodian. All funds received by the Custodian from or for the
account of the Fund shall be deposited in said account(s). The responsibilities
of the Custodian to the Fund for deposits accepted on the Custodian's books
shall be that of a U. S. bank for a similar deposit.
If and when authorized by proper instructions, the Custodian may open and
operate an additional account(s) in such other banks or trust companies as may
be designated by the Fund in such instructions (any such bank or trust company
so designated by the Fund being referred to hereafter as a "Banking
Institution"), provided that such account(s) shall be in the name of the
Custodian for account of the Fund and subject only to the Custodian's draft or
order. Such accounts may be opened with Banking Institutions in the United
States and in other countries and may be denominated in either U. S. Dollars or
other currencies as the Fund may determine. All such deposits shall be deemed to
be portfolio securities of the Fund and accordingly the responsibility of the
Custodian therefore shall be the same as and neither lesser nor greater than the
Custodian's responsibility in respect of other portfolio securities of the Fund.
L. Interest Bearing Call or Time Deposits - To place interest bearing
fixed term and call deposits with such banks and in such amounts as the Fund may
authorize pursuant to proper instructions. Such deposits may be placed with the
Custodian or with Subcustodians or other Banking Institutions as the Fund may
determine. Deposits may be denominated in U. S. Dollars or other currencies and
need not be evidenced by the issuance or delivery of a certificate to the
Custodian, provided that the Custodian shall include in its records with respect
to the assets of the Fund, appropriate notation as to the amount and currency of
each such deposit, the accepting Banking Institution, and other appropriate
details. Such deposits, other than those placed with the Custodian, shall be
deemed portfolio securities of the Fund and the responsibilities of the
Custodian therefor shall be the same as those for demand deposit bank accounts
placed with other banks, as
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described in Section K of this agreement. The responsibility of the Custodian
for such deposits accepted on the Custodian's books shall be that of a U. S.
bank for a similar deposit.
M. Foreign Exchange Transactions and Futures Contracts - Pursuant to
proper instructions, to enter into foreign exchange contracts or options to
purchase and sell foreign currencies for spot and future delivery on behalf and
for the account of the Fund. Such transactions may be undertaken by the
Custodian with such Banking Institutions, including the Custodian and
Subcustodian(s) as principals, as approved and authorized by the Fund. Foreign
exchange contracts and options other than those executed with the Custodian,
shall be deemed to be portfolio securities of the Fund and the responsibilities
of the Custodian therefor shall be the same as those for demand deposit bank
accounts placed with other banks as described in Section 2-K of this agreement.
Upon receipt of proper instructions, to receive and retain confirmations
evidencing the purchase or sale of a futures contract or an option on a futures
contract by the Fund; to deposit and maintain in a segregated account, for the
benefit of any futures commission merchant or to pay to such futures commission
merchant, assets designated by the fund as initial, maintenance or variation
"margin" deposits intended to secure the Fund's performance of its obligations
under any futures contracts purchased or sold or any options on futures
contracts written by the Fund, in accordance with the provisions of any
agreement or agreements among any of the Fund, the Custodian and such futures
commission merchant, designated to comply with the rules of the Commodity
Futures Trading Commission and/or any contract market, or any similar
organization or organizations, regarding such margin deposits; and to release
and/or transfer assets in such margin accounts only in accordance with any such
agreements or rules.
N. Stock Loans - Upon receipt of proper instructions to deliver securities
of the Fund, in connection with loans of securities by the Fund, to the borrower
thereof upon the receipt of the cash collateral, if any, for such borrowing. In
the event U.S. Government securities are to be used as collateral, the Custodian
will not release the securities to be loaned until it has received confirmation
that such collateral has been delivered to the Custodian. The Custodian and Fund
understand that the timing of receipt of such confirmation will normally require
that the delivery of
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securities to be loaned will be made one day after receipt of the U. S.
Government collateral.
O. Collections - To collect, receive and deposit in said account or
accounts all income and other payments with respect to the securities held
hereunder, and to execute ownership and other certificates and affidavits for
all federal and state tax purposes in connection with receipt of income or other
payments with respect to securities of the Fund or in connection with transfer
of securities, and pursuant to proper instructions to take such other actions
with respect to collection or receipt of funds or transfer of securities which
involve an investment decision.
P. Dividends, Distributions and Redemptions - Upon receipt of proper
instructions from the Fund, or upon receipt of instructions from the Fund's
shareholder servicing agent or agent with comparable duties (the "Shareholder
Servicing Agent") (given by such person or persons and in such manner on behalf
of the Shareholder Servicing Agent as the Fund shall have authorized), the
Custodian shall release funds or securities to the Shareholder Servicing Agent
or otherwise apply funds or securities, insofar as available, for the payment of
dividends or other distributions to Fund shareholders. Upon receipt of proper
instructions from the Fund, or upon receipt of instructions from the Shareholder
Servicing Agent (given by such person or persons and in such manner on behalf of
the Shareholder Servicing Agent as the Fund shall have authorized), the
Custodian shall release funds or securities, insofar as available, to the
Shareholder Servicing Agent or as such Agent shall otherwise instruct for
payment to Fund shareholders who have delivered to such Agent a request for
repurchase or redemption of their shares of capital stock of the Fund.
Q. Proxies, Notices, Etc. - Promptly to deliver or mail to the Fund all
forms of proxies and all notices of meetings and any other notices or
announcements affecting or relating to securities owned by the Fund that are
received by the Custodian, and upon receipt of proper instructions, to execute
and deliver or cause its nominee to execute and deliver such proxies or other
authorizations as may be required. Neither the Custodian nor its nominee shall
vote upon any of such securities or execute any proxy to vote thereon or give
any consent or take any other action with respect thereto (except as otherwise
herein provided) unless ordered to do so by proper instructions.
R. Bills - Upon receipt of proper instructions from the Administrator, to
pay or cause to be
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paid, insofar as funds are available for the purpose, bills, statements, or
other obligations of the Fund.
S. Deposit of Fund Assets in Securities Systems - The Custodian may
deposit and/or maintain securities owned by the Fund in (i) The Depository Trust
Company, (ii) any book-entry system as provided in Subpart O of Treasury
Circular No. 300, 31 CFR 306, Subpart B of 31 CFR Part 350, or the book-entry
regulations of federal agencies substantially in the form of Subpart O, or (iii)
any other domestic clearing agency registered with the Securities and Exchange
Commission under Section 17A of the Securities Exchange Act of 1934 which acts
as a securities depository and whose use the Fund has previously approved in
writing (each of the foregoing being referred to in this Agreement as a
"Securities System"). Utilization of a Securities System shall be in accordance
with applicable Federal Reserve Board and Securities and Exchange Commission
rules and regulations, if any, and subject to the following provisions:
1) The Custodian may deposit and/or maintain Fund securities, either
directly or through one or more Agents appointed by the Custodian (provided that
any such agent shall be qualified to act as a custodian of the Fund pursuant to
the Investment Company Act of 1940 and the rules and regulations thereunder), in
a Securities System provided that such securities are represented in an account
("Account") of the Custodian or such Agent in the Securities System which shall
not include any assets of the Custodian or Agent other than assets held as a
fiduciary, custodian, or otherwise for customers;
2) The records of the Custodian with respect to securities of the Fund
which are maintained in a Securities System shall identify by book-entry those
securities belonging to the Fund;
3) The Custodian shall pay for securities purchased for the account of the
Fund upon (i) receipt of advice from the Securities System that such securities
have been transferred to the Account, and (ii) the making of an entry on the
records of the Custodian to reflect such payment and transfer for the account of
the Fund. The Custodian shall Transfer securities sold for the account of the
Fund upon (i) receipt of advice from the Securities System that payment for such
securities has been transferred to the Account, and (ii) the making of an entry
on the records of the Custodian to
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reflect such transfer and payment for the account of the Fund. Copies of all
advices from the Securities System of transfers of securities for the account of
the Fund shall identify the Fund, be maintained for the Fund by the Custodian or
an Agent as referred to above, and be provided to the Fund at its request. The
Custodian shall furnish the Fund confirmation of each transfer to or from the
account of the Fund in the form of a written advice or notice and shall furnish
to the Fund copies of daily transaction sheets reflecting each day's
transactions in the Securities System for the account of the Fund on the next
business day;
4) The Custodian shall provide the Fund with any report obtained by the
Custodian or any Agent as referred to above on the Securities System's
accounting system, internal accounting control and procedures for safeguarding
securities deposited in the Securities System; and the Custodian and such Agents
shall send to the Fund such reports on their own systems of internal accounting
control as the Fund may reasonably request from time to time.
5) At the written request of the Fund, the Custodian will terminate the
use of any such Securities System on behalf of the Fund as promptly as
practicable.
T. Other Transfers - Upon receipt of Proper Instructions, to deliver
securities, funds and other property of the Fund to a Subcustodian or another
custodian of the Fund; and, upon receipt of proper instructions, to make such
other disposition of securities, funds or other property of the Fund in a manner
other than or for purposes other than as enumerated elsewhere in this Agreement,
provided that the instructions relating to such disposition shall include a
statement of the purpose for which the delivery is to be made, the amount of
securities to be delivered and the name of the person or persons to whom
delivery is to be made.
U. Investment Limitations - In performing its duties generally, and more
particularly in connection with the purchase, sale and exchange of securities
made by or for the Fund, the Custodian may assume unless and until notified in
writing to the contrary that proper instructions received by it are not in
conflict with or in any way contrary to any provisions of the Fund's Certificate
of Incorporation or By-Laws (or comparable documents) or votes or proceedings of
the shareholders or Directors of the Fund. The Custodian shall in no event be
liable to the Fund and
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shall be indemnified by the Fund for any violation which occurs in the course of
carrying out instructions given by the Fund of any investment limitations to
which the Fund is subject or other limitations with respect to the Fund's powers
to make expenditures, encumber securities, borrow or take similar actions
affecting its portfolio.
V. Proper Instructions - Proper instructions shall mean a tested telex
from the Fund or a written request, direction, instruction or certification
signed or initialed on behalf of the Fund by two or more persons as the Board of
Directors of the Fund shall have from time to time authorized, provided,
however, that no such instructions directing the delivery of securities or the
payment of funds to an authorized signatory of the Fund shall be signed by such
person. Those persons authorized to give proper instructions may be identified
by the Board of Directors by name, title or position and will include at least
one officer empowered by the Board to name other individuals who are authorized
to give proper instructions on behalf of the Fund. Telephonic or other oral
instructions given by any one of the above persons will be considered proper
instructions if the Custodian reasonably believes them to have been given by a
person authorized to give such instructions with respect to the transaction
involved. Oral instructions will be confirmed by tested telex or in writing in
the manner set forth above but the lack of such confirmation shall in no way
affect any action taken by the Custodian in reliance upon such oral
instructions. The Fund authorizes the Custodian to tape record any and all
telephonic or other oral instructions given to the Custodian by or on behalf of
the Fund (including any of its officers, Directors, employees or agents) and
will deliver to the Custodian a similar authorization from any investment
manager or adviser or person or entity with similar responsibilities which is
authorized to give proper instructions on behalf of the Fund to the Custodian.
Proper instructions may relate to specific transactions or to types or classes
of transactions, and may be in the form of standing instructions.
Proper instructions may include communications effected directly between
electro-mechanical or electronic devices or systems, in addition to tested
telex, provided that the Fund and the Custodian agree to the use of such device
or system.
3. Securities, funds and other property of the Fund may be held by
subcustodians appointed
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pursuant to the provisions of this Section 3 (a "Subcustodian"). The Custodian
may, at any time and from time to time, appoint any bank or trust company
(meeting the requirements of a custodian or a foreign custodian under the
Investment Company Act of 1940 and the rules and regulations thereunder) to act
as a Subcustodian for the Fund, provided that the Fund shall have approved in
writing (1) any such bank or trust company and the subcustodian agreement to be
entered into between such bank or trust company and the Custodian, and (2) if
the subcustodian is a bank organized under the laws of a country other than the
United States, the holding of securities, cash and other property of the Fund in
the country in which it is proposed to utilize the services of such
subcustodian. Upon such approval by the Fund, the Custodian is authorized on
behalf of the Fund to notify each Subcustodian of its appointment as such. The
Custodian may, at any time in its discretion, remove any bank or trust company
that has been appointed as a Subcustodian but will promptly notify the Fund of
any such action.
Those Subcustodians, their offices or branches which the Fund has approved
to date are set forth on Appendix A hereto. Such Appendix shall be amended from
time to time as Subcustodians, branches or offices are changed, added or
deleted. The Fund shall be responsible for informing the Custodian sufficiently
in advance of a proposed investment which is to be held at a location not listed
on Appendix A, in order that there shall be sufficient time for the Fund to give
the approval required by the preceding paragraph and for the Custodian to put
the appropriate arrangements in place with such Subcustodian pursuant to such
subcustodian agreement.
Although the Fund does not intend to invest in a country before the
foregoing procedures have been completed, in the event that an investment is
made prior to approval, if practical, such security shall be removed to an
approved location or if not practical such security shall be held by such agent
as the Custodian may appoint. In such event, the Custodian shall be liable to
the Fund for the actions of such agent if and only to the extent the Custodian
shall have recovered from such agent for any damages caused the Fund by such
agent and provided that the Custodian shall pursue its rights against such
agent.
In the event that any Subcustodian appointed pursuant to the provisions of
this Section 3 fails
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to perform any of its obligations under the terms and conditions of the
applicable subcustodian agreement, the Custodian shall use its best efforts to
cause such Subcustodian to perform such obligations. In the event that the
Custodian is unable to cause such Subcustodian to perform fully its obligations
thereunder, the Custodian shall forthwith upon the Fund's request terminate such
Subcustodian and, if necessary or desirable, appoint another subcustodian in
accordance with the provisions of this Section 3. At the election of the Fund,
it shall have the right to enforce, to the extent permitted by the subcustodian
agreement and applicable law, the Custodian's rights against any such
Subcustodian for loss or damage caused the Fund by such Subcustodian.
At the written request of the Fund, the Custodian will terminate any
subcustodian Appointed pursuant to the provisions of this Section 3 in
accordance with the termination provisions under the applicable subcustodian
agreement. The Custodian will not amend any subcustodian agreement or agree to
change or permit any changes thereunder except upon the prior written approval
of the Fund.
In the event the Custodian receives a claim from a Subcustodian under the
indemnification provisions of any subcustodian agreement, the Custodian shall
promptly give written notice to the Fund of such claim. No more than thirty days
after written notice to the Fund of the Custodian's intention to make such
payment, the Fund will reimburse the Custodian the amount of such payment except
in respect of any negligence or misconduct of the Custodian.
4. The Custodian may assist generally in the preparation of reports to
Fund shareholders and others, audits of accounts, and other ministerial matters
of like nature.
5. A. The Custodian shall not be liable for any action taken or omitted in
reliance upon proper instructions believed by it to be genuine or upon any other
written notice, request, direction, instruction, certificate or other instrument
believed by it to be genuine and signed by the proper party or parties. The
Chairman of the Board of the Fund shall certify to the Custodian the names,
signatures and scope of authority of all persons authorized to give proper
instructions or any other such notice, request, direction, instruction,
certificate or instrument on behalf of the Fund, the names and signatures of the
officers of the Fund, the name and address of the Shareholder Servicing
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Agent, and any resolutions, votes, instructions or directions of the Fund's
Board of Directors or shareholders. Such certificate may be accepted and relied
upon by the Custodian as conclusive evidence of the facts set forth therein and
may be considered in full force and effect until receipt of a similar
certificate to the contrary.
So long as and to the extent that it is in the exercise of reasonable
care, the Custodian shall not be responsible for the title, validity or
genuineness of any property or evidence of title thereto received by it or
delivered by it pursuant to this Agreement.
The Custodian shall be entitled, at the expense of the Fund, (but only to
the extent such expenses are reasonable) to receive and act upon advice of
counsel (who may be counsel for the Fund) on all matters, and the Custodian
shall be without liability for any action reasonably taken or omitted pursuant
to such advice.
B. With respect to the portfolio securities, cash and other property of
the Fund held by a Securities System, the Custodian shall be liable to the Fund
only for any loss or damage to the Fund resulting from use of the Securities
System if caused by any negligence, misfeasance or misconduct of the Custodian
or any of its agents or of any of its or their employees or from any failure of
the Custodian or any such agent to enforce effectively such rights as it may
have against the Securities System.
C. The Custodian shall be liable to the Fund for any loss or damage to the
Fund caused by or resulting from the acts or omissions of any Subcustodian if
such acts or omissions would be deemed to be negligence, gross negligence or
willful misconduct hereunder if such acts or omissions were those of the
Custodian taken or omitted by the Custodian in the country in which the
Subcustodian is operating. The Custodian shall also be liable to the Fund for
its own negligence in transmitting any instructions received by it from the Fund
and for its own negligence in connection with the delivery of any securities or
funds held by it to any Subcustodian.
D. Except as may otherwise be set forth in this Agreement with respect to
particular matters, the Custodian shall be held only to the exercise of
reasonable care and diligence in carrying out the provisions of this Agreement,
provided that the Custodian shall not thereby be required to
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take any action which is in contravention of any applicable law. However,
nothing herein shall exempt the Custodian from liability due to its own
negligence or willful misconduct. The Fund agrees to indemnify and hold harmless
the Custodian and its nominees from all claims and liabilities (including
reasonable counsel fees) incurred or assessed against it or its nominees in
connection with the performance of this Agreement, except such as may arise from
its or its nominee's breach of the relevant standard of conduct set forth in
this Agreement. Without limiting the foregoing indemnification obligation of the
Fund, the Fund agrees to indemnify the Custodian and its nominees against any
liability the Custodian or such nominee may incur by reason of taxes assessed to
the Custodian or such nominee or other costs, liability or expense incurred by
the Custodian or such nominee resulting directly or indirectly from the fact
that portfolio securities or other property of the Fund is registered in the
name of the Custodian or such nominee.
In order that the indemnification provisions contained in this Paragraph
5-C shall apply, however, it is understood that if in any case the Fund may be
asked to indemnify or hold the Custodian harmless, the Fund shall be fully and
promptly advised of all pertinent facts concerning the situation in question,
and it is further understood that the Custodian will use all reasonable care to
identify and notify the Fund promptly concerning any situation which presents or
appears likely to present the probability of such a claim for indemnification
against the Fund. The Fund shall have the option to defend the Custodian against
any claim which may be the subject of this indemnification, and in the event
that the Fund so elects it will so notify the Custodian, and thereupon the Fund
shall take over complete defense of the claim, and the Custodian shall in such
situation initiate no further legal or other expenses for which it shall seek
indemnification under this Paragraph 5-C. The Custodian shall in no case confess
any claim or make any compromise in any case in which the Fund will be asked to
indemnify the Custodian except with the Fund's prior written consent.
It is also understood that the Custodian shall not be liable for any loss
involving any securities, currencies, deposits or other property of the Fund,
whether maintained by it, a
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Subcustodian, an agent of the Custodian or a Subcustodian, a Securities System,
or a Banking Institution, or a loss arising from a foreign currency transaction
or contract, resulting from a Sovereign Risk. A "Sovereign Risk" shall mean
nationalization, expropriation, devaluation, revaluation, confiscation, seizure,
cancellation, destruction or similar action by any governmental authority, de
facto or de jure; or enactment, promulgation, imposition or enforcement by any
such governmental authority of currency restrictions, exchange controls, taxes,
levies or other charges affecting the Fund's property; or acts of war,
terrorism, insurrection or revolution; or any other similar act or event beyond
the Custodian's control.
E. The Custodian shall be entitled to receive reimbursement from the Fund
on demand, in the manner provided in Section 6, for its cash disbursements,
expenses and charges (including the fees and expenses of any Subcustodian or any
Agent) in connection with this Agreement, but excluding salaries and usual
overhead expenses.
F. The Custodian may at any time or times in its discretion appoint (and
may at any time remove) any other bank or trust company as its agent (an
"Agent") to carry out such of the provisions of this Agreement as the Custodian
may from time to time direct, provided, however, that the appointment of such
Agent (other than an Agent appointed pursuant to the third paragraph of Section
3) shall not relieve the Custodian of any of its responsibilities under this
agreement.
G. Upon request, the Fund shall deliver to the Custodian such proxies,
powers of attorney or other instruments as may be reasonable and necessary or
desirable in connection with the performance by the Custodian or any
Subcustodian of their respective obligations under this Agreement or any
applicable subcustodian agreement.
6. The Fund shall pay the Custodian a custody fee based on such fee
schedule as may from time to time be agreed upon in writing by the Custodian and
the Fund. Such fee, together with all amounts for which the Custodian is to be
reimbursed in accordance with Section 5D, shall be billed to the Fund in such a
manner as to permit payment by a direct cash payment to the Custodian.
7. This Agreement shall continue in full force and effect until terminated
by either party by an instrument in writing delivered or mailed, postage
prepaid, to the other party, such termination to
15
<PAGE> 16
take effect not sooner than seventy five (75) days after the date of such
delivery or mailing. In the event of termination the Custodian shall be entitled
to receive prior to delivery of the securities, funds and other property held by
it all accrued fees and unreimbursed expenses the payment of which is
contemplated by Sections 5D and 6, upon receipt by the Fund of a statement
setting forth such fees and expenses.
In the event of the appointment of a successor custodian, it is agreed
that the funds and securities owned by the Fund and held by the Custodian or any
Subcustodian shall be delivered to the successor custodian, and the Custodian
agrees to cooperate with the Fund in execution of documents and performance of
other actions necessary or desirable in order to substitute the successor
custodian for the Custodian under this Agreement.
8. This Agreement constitutes the entire understanding and agreement of
the parties hereto with respect to the subject matter hereof. No provision of
this Agreement may be amended or terminated except by a statement in writing
signed by the party against which enforcement of the amendment or termination is
sought.
In connection with the operation of this Agreement, the Custodian and the
Fund may agree in writing from time to time on such provisions interpretative of
or in addition to the provisions of this Agreement as may in their joint opinion
be consistent with the general tenor of this Agreement. No interpretative or
additional provisions made as provided in the preceding sentence shall be deemed
to be an amendment of this Agreement.
9. This instrument is executed and delivered in The Commonwealth of
Massachusetts and shall be governed by and construed according to the laws of
said Commonwealth.
10. Notices and other writings delivered or mailed postage prepaid to the
Fund addressed to Mercury Asset Management International Limited, 33 King
William Street, London EC4R 9A5, England or to such other address as the Fund
may have designated to the Custodian in writing, or to the Custodian at 40 Water
Street, Boston, Massachusetts 02109, Attention: Manager, Securities Department,
or to such other address as the Custodian may have designated to the Fund in
writing, shall be deemed to have been properly delivered or given hereunder to
the respective addressee.
16
<PAGE> 17
11. This Agreement shall be binding on and shall inure to the benefit of
the Fund and the Custodian and their respective successors and assigns, provided
that neither party hereto may assign this Agreement or any of its rights or
obligations hereunder without the prior written consent of the other party.
12. This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original. This Agreement shall become effective when
one or more counterparts have been signed and delivered by each of the parties.
IN WITNESS WHEREOF, each of the parties has caused this Agreement to be
executed in its name and behalf on the day and year first above written.
BROWN BROTHERS HARRIMAN & CO.
By: /s/ Stokley P. Towles
---------------------------------
Name: Stokley P. Towles
-------------------------------
Title: Partner
------------------------------
MERCURY ASSET MANAGEMENT FUNDS, INC.
By: /s/ Gerald M. Richard
---------------------------------
Name: Gerald M. Richard
-------------------------------
Title: Treasurer
------------------------------
17
<PAGE> 18
APPENDIX "B"
TO
CUSTODIAN AGREEMENT
BETWEEN
MERCURY ASSET MANAGEMENT FUNDS, INC.
and
BROWN BROTHERS HARRIMAN & CO.
Dated as of October 27, 1998
The following is a list of Series for which the Custodian shall serve under a
Custodian Agreement dated as of October 27, 1998 (the "Agreement"):
MERCURY CORE U.S. GROWTH FUND
MERCURY EMERGING ECONOMIC MARKETS FUND
MERCURY GOLD & MINING FUND
MERCURY INTERNATIONAL FUND
MERCURY JAPAN CAPITAL FUND
MERCURY PAN-EUROPEAN GROWTH FUND
IN WITNESS WHEREOF, each of the parties hereto has caused this Appendix to be
executed in its name and on behalf of each such Fund.
MERCURY ASSET MANAGEMENT BROWN BROTHERS HARRIMAN & CO.
FUNDS, INC.
By: /s/ Gerald M. Richard By: /s/ Stokley P. Towles
-------------------------- -----------------------------
Name: Gerald M. Richard Name: Stokley P. Towles
Title: Treasurer Title: Partner
18
<PAGE> 1
EXHIBIT 8(a)
ADMINISTRATION AGREEMENT
AGREEMENT made as of _________________, 1998, by and between MERCURY ASSET
MANAGEMENT FUNDS, INC., a Maryland corporation (hereinafter referred to as the
"Corporation") on behalf of its series, MERCURY U.S. LARGE CAP FUND (hereinafter
referred to as the "Fund"), and FUND ASSET MANAGEMENT, L.P., a Delaware limited
partnership, (hereinafter referred to as the "Administrator").
W I T N E S S E T H:
WHEREAS, the Corporation is engaged in business as an open-end management
investment company registered under the Investment Company Act of 1940, as
amended (hereinafter referred to as the "Investment Company Act"); and
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; and
WHEREAS, the Directors have established and designated the Fund as a
series of the Corporation; and
WHEREAS, the Corporation desires to retain the Administrator to provide
management and administrative services to the Fund in the manner and on the
terms hereinafter set forth; and
WHEREAS, the Administrator is willing to provide management and
administrative services to the Fund on the terms and conditions hereafter set
forth;
<PAGE> 2
NOW, THEREFORE, in consideration of the premises and the covenants
hereinafter contained, the Corporation and the Administrator hereby agree as
follows:
ARTICLE I
DUTIES OF THE ADMINISTRATOR
The Corporation hereby employs the Administrator to act as a manager and
administrator of the Fund, and to furnish, or arrange for affiliates to furnish,
the management and administrative services described below, subject to review by
and the overall control of the Directors, for the period and on the terms and
conditions set forth in this Agreement. The Administrator hereby accepts such
employment and agrees during such period, at its own expense, to render, or
arrange for the rendering of, such services and to assume the obligations herein
set forth for the compensation provided for herein. The Administrator and its
affiliates shall for all purposes herein be deemed to be independent contractors
and shall, unless otherwise expressly provided or authorized, have no authority
to act for or represent the Corporation or the Fund in any way or otherwise be
deemed agents of the Corporation or the Fund.
Management Services. The Administrator shall perform (or arrange for the
performance by affiliates of) the management and administrative services
necessary for the operation of the Corporation and the Fund including
administering shareholder accounts and handling shareholder relations. The
Administrator shall provide the Corporation and the Fund with office space,
facilities, equipment and necessary personnel and such other services as the
Administrator, subject to review by the Directors, shall from time to time
determine to be necessary or useful to perform its obligations under this
Agreement. The Administrator shall also, on behalf of the Corporation and the
Fund, conduct relations with custodians, depositories, transfer agents, dividend
2
<PAGE> 3
disbursing agents, other shareholder servicing agents, accountants, attorneys,
underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and
such other persons in any such other capacity deemed to be necessary or
desirable. The Administrator shall make reports to the Directors of its
performance of obligations hereunder and furnish advice and recommendations with
respect to such other aspects of the business and affairs of the Fund as it
shall determine to be desirable.
ARTICLE II
ALLOCATION OF CHARGES AND EXPENSES
(a) The Administrator. The Administrator assumes and shall pay, or cause
its affiliate to pay, for maintaining the staff and personnel necessary to
perform its obligations under this Agreement, and shall, at its own expense,
provide the office space, facilities and necessary personnel which it is
obligated to provided under Article I hereof. The Administrator shall pay, or
cause its affiliate to pay, compensation of all Officers of the Corporation and
all Directors of the Corporation who are affiliated persons of the Administrator
or of an affiliate of the Administrator.
(b) The Corporation. The Corporation assumes and shall pay or cause to be
paid all other expenses of the Corporation and the Fund (except for the expenses
paid by the Mercury Funds Distributor division of Princeton Funds Distributor,
Inc. (the "Distributor")), including, without limitation: taxes, expenses for
legal and auditing services, costs of printing proxies, shareholder reports,
prospectuses and statements of additional information, charges of the custodian,
any sub-custodian and transfer agent, expenses of portfolio transactions,
expenses of redemption of shares, Securities and Exchange Commission fees,
expenses of registering the shares under Federal, state and foreign laws, fees
and actual out-of-pocket expenses of Directors who are not affiliated persons of
the Administrator, or of an affiliate of the Administrator, accounting and
pricing costs (including
3
<PAGE> 4
the daily calculation of the net asset value), insurance, interest, brokerage
costs, litigation and other extraordinary or non-recurring expenses, and other
expenses properly payable by the Corporation or the Fund. It is also understood
that the Corporation shall reimburse the Administrator for its costs in
providing accounting services to the Corporation and the Fund. The Distributor
will pay certain of the expenses of the Fund incurred in connection with the
continuous offering of shares of common stock in the Fund.
ARTICLE III
COMPENSATION OF THE ADMINISTRATOR
Administrative Fees. For the services rendered, the facilities
furnished and expenses assumed by the Administrator, the Fund shall pay to
the Administrator at the end of each calendar month a fee based upon the
average daily value of the net assets of the Fund, as determined and computed
in accordance with the description of the determination of net asset value
contained in the prospectus and statement of additional information, at the
annual rate of 0.25% of the average daily net assets of the Fund, commencing
on the day following effectiveness hereof. If this Agreement becomes
effective subsequent to the first day of a month or shall terminate before
the last day of a month, compensation for that part of the month this
Agreement is in effect shall be prorated in a manner consistent with the
calculation of the fee as set forth above. Payment of the Administrator's
compensation for the preceding month shall be made as promptly as possible
after completion of the computations contemplated above. During any period
when the determination of net asset value is suspended by the Directors, the
net asset value of a share as of the last business day prior to such
suspension shall for this purpose be deemed to be the net asset value at the
close of each succeeding business day until it is again determined.
4
<PAGE> 5
ARTICLE IV
LIMITATION OF LIABILITY OF THE ADMINISTRATOR
The Administrator shall not be liable for any error of judgment or mistake
of law or for any loss arising out of any act or omission in the management and
administration of the Corporation and the Fund, except for willful misfeasance,
bad faith or gross negligence in the performance of its duties, or by reason of
reckless disregard of its obligations and duties hereunder. As used in this
Article IV, the term "Administrator" shall include any affiliates of the
Administrator performing services for the Corporation or the Fund contemplated
hereby and partners, shareholders, directors, officers and employees of the
Administrator and such affiliates.
ARTICLE V
ACTIVITIES OF THE ADMINISTRATOR
The services of the Administrator to the Corporation and the Fund are not
to be deemed to be exclusive, and the Administrator and each affiliate is free
to render services to others. It is understood that Directors, officers,
employees and shareholders of the Corporation and the Fund are or may become
interested in the Administrator and its affiliates, as directors, officers,
employees, partners and shareholders or otherwise, and that the Administrator
and directors, officers, employees, partners and shareholders of the
Administrator and its affiliates are or may become similarly interested in the
Corporation or the Fund as shareholders or otherwise.
ARTICLE VI
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 thereafter and thereafter continue from
year to year, but only so long as such continuance is specifically approved at
least annually by (i) the Directors, and (ii) a majority of those
5
<PAGE> 6
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 the vote of a majority of the outstanding voting
securities of the Corporation, or by the Administrator, on sixty days' written
notice to the other party. This Agreement shall automatically terminate in the
event of its assignment.
ARTICLE VII
AMENDMENTS OF THIS AGREEMENT
This Agreement may be amended by the parties only if such amendment is
specifically approved 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.
ARTICLE VIII
DEFINITIONS OF CERTAIN TERMS
The terms "vote of 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
said Act.
ARTICLE IX
GOVERNING LAW
This Agreement shall be construed in accordance with laws of the State of
New York and the applicable provisions of the Investment Company Act. To the
extent that the applicable laws of
6
<PAGE> 7
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.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the date first above written.
MERCURY ASSET MANAGEMENT FUNDS, INC.
on behalf of its series,
MERCURY U.S. LARGE CAP FUND
By:
---------------------------
Title:
FUND ASSET MANAGEMENT, L.P.
By: PRINCETON SERVICES, INC.,
GENERAL PARTNER
By:
---------------------------
Title:
7
<PAGE> 1
EXHIBIT 8(b)
TRANSFER AGENCY, DIVIDEND DISBURSING AGENCY AND
SHAREHOLDER SERVICING AGENCY AGREEMENT
THIS AGREEMENT, made as of October 28, 1998, by and between MERCURY ASSET
MANAGEMENT FUNDS, INC., a Maryland corporation (the "Corporation"), on behalf of
itself and each of its series listed on Exhibit A (each, a "Fund") and FINANCIAL
DATA SERVICES, INC., a Florida corporation ("FDS").
WITNESSETH:
WHEREAS, the Corporation wishes to appoint FDS to be the Transfer Agent,
Dividend Disbursing Agent and Shareholder Servicing Agent for the Funds upon,
and subject to, the terms and provisions of this Agreement, and FDS is desirous
of accepting such appointment upon, and subject to, such terms and provisions;
NOW, THEREFORE, in consideration of mutual covenants contained in this
Agreement, the Corporation and FDS agree as follows:
1. APPOINTMENT OF FDS AS TRANSFER AGENT, DIVIDEND DISBURSING AGENT AND
SHAREHOLDER SERVICING AGENT.
(a) The Corporation hereby appoints FDS to act as Transfer Agent, Dividend
Disbursing Agent and Shareholder Servicing Agent for the Funds upon, and subject
to, the terms and provisions of this Agreement.
1
<PAGE> 2
(b) FDS hereby accepts the appointment as Transfer Agent, Dividend
Disbursing Agent and Shareholder Servicing Agent for the Funds, and agrees to
act as such upon, and subject to, the terms and provisions of this Agreement.
2. DEFINITIONS.
(a) In this Agreement:
(I) The term "Act" means the Investment Company Act of 1940 as amended
from time to time and any rule or regulation thereunder;
(II) The term "Account" means any account of a Shareholder, as defined
below, or, if the shares are held in an account in the name of a Broker-Dealer,
as defined below, for the benefit of an identified person, such account,
including a Plan Account, any account under a plan (by whatever name referred to
in the Prospectus) pursuant to the Self-Employed Individuals Retirement Act of
1962 ("Keogh Act Plan") and any account under a plan (by whatever name referred
to in the Prospectus) pursuant to Section 401(k) of the Internal Revenue Code
("Corporation Master Plan");
(III) The term "application" means an application made by a
shareholder or prospective shareholder respecting the opening of an Account;
(IV) The term "MFD" means Mercury Funds Distributor, a division of
Princeton Funds Distributor, Inc., a Delaware corporation;
(V) The term "Broker-Dealer" means a registered broker-dealer that
sells shares of the Funds pursuant to a selected dealers agreement with the
Corporation;
2
<PAGE> 3
(VI) The term "Officer's Instruction" means an instruction in writing
given on behalf of the Funds to FDS, and signed on behalf of the Funds by the
President, any Vice President, the Secretary or the Treasurer of the
Corporation;
(VII) The term "Plan Account" means an account opened by a Shareholder
or prospective Shareholder in respect to an open account, monthly payment or
withdrawal plan (in each case by whatever name referred to in the Prospectus),
and may also include an account relating to any other plan if and when provision
is made for such plan in the Prospectus;
(VIII) The term "Prospectus" means the Prospectus and the Statement of
Additional Information of the relevant Fund as from time to time in effect;
(IX) The term "Shareholder" means a holder of record of Shares;
(X) The term "Shares" means shares of stock of the Corporation
irrespective of class or series.
3. DUTIES OF FDS AS TRANSFER AGENT, DIVIDEND DISBURSING AGENT AND
SHAREHOLDER SERVICING AGENT.
(a) Subject to the succeeding provisions of the Agreement, FDS hereby
agrees to perform the following functions as Transfer Agent, Dividend Disbursing
Agent and Shareholder Servicing Agent for the Funds;
(I) Issuing, transferring and redeeming Shares;
(II) Opening, maintaining, servicing and closing Accounts;
(III) Acting as agent for the Fund's Shareholders and/or customers of
a Broker-Dealer in connection with Plan Accounts, upon the terms and subject to
the conditions contained in the Prospectus and application relating to the
specific Plan Account;
3
<PAGE> 4
(IV) Acting as agent of the Funds and/or a Broker-Dealer, maintaining
such records as may permit the imposition of such contingent deferred sales
charges as may be described in the Prospectus, including such reports as may be
reasonably requested by the Corporation with respect to such Shares as may be
subject to a contingent deferred sales charge;
(V) Upon the redemption of Shares subject to such a contingent
deferred sales charge, calculating and deducting from the redemption proceeds
thereof the amount of such charge in the manner set forth in the Prospectus. FDS
shall pay, on behalf of MFD, to a Broker-Dealer such deducted contingent
deferred sales charges imposed upon all Shares maintained in the name of that
Broker-Dealer, or maintained in the name of an account identified as a customer
account of that Broker-Dealer. Sales charges imposed upon any other Shares shall
be paid by FDS to MFD;
(VI) Exchanging the investment of a Shareholder into, or from, the
shares of other open-end investment companies or other series portfolios of the
Corporation, if any, if and to the extent permitted by the Prospectus at the
direction of such Shareholder;
(VII) Processing redemptions;
(VIII) Examining and approving legal transfers;
(IX) Furnishing such confirmations of transactions relating to their
Shares as required by applicable law;
(X) Acting as agent for the Corporation with respect to furnishing
each Shareholder such appropriate periodic statements relating to Accounts,
together with additional enclosures, including appropriate income tax
information and income tax forms duly completed, as
4
<PAGE> 5
required by applicable law, as well as furnishing such information to each
Broker-Dealer to enable the Broker-Dealer to provide such information to its
customers;
(XI) Acting as agent for the Corporation with respect to mailing
annual, semi-annual and quarterly reports prepared by or on behalf of the Funds,
and mailing new Prospectuses upon their issue to each Shareholder as required by
applicable law as well as causing such materials to be mailed to each
Broker-Dealer to enable the Broker-Dealer to deliver such materials to its
customers;
(XII) Furnishing such periodic statements of transactions effected by
FDS, reconciliations, balances and summaries as the Funds may reasonably
request;
(XIII) Maintaining such books and records relating to transactions
effected by FDS as are required by the Act, or by any other applicable provision
of law, rule or regulation, to be maintained by the Corporation or its transfer
agent with respect to such transactions, and preserving, or causing to be
preserved, any such books and records for such periods as may be required by any
such law, rule or regulation and as may be agreed upon from time to time between
FDS and the Corporation. In addition, FDS agrees to maintain and preserve master
files and historical computer tapes on a daily basis in multiple separate
locations a sufficient distance apart to ensure preservation of at least one
copy of such information;
(XIV) Withholding taxes on non-resident alien Accounts, preparing and
filing U.S. Treasury Department Form 1099 and other appropriate forms as
required by applicable law with respect to dividends and distributions; and
5
<PAGE> 6
(XV) Reinvesting dividends for full and fractional Shares and
disbursing cash dividends, as applicable, pursuant to instructions received from
the Shareholder at the time an Account is established.
(b) FDS agrees to act as proxy agent in connection with the holding of
annual, if any, and special meetings of Shareholders, mailing such notices,
proxies and proxy statements in connection with the holding of such meetings as
may be required by applicable law, receiving and tabulating votes cast by proxy
and communicating to the Corporation the results of such tabulation accompanied
by appropriate certificates, and preparing and furnishing to the Corporation
certified lists of Shareholders as of such date, in such form and containing
such information as may be required by the Corporation.
(c) FDS agrees to deal with, and answer in a timely manner, all
correspondence and inquiries relating to the functions of FDS under this
Agreement with respect to Accounts.
(d) FDS agrees to furnish to the Corporation such information and at such
intervals as is necessary for the Funds to comply with the registration and/or
the reporting requirements (including applicable escheat laws) of the Securities
and Exchange Commission, Blue Sky authorities or other governmental authorities.
(e) FDS agrees to provide to the Corporation such information as may
reasonably be required to enable the Funds to reconcile the number of
outstanding Shares between FDS's records and the account books of the
Corporation.
(f) Notwithstanding anything in the foregoing provisions of this
paragraph, FDS agrees to perform its functions thereunder subject to such
modification (whether in respect of
6
<PAGE> 7
particular cases or in any particular class of cases) as may from time to time
be agreed in a writing signed by both parties.
4. COMPENSATION.
(a) The Corporation agrees to pay FDS the fees and charges, as well as
FDS' out of pocket costs, for services described in this Agreement as set forth
in the Schedule of Fees attached hereto.
5. RIGHT OF INSPECTION.
(a) FDS agrees that it will, in a timely manner, make available to, and
permit, any officer, accountant, attorney or authorized agent of the Corporation
to examine and make transcripts and copies (including photocopies and computer
or other electronical information storage media and print-outs) of any and all
of its books and records which relate to any transaction or function performed
by FDS under or pursuant to this Agreement.
6. CONFIDENTIAL RELATIONSHIP.
(a) FDS agrees that it will, on behalf of itself and its officers and
employees, treat all transactions contemplated by this Agreement, and all
information germane thereto, as confidential and not to be disclosed to any
person (other than the Shareholder concerned, or the Corporation, or as may be
disclosed in the examination of any books or records by any person lawfully
entitled to examine the same) except as may be authorized by the Corporation by
way of an Officer's Instruction.
7. INDEMNIFICATION.
(a) The Corporation shall indemnify and hold FDS harmless from any loss,
costs, damage and reasonable expenses, including reasonable attorney's fees
(provided that such
7
<PAGE> 8
attorney is appointed with the Corporation's consent, which consent shall not be
unreasonably withheld) incurred by it resulting from any claim, demand, action
or suit in connection with the performance of its duties hereunder, provided
that this indemnification shall not apply to actions or omissions of FDS in
cases of willful misconduct, failure to act in good faith or negligence by FDS,
its officers, employees or agents, and further provided that prior to confessing
any claim against it which may be subject to this indemnification, FDS shall
give the Corporation reasonable opportunity to defend against said claim in its
own name or in the name of FDS. An action taken by FDS upon any Officer's
Instruction reasonably believed by it to have been properly executed shall not
constitute willful misconduct, failure to act in good faith or negligence under
this Agreement.
8. REGARDING FDS.
(a) FDS hereby agrees to hire, purchase, develop and maintain such
dedicated personnel, facilities, equipment, software, resources and capabilities
as both parties may mutually determine to be reasonably necessary for the
satisfactory performance of the duties and responsibilities of FDS. FDS warrants
and represents that its officers and supervisory personnel charged with carrying
out its functions as Transfer Agent, Dividend Disbursing Agent and Shareholder
Servicing Agent for the Corporation possess the special skill and technical
knowledge appropriate for that purpose. FDS shall at all times exercise due care
and diligence in the performance of its functions as Transfer Agent, Dividend
Disbursing Agent and Shareholder Servicing Agent for the Corporation. FDS agrees
that, in determining whether it has exercised due care and diligence, its
conduct shall be measured by the standard applicable to persons possessing such
special skill and technical knowledge.
8
<PAGE> 9
(b) FDS warrants and represents that it is duly authorized and permitted
to act as Transfer Agent, Dividend Disbursing Agent and Shareholder Servicing
Agent under all applicable laws and that it will immediately notify the
Corporation of any revocation of such authority or permission or of the
commencement of any proceeding or other action which may lead to such
revocation.
9. TERMINATION.
(a) This Agreement shall become effective as of the date first above
written and shall remain in force for two years thereafter and shall thereafter
continue from year to year. This Agreement may be terminated by the Corporation
or FDS (without penalty to the Corporation or FDS) provided that the terminating
party gives the other party written notice of such termination at least sixty
(60) days in advance, except that the Corporation may terminate this Agreement
immediately upon written notice to FDS if the authority or permission of FDS to
act as Transfer Agent, Dividend Disbursing Agent and Shareholder Servicing Agent
has been revoked or if any proceeding or other action which the Corporation
reasonably believes will lead to such revocation has been commenced.
(b) Upon termination of this Agreement, FDS shall deliver all Shareholder
records, books, stock ledgers, instruments and other documents (including
computerized or other electronically stored information) made or accumulated in
the performance of its duties as Transfer Agent, Disbursing Agent and
Shareholder Servicing Agent for the Corporation along with a certified locator
document clearly indicating the complete contents therein, to such successor as
may be specified in a notice of termination or Officer's Instruction; and the
Corporation assumes all
9
<PAGE> 10
responsibility for failure thereafter to produce any paper, record or document
so delivered and identified in the locator document, if and when required to be
produced.
10. AMENDMENT.
(a) Except to the extent that the performance by FDS or its functions
under this Agreement may from time to time be modified by an Officer's
Instruction, this Agreement may be amended or modified only by further written
agreement between the parties.
11. GOVERNING LAW.
(a) This Agreement shall be governed by the laws of the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed by their respective duly authorized officers and their respective
corporate seals hereunto duly affixed and attested, as of the day and year above
written.
MERCURY ASSET MANAGEMENT FUNDS, INC.
By: /s/ Gerald M. Richard
---------------------------------
Name: Gerald M. Richard
Title: Treasurer
FINANCIAL DATA SERVICES, INC.
By: /s/ William A. Bridy
---------------------------------
Name: William A. Bridy
Title: President
10
<PAGE> 11
EXHIBIT A
Individual Series of MERCURY ASSET MANAGEMENT FUNDS, INC.
MERCURY CORE U.S. GROWTH FUND
MERCURY EMERGING ECONOMIES FUND
MERCURY GOLD AND MINING FUND
MERCURY JAPAN CAPITAL FUND
MERCURY INTERNATIONAL FUND
MERCURY PAN-EUROPEAN GROWTH FUND
<PAGE> 12
SCHEDULE OF FEES
MERCURY FUND PRICING SCHEDULE
<TABLE>
<CAPTION>
DISTRIBUTION CHANNEL CLOSED BASE TRANSACTION
CLASS I & A CLASS B & C ACCOUNT FEE FEE
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
MLPF&S $11.00 $14.00 $0.20/month N/A N/A
- -----------------------------------------------------------------------------------------------------------------------
FDS $20.00 $23.00 $0.20/month N/A N/A
- -----------------------------------------------------------------------------------------------------------------------
MFA ERISA* 0.10% 0.10% N/A N/A N/A
- -----------------------------------------------------------------------------------------------------------------------
"Large" and "Mid" market employee benefit $11.00 $14.00 N/A N/A $1.00
accounts
- -----------------------------------------------------------------------------------------------------------------------
"Small" market Account size** N/A N/A N/A N/A N/A
employee benefit ---------------------- --------------------------
accounts <$1,000 $7.00 N/A
---------------------- --------------------------
$1,000<$2,500 $11.00 N/A
---------------------- --------------------------
>$2,500 $11.00 $1.00
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>
*ERISA accounts held in the MFA (Mutual Fund Advisor) program or any other
program requiring equalization under ERISA
**As of the last business day of each month
Note 1: The above schedule is exclusive of out of pocket costs
Note 2: All charges are on an annual position basis
<PAGE> 13
SCHEDULE OF FEES (CONTINUED)
OUT OF POCKET COSTS
<TABLE>
<S> <C>
- Postage
- Envelopes/stationary - Handling costs (ADP)
- Record storage and retrieval - Fed wire charges (excluding wires to/from Funds'
- Telephone (local and Long distance custody accounts)
- Pre-authorized checks - Forms
- Returned check fees/charges and other similar fees/charges - Any other costs as agreed in writing by the parties
</TABLE>
<PAGE> 1
Exhibit 9
December 2, 1998
VIA TELECOPIER AND FIRST CLASS MAIL
- -----------------------------------
Mercury Asset Management Funds, Inc.
P.O. Box 9011
Princeton, New Jersey 08543-9011
Ladies and Gentlemen:
Mercury Asset Management Funds, Inc. (the "Corporation"), is
authorized to issue and sell 2,800,000 shares of common stock (the "Shares"),
par value $0.0001 per share, of which 400,000,000 Shares are designated as
Shares of the Mercury U.S. Large Cap Fund Series ("the Fund"), in the manner
and on the terms set forth in the Fund's Pre-Effective Amendment to the
Registration Statement on Form N-1A filed with the Securities and Exchange
Commission (File Nos. 811-08797; 333-66481) (the "Registration Statement").
We have, as counsel, participated in various proceedings relating to
the Corporation and to the Shares. We have examined copies, either certified or
otherwise proved to our satisfaction to be genuine, of its Articles of
Incorporation, as amended to date, and By-laws, as currently in effect, and
other documents relating to its organization and operation. In addition, we have
received a certificate dated December 2, 1998 of the Maryland State Department
of Assessments and Taxation that the Corporation is in good standing under the
laws of the State of Maryland. We have also reviewed the Registration Statement
and all amendments filed as of the date of this opinion and the documents filed
as exhibits thereto. We are generally familiar with the business affairs of the
Corporation.
Based upon the foregoing, it is our opinion that:
1. The Corporation has been duly incorporated and is validly existing
under the laws of the State of Maryland.
2. The Corporation is authorized to issue up to two billion, eight
hundred million (2,800,000,000) Shares, of which 400,000,000
Shares are designated as Shares of the Fund. Under Maryland law,
(a) the number of shares may be increased or decreased by action
of the Board of Directors, and (b) Shares which are issued and
subsequently redeemed by the Corporation are, by virtue of such
redemption, restored to the status of authorized and unissued
Shares.
3. Subject to the effectiveness of the Registration Statement and in
compliance with applicable state securities laws, upon the
issuance of the Shares for a consideration not less than the par
value thereof as required by Maryland law, and for the net asset
value thereof as required by the Investment Company Act of 1940,
as amended, and in accordance with the terms of the Registration
Statement, such Shares will be legally issued and outstanding and
fully paid and non-assessable.
We hereby consent to the filing of this opinion with the Securities
and Exchange Commission as a part of the Pre-Effective Amendment to the
Registration Statement and with any state securities commission where such
filing is required. We also consent to the reference to our firm as counsel in
the prospectus and statement of additional information filed as a part thereof.
In giving this consent we do not admit that we come within the category of
persons whose consent is required under Section 7 of the Securities Act of
1933, as amended.
We are members of the Bar of the State of New York and do not hold
ourselves out as being conversant with the laws of any jurisdiction other than
those of the United States of America and the State of New York. We note that
we are not licensed to practice law in the State of Maryland, and to the extent
that any opinion expressed herein involves the law of Maryland, such opinion
should be understood to be based solely upon our review of the published
statutes of that State and where applicable, published cases, rules or
regulations of regulatory bodies of that State.
Very truly yours,
/s/ Swidler Berlin Shereff Friedman, LLP
Swidler Berlin Shereff Friedman, LLP
SBSF:JHG:JLS:JHY
<PAGE> 1
Exhibit 10
INDEPENDENT AUDITORS' CONSENT
Mercury U.S. Large Cap Fund of
Mercury Asset Management Funds, Inc.:
We consent to the use in Pre-Effective Amendment No. 1 to Registration
Statement No. 333-66481 of our report dated December 1, 1998 appearing in the
Statement of Additional Information, which is a part of such Registration
Statement.
Deloitte & Touche LLP
Princeton, New Jersey
December 1, 1998
<PAGE> 1
EXHIBIT 12
CERTIFICATE OF SOLE SHAREHOLDER
Mercury Asset Management International Ltd., the holder of the shares of
common stock indicated below, par value $0.0001 per share, of Mercury U.S. Large
Cap Fund, a series of Mercury Asset Management Funds, Inc., a Maryland
Corporation (the "Corporation"), does hereby confirm to the Corporation its
representation that it purchased such shares for investment purposes, with no
present intention of redeeming or reselling any portion thereof.
Mercury Asset Management International Ltd.
By: /s/ Consuelo Brooke
------------------------------
By: /s/ David MF Scott
------------------------------
Dated: December 1, 1998
-----------------
Mercury U.S. Large Cap Fund of Mercury Asset Management Funds, Inc.
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
Number of Class I Number of Class A Number of Class B Number of Class C
Shares Shares Shares Shares
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
2,500 2,500 2,500 2,500
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 1
EXHIBIT 13(a)
CLASS A DISTRIBUTION PLAN OF
MERCURY U.S. LARGE CAP FUND OF
MERCURY ASSET MANAGEMENT FUNDS, INC.
PURSUANT TO RULE 12b-1
DISTRIBUTION PLAN made as of the ___ day of ___________, 1998, by and
between Mercury Asset Management Funds, Inc., a Maryland corporation (the
"Corporation"), on behalf of its series, Mercury U.S. Large Cap Fund (the
"Fund"), and Mercury Funds Distributor, a division of Princeton Funds
Distributor, Inc., a Delaware corporation (the "Distributor").
WITNESSETH:
WHEREAS, the Corporation intends to engage in business as an open-end
investment company registered under the Investment Company Act of 1940, as
amended (the "Investment Company Act"); and
WHEREAS, the Directors of the Corporation (the "Directors") are authorized
to establish separate series relating to separate portfolios of securities, each
of which may offer separate classes of shares, and
WHEREAS, the Directors have established the Fund as a series of the
Corporation;
WHEREAS, the Distributor is a securities firm engaged in the business of
selling shares of investment companies either directly to purchasers or through
other securities dealers; and
WHEREAS, the Corporation on behalf of the Fund proposes to enter into a
Class A Shares Distribution Agreement with the Distributor, pursuant to which
the Distributor will act as the exclusive distributor and representative of the
Fund in the offer and sale of Class A shares of common stock, par value $0.0001
per share (the "Class A Shares"), of the Fund to the public; and
WHEREAS, the Corporation on behalf of the Fund desires to adopt this Class
A Distribution Plan (the "Plan") pursuant to Rule 12b-1 under the Investment
Company Act pursuant to which the Fund will pay an account maintenance fee to
the Distributor with respect to the Fund's Class A Shares; and
WHEREAS, the Directors of the Corporation have determined that there is a
reasonable likelihood that adoption of the Plan will benefit the Fund and its
Class A shareholders.
<PAGE> 2
NOW, THEREFORE, the Corporation on behalf of the Fund hereby adopts, and
the Distributor hereby agrees to the terms of, the Plan in accordance with Rule
12b-1 under the Investment Company Act on the following terms and conditions:
1. The Corporation shall pay the Distributor with respect to the Class A
Shares an account maintenance fee under the Plan at the end of each month at the
annual rate of 0.25% of average daily net assets of the Fund relating to the
Class A Shares to compensate the Distributor and securities firms with which the
Distributor enters into related agreements pursuant to Paragraph 2 hereof
("Sub-Agreements") for providing account maintenance activities with respect to
Class A shareholders of the Fund. Expenditures under the Plan may consist of
payments to financial consultants for maintaining accounts in connection with
Class A Shares and payment of expenses incurred in connection with such account
maintenance activities including the costs of making services available to
shareholders including assistance in connection with inquiries related to
shareholder accounts.
2. The Corporation hereby authorizes the Distributor to enter into
Sub-Agreements with certain securities firms ("Securities Firms"), including
Merrill Lynch, Pierce, Fenner & Smith Incorporated, to provide compensation to
such Securities Firms for activities and services of the type referred to in
Paragraph 1 hereof. the Distributor may reallocate all or a portion of its
account maintenance fee to such Securities Firms as compensation for the
above-mentioned activities. Such Sub-Agreement shall provide that the Securities
Firms shall provide the Distributor with such information as is reasonably
necessary to permit the Distributor to comply with the reporting requirements
set forth in Paragraph 3 hereof.
3. The Distributor shall provide the Corporation for review by the Board
of Directors, and the Directors shall review at least quarterly, a written
report complying with the requirements of Rule 12b-1 regarding the disbursement
of the account maintenance fee during such period.
4. This Plan shall not take effect until it has been approved, together
with any related agreements, by votes of a majority of both (a) the Directors of
the Corporation and (b) those Directors of the Corporation who are not
"interested persons" of the Corporation, as defined in the Investment Company
Act, and have no direct or indirect financial interest in the operation of this
Plan or any agreements related to it (the "Rule 12b-1 Directors"), cast in
person at a meeting or meetings called for the purpose of voting on the Plan and
such related agreements.
5. The Plan shall continue in effect for so long as such continuance is
specifically approved at least annually in the manner provided for approval of
the Plan in Paragraph 4.
6. The Plan may be terminated at any time by vote of a majority of the
Rule 12b-1 Directors, or by vote of a majority of the outstanding Class A voting
securities of the Fund.
2
<PAGE> 3
7. The Plan may not be amended to increase materially the rate of payments
provided for in Paragraph 1 hereof unless such amendment is approved by at least
a majority, as defined in the Investment Company Act, of the outstanding Class A
voting securities of the Fund, and by the Directors of the Corporation in the
manner provided for in Paragraph 4 hereof, and no material amendment to the Plan
shall be made unless approved in the manner provided for approval and annual
renewal in Paragraph 4 hereof.
8. While the Plan is in effect, the selection and nomination of Directors
who are not interested persons, as defined in the Investment Company Act, of the
Corporation shall be committed to the discretion of the Directors who are not
interested persons.
9. The Corporation shall preserve copies of the Plan and any related
agreements and all reports made pursuant to Paragraph 3 hereof, for a period of
not less than six years from the date of the Plan, or the date of such agreement
or report, as the case may be, the first two years in an easily accessible
place.
IN WITNESS WHEREOF, the parties hereto have executed this Plan as of the
date first above written.
MERCURY ASSET MANAGEMENT FUNDS, INC.
on behalf of its series,
MERCURY U.S. LARGE CAP FUND
By
--------------------------------
Title:
MERCURY FUNDS DISTRIBUTOR, a division of
PRINCETON FUNDS DISTRIBUTOR, INC.
By
--------------------------------
Title:
3
<PAGE> 4
EXHIBIT 13(a)
CLASS A SHARES DISTRIBUTION PLAN SUB-AGREEMENT
AGREEMENT made as of the ____ day of __________, 1998, by and between
Mercury Funds Distributor, a division of Princeton Funds Distributor, Inc., a
Delaware corporation (the "Distributor"), and Merrill Lynch, Pierce, Fenner &
Smith Incorporated, a Delaware corporation ("Securities Firm").
WITNESSETH:
WHEREAS, the Distributor has entered into an agreement with Mercury Asset
Management Funds, Inc., a Maryland corporation (the "Corporation"), on behalf of
its series, Mercury U.S. Large Cap Fund (the "Fund"), pursuant to which it acts
as the exclusive distributor for the sale of Class A shares of common stock of
the Fund, par value $0.0001 per share (the "Class A Shares"); and
WHEREAS, the Distributor and the Corporation have entered into a Class A
Shares Distribution Plan (the "Plan") pursuant to Rule 12b-1 under the
Investment Company Act of 1940, as amended (the "Act"), pursuant to which the
Distributor receives an account maintenance fee from the Fund at the annual rate
of 0.25% of average daily net assets of the Fund relating to Class A Shares for
providing account maintenance activities and services with respect to Class A
Shares; and
WHEREAS, the Distributor desires the Securities Firm to perform certain
account maintenance activities and services, including assistance in connection
with inquiries related to shareholder accounts, for the Fund's Class A
shareholders and the Securities Firm is willing to perform such services;
NOW, THEREFORE, in consideration of the mutual covenants contained herein,
the parties hereby agree as follows:
1. The Securities Firm shall provide account maintenance activities and
services with respect to the Class A Shares and incur expenditures in connection
with such activities and services, of the types referred to in Paragraph 1 of
the Plan.
2. As compensation for its services performed under this Agreement, the
Distributor shall pay the Securities Firm a fee at the end of each calendar
month in an amount agreed upon by the parties hereto.
3. The Securities Firm shall provide the Distributor, at least quarterly,
such information as reasonably requested by the Distributor to enable the
Distributor to comply
<PAGE> 5
with the reporting requirements of Rule 12b-1 regarding the disbursement of the
fee during such period referred to in Paragraph 3 of the Plan.
4. This Agreement shall not take effect until it has been approved by
votes of a majority of both (a) the Directors of the Corporation and (b) those
Directors of the Fund who are not "interested persons" of the Corporation, as
defined in the Act, and have no direct or indirect financial interest in the
operation of the Plan, this Agreement or any agreements related to the Plan or
this Agreement (the "Rule 12b-1 Directors"), cast in person at a meeting or
meetings called for the purpose of voting on this Agreement.
5. This Agreement shall continue in effect for as long as such continuance
is specifically approved at least annually in the manner provided for approval
of the Plan in Paragraph 4.
6. This Agreement shall automatically terminate in the event of its
assignment or in the event of the termination of the Plan or any amendment to
the Plan that requires such termination.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the date first above written.
MERCURY FUNDS DISTRIBUTOR, a division of
PRINCETON FUNDS DISTRIBUTOR, INC.
By
--------------------------------
Name:
Title:
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
By
--------------------------------
Name:
Title:
2
<PAGE> 1
EXHIBIT 13(b)
CLASS B DISTRIBUTION PLAN OF
MERCURY U.S. LARGE CAP FUND OF
MERCURY ASSET MANAGEMENT FUNDS, INC.
PURSUANT TO RULE 12b-1
DISTRIBUTION PLAN made as of the ___ day of ___________, 1998, by and
between Mercury Asset Management Funds, Inc., a Maryland corporation (the
"Corporation"), on behalf of its series, Mercury U.S. Large Cap Fund (the
"Fund"), and Mercury Funds Distributor, a division of Princeton Funds
Distributor, Inc., a Delaware corporation (the "Distributor").
WITNESSETH:
WHEREAS, the Corporation intends to engage in business as an open-end
investment company registered under the Investment Company Act of 1940, as
amended (the "Investment Company Act"); and
WHEREAS, the Directors of the Corporation (the "Directors") are authorized
to establish separate series relating to separate portfolios of securities, each
of which may offer separate classes of shares, and
WHEREAS, the Directors have established the Fund as a series of the
Corporation;
WHEREAS, the Distributor is a securities firm engaged in the business of
selling shares of investment companies either directly to purchasers or through
other securities dealers; and
WHEREAS, the Corporation on behalf of the Fund proposes to enter into a
Class B Shares Distribution Agreement with the Distributor, pursuant to which
the Distributor will act as the exclusive distributor and representative of the
Fund in the offer and sale of Class B shares of common stock, par value $0.0001
per share (the "Class B Shares"), of the Fund to the public; and
WHEREAS, the Corporation on behalf of the Fund desires to adopt this Class
B Distribution Plan (the "Plan") pursuant to Rule 12b-1 under the Investment
Company Act pursuant to which the Fund will pay an account maintenance fee and a
distribution fee to the Distributor with respect to the Fund's Class B Shares;
and
WHEREAS, the Directors of the Corporation have determined that there is a
reasonable likelihood that adoption of the Plan will benefit the Fund and its
Class B shareholders.
<PAGE> 2
NOW, THEREFORE, the Corporation on behalf of the Fund hereby adopts, and
the Distributor hereby agrees to the terms of, the Plan in accordance with Rule
12b-1 under the Investment Company Act on the following terms and conditions:
1. The Corporation shall pay the Distributor with respect to the Class B
Shares an account maintenance fee under the Plan at the end of each month at the
annual rate of 0.25% of average daily net assets of the Fund relating to the
Class B Shares to compensate the Distributor and securities firms with which the
Distributor enters into related agreements pursuant to Paragraph 3 hereof
("Sub-Agreements") for providing account maintenance activities with respect to
Class B shareholders of the Fund. Expenditures under the Plan may consist of
payments to financial consultants for maintaining accounts in connection with
Class B Shares and payment of expenses incurred in connection with such account
maintenance activities including the costs of making services available to
shareholders including assistance in connection with inquiries related to
shareholder accounts.
2. The Corporation shall pay the Distributor a distribution fee under the
Plan at the end of each month at the annual rate of 0.75% of average daily net
assets of the Fund relating to Class B Shares to compensate the Distributor and
the securities firms with which the Distributor enters into related
Sub-Agreements for providing sales and promotional activities and services. Such
activities and services will relate to the sale, promotion and marketing of the
Class B Shares. Such expenditures may consist of sales commissions to financial
consultants for selling Class B Shares, compensation, sales incentives and
payments to sales and marketing personnel, and the payment of expenses incurred
in its sales and promotional activities, including advertising expenditures
related to the Fund and the costs of preparing and distributing promotional
materials. The distribution fee may also be used to pay the financing costs of
carrying the unreimbursed expenditures described in this paragraph 2. Payment of
the distribution fee described in this Paragraph 2 shall be subject to any
limitations set forth in any applicable regulation of the National Association
of Securities Dealers, Inc.
3. The Corporation hereby authorizes the Distributor to enter into
Sub-Agreements with certain securities firms ("Securities Firms"), including
Merrill Lynch, Pierce, Fenner & Smith Incorporated, to provide compensation to
such Securities Firms for activities and services of the type referred to in
Paragraphs 1 and 2 hereof. the Distributor may reallocate all or a portion of
its account maintenance fee or distribution fee to such Securities Firms as
compensation for the above-mentioned activities and services. Such Sub-Agreement
shall provide that the Securities Firms shall provide the Distributor with such
information as is reasonably necessary to permit the Distributor to comply with
the reporting requirements set forth in Paragraph 4 hereof.
4. The Distributor shall provide the Corporation for review by the Board
of Directors, and the Directors shall review at least quarterly, a written
report complying with the requirements of Rule 12b-1 regarding the disbursement
of the account maintenance fee and the distribution fee during such period.
2
<PAGE> 3
5. This Plan shall not take effect until it has been approved, together
with any related agreements, by votes of a majority of both (a) the Directors of
the Corporation and (b) those Directors of the Corporation who are not
"interested persons" of the Corporation, as defined in the Investment Company
Act, and have no direct or indirect financial interest in the operation of this
Plan or any agreements related to it (the "Rule 12b-1 Directors"), cast in
person at a meeting or meetings called for the purpose of voting on the Plan and
such related agreements.
6. The Plan shall continue in effect for so long as such continuance is
specifically approved at least annually in the manner provided for approval of
the Plan in Paragraph 5.
7. The Plan may be terminated at any time by vote of a majority of the
Rule 12b-1 Directors, or by vote of a majority of the outstanding Class B voting
securities of the Fund.
8. The Plan may not be amended to increase materially the rate of
payments provided for herein unless such amendment is approved by at least a
majority, as defined in the Investment Company Act, of the outstanding Class B
voting securities of the Fund, and by the Directors of the Corporation in the
manner provided for in Paragraph 5 hereof, and no material amendment to the Plan
shall be made unless approved in the manner provided for approval and annual
renewal in Paragraph 5 hereof.
9. While the Plan is in effect, the selection and nomination of Directors
who are not interested persons, as defined in the Investment Company Act, of the
Corporation shall be committed to the discretion of the Directors who are not
interested persons.
3
<PAGE> 4
10. The Corporation shall preserve copies of the Plan and any related
agreements and all reports made pursuant to Paragraph 4 hereof, for a period of
not less than six years from the date of the Plan, or the date of such agreement
or report, as the case may be, the first two years in an easily accessible
place.
IN WITNESS WHEREOF, the parties hereto have executed this Plan as of the
date first above written.
MERCURY ASSET MANAGEMENT FUNDS, INC.
on behalf of its series,
MERCURY U.S. LARGE CAP FUND
By
-----------------------------------------
Title:
MERCURY FUNDS DISTRIBUTOR, a division of
PRINCETON FUNDS DISTRIBUTOR, INC.
By
-----------------------------------------
Title:
4
<PAGE> 5
EXHIBIT 13(b)
CLASS B SHARES DISTRIBUTION PLAN SUB-AGREEMENT
AGREEMENT made as of the ____ day of ___________, 1998 by and between
Mercury Funds Distributor, a division of Princeton Funds Distributor, Inc., a
Delaware corporation (the "Distributor"), and Merrill Lynch, Pierce, Fenner &
Smith Incorporated, a Delaware corporation ("Securities Firm").
W I T N E S S E T H :
WHEREAS, the Distributor has entered into an agreement with Mercury Asset
Management Funds, Inc. a Maryland corporation (the "Corporation") on behalf of
its series, Mercury U.S. Large Cap Fund (the "Fund") pursuant to which it acts
as the exclusive distributor for the sale of Class B shares of common stock of
the Fund, par value $0.0001 per share (the "Class B Shares"); and
WHEREAS, the Distributor and the Corporation have entered into a Class B
Shares Distribution Plan (the "Plan") pursuant to Rule 12b-1 under the
Investment Company Act of 1940, as amended (the "Act") pursuant to which the
Distributor receives an account maintenance fee from the Fund at the annual rate
of 0.25% of average daily net assets of the Fund relating to Class B Shares for
account maintenance activities related to the Class B Shares and a distribution
fee from the Fund at the annual rate of 0.75% of average daily net assets of the
Fund relating to Class B Shares for providing sales and promotional activities
and services related to the distribution of Class B Shares; and
WHEREAS, the Distributor desires the Securities Firm to perform certain
account maintenance activities and sales and promotional activities and services
for the Fund's Class B shareholders and the Securities Firm is willing to
perform such activities and services;
NOW, THEREFORE, in consideration of the mutual covenants contained
herein, the parties hereby agree as follows:
1. The Securities Firm shall provide account maintenance activities and
services with respect to the Class B Shares of the types referred to in
Paragraph 1 of the Plan.
2. The Securities Firm shall provide sales and promotional activities and
services with respect to the sale of the Class B Shares and incur distribution
expenditures of the types referred to in paragraph 2 of the Plan.
3. As compensation for its activities and services performed under this
Agreement, the Distributor shall pay the Securities Firm an account maintenance
fee and a distribution fee at the end of each calendar month in an amount agreed
upon by the parties hereto.
<PAGE> 6
4. The Securities Firm shall provide the Distributor, at least quarterly,
such information as reasonably requested by the Distributor to enable the
Distributor to comply with the reporting requirements of Rule 12b-1 regarding
the disbursement of the account maintenance fee and the distribution fee during
such period referred to in Paragraph 4 of the Plan.
5. This Agreement shall not take effect until it has been approved by
votes of a majority of both (a) the Directors of the Corporation and (b) those
Directors of the Corporation who are not "interested persons" of the
Corporation, as defined in the Act, and have no direct or indirect financial
interest in the operation of this Plan or any agreements related to it (the
"Rule 12b-1 Directors"), cast in person at a meeting or meetings called for the
purpose of voting on this Agreement.
6. This Agreement shall continue in effect for as long as such
continuance is specifically approved at least annually in the manner provided
for approval of the Plan in Paragraph 5.
7. This Agreement shall automatically terminate in the event of its
assignment or in the event of the termination of the Plan or any amendment to
the Plan that requires such termination.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the date first above written.
MERCURY FUNDS DISTRIBUTOR, a division of
PRINCETON FUNDS DISTRIBUTOR, INC.
By
-----------------------------------------
Name:
Title:
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
By
-----------------------------------------
Name:
Title:
2
<PAGE> 1
EXHIBIT 13(c)
CLASS C DISTRIBUTION PLAN OF
MERCURY U.S. LARGE CAP FUND OF
MERCURY ASSET MANAGEMENT FUNDS, INC.
PURSUANT TO RULE 12b-1
DISTRIBUTION PLAN made as of the ___ day of ___________, 1998, by and
between Mercury Asset Management Funds, Inc., a Maryland corporation (the
"Corporation"), on behalf of its series, Mercury U.S. Large Cap 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 Corporation intends to engage in business as an open-end
investment company registered under the Investment Company Act of 1940, as
amended (the "Investment Company Act"); and
WHEREAS, the Directors of the Corporation (the "Directors") are
authorized to establish separate series relating to separate portfolios of
securities, each of which may offer separate classes of shares, and
WHEREAS, the Directors have established the Fund as a series of the
Corporation;
WHEREAS, the Distributor is a securities firm engaged in the business of
selling shares of investment companies either directly to purchasers or through
other securities dealers; and
WHEREAS, the Corporation on behalf of the Fund proposes to enter into a
Class C Shares Distribution Agreement with the Distributor, pursuant to which
the Distributor will act as the exclusive distributor and representative of the
Fund in the offer and sale of Class C shares of common stock, par value $0.0001
per share (the "Class C Shares"), of the Fund to the public; and
WHEREAS, the Corporation on behalf of the Fund desires to adopt this
Class C Distribution Plan (the "Plan") pursuant to Rule 12b-1 under the
Investment Company Act pursuant to which the Fund will pay an account
maintenance fee and a distribution fee to the Distributor with respect to the
Fund's Class C Shares; and
WHEREAS, the Directors of the Corporation have determined that there is a
reasonable likelihood that adoption of the Plan will benefit the Fund and its
Class C shareholders.
<PAGE> 2
NOW, THEREFORE, the Corporation on behalf of the Fund hereby adopts, and
the Distributor hereby agrees to the terms of, the Plan in accordance with Rule
12b-1 under the Investment Company Act on the following terms and conditions:
1. The Corporation shall pay the Distributor with respect to the Class C
Shares an account maintenance fee under the Plan at the end of each month at the
annual rate of 0.25% of average daily net assets of the Fund relating to the
Class C Shares to compensate the Distributor and securities firms with which the
Distributor enters into related agreements pursuant to Paragraph 3 hereof
("Sub-Agreements") for providing account maintenance activities with respect to
Class C shareholders of the Fund. Expenditures under the Plan may consist of
payments to financial consultants for maintaining accounts in connection with
Class C Shares and payment of expenses incurred in connection with such account
maintenance activities including the costs of making services available to
shareholders including assistance in connection with inquiries related to
shareholder accounts.
2. The Corporation shall pay the Distributor a distribution fee under the
Plan at the end of each month at the annual rate of 0.75% of average daily net
assets of the Fund relating to Class C Shares to compensate the Distributor and
the securities firms with which the Distributor enters into related
Sub-Agreements for providing sales and promotional activities and services. Such
activities and services will relate to the sale, promotion and marketing of the
Class C Shares. Such expenditures may consist of sales commissions to financial
consultants for selling Class C Shares, compensation, sales incentives and
payments to sales and marketing personnel, and the payment of expenses incurred
in its sales and promotional activities, including advertising expenditures
related to the Fund and the costs of preparing and distributing promotional
materials. The distribution fee may also be used to pay the financing costs of
carrying the unreimbursed expenditures described in this paragraph 2. Payment of
the distribution fee described in this Paragraph 2 shall be subject to any
limitations set forth in any applicable regulation of the National Association
of Securities Dealers, Inc.
3. The Corporation hereby authorizes the Distributor to enter into
Sub-Agreements with certain securities firms ("Securities Firms"), including
Merrill Lynch, Pierce, Fenner & Smith Incorporated, to provide compensation to
such Securities Firms for activities and services of the type referred to in
Paragraphs 1 and 2 hereof. The Distributor may reallocate all or a portion of
its account maintenance fee or distribution fee to such Securities Firms as
compensation for the above-mentioned activities and services. Such Sub-Agreement
shall provide that the Securities Firms shall provide the Distributor with such
information as is reasonably necessary to permit the Distributor to comply with
the reporting requirements set forth in Paragraph 4 hereof.
4. The Distributor shall provide the Corporation for review by the Board
of Directors, and the Directors shall review at least quarterly, a written
report complying with the requirements of Rule 12b-1 regarding the disbursement
of the account maintenance fee and the distribution fee during such period.
2
<PAGE> 3
5. This Plan shall not take effect until it has been approved, together
with any related agreements, by votes of a majority of both (a) the Directors of
the Corporation and (b) those Directors of the Corporation who are not
"interested persons" of the Corporation, as defined in the Investment Company
Act, and have no direct or indirect financial interest in the operation of this
Plan or any agreements related to it (the "Rule 12b-1 Directors"), cast in
person at a meeting or meetings called for the purpose of voting on the Plan and
such related agreements.
6. The Plan shall continue in effect for so long as such continuance is
specifically approved at least annually in the manner provided for approval of
the Plan in Paragraph 5.
7. The Plan may be terminated at any time by vote of a majority of the
Rule 12b-1 Directors, or by vote of a majority of the outstanding Class C voting
securities of the Fund.
8. The Plan may not be amended to increase materially the rate of
payments provided for herein unless such amendment is approved by at least a
majority, as defined in the Investment Company Act, of the outstanding Class C
voting securities of the Fund, and by the Directors of the Corporation in the
manner provided for in Paragraph 5 hereof, and no material amendment to the Plan
shall be made unless approved in the manner provided for approval and annual
renewal in Paragraph 5 hereof.
9. While the Plan is in effect, the selection and nomination of Directors
who are not interested persons, as defined in the Investment Company Act, of the
Corporation shall be committed to the discretion of the Directors who are not
interested persons.
10. The Corporation shall preserve copies of the Plan and any related
agreements and all reports made pursuant to Paragraph 4 hereof, for a period of
not less than six years from the date of the Plan, or the date of such agreement
or report, as the case may be, the first two years in an easily accessible
place.
3
<PAGE> 4
IN WITNESS WHEREOF, the parties hereto have executed this Plan as of the
date first above written.
MERCURY ASSET MANAGEMENT FUNDS, INC.
on behalf of its series,
MERCURY U.S. LARGE CAP FUND
By
----------------------------------------
Title:
MERCURY FUNDS DISTRIBUTOR, a division of
PRINCETON FUNDS DISTRIBUTOR, INC.
By
----------------------------------------
Title:
4
<PAGE> 5
EXHIBIT 13(c)
CLASS C SHARES DISTRIBUTION PLAN SUB-AGREEMENT
AGREEMENT made as of the ____ day of ____________, 1998, by and between
Mercury Funds Distributor, a division of Princeton Funds Distributor, Inc., a
Delaware corporation (the "Distributor"), and Merrill Lynch, Pierce, Fenner &
Smith Incorporated, a Delaware corporation ("Securities Firm").
W I T N E S S E T H :
WHEREAS, the Distributor has entered into an agreement with Mercury Asset
Management Funds, Inc., a Maryland corporation (the "Corporation"), on behalf of
its series, Mercury U.S. Large Cap Fund (the "Fund"), pursuant to which it acts
as the exclusive distributor for the sale of Class C shares of common stock of
the Fund, par value $0.0001 per share (the "Class C Shares"); and
WHEREAS, the Distributor and the Corporation have entered into a Class C
Shares Distribution Plan (the "Plan") pursuant to Rule 12b-1 under the
Investment Company Act of 1940, as amended (the "Act"), pursuant to which the
Distributor receives an account maintenance fee from the Fund at the annual rate
of 0.25% of average daily net assets of the Fund relating to Class C Shares for
account maintenance activities related to Class C Shares and a distribution fee
from the Fund at the annual rate of 0.75% of average daily net assets of the
Fund relating to Class C Shares for providing sales and promotional activities
and services related to the distribution of Class C Shares; and
WHEREAS, the Distributor desires the Securities Firm to perform certain
account maintenance activities and sales and promotional activities and services
for the Fund's Class C shareholders and the Securities Firm is willing to
perform such activities and services;
NOW, THEREFORE, in consideration of the mutual covenants contained
herein, the parties hereby agree as follows:
1. The Securities Firm shall provide account maintenance activities and
services with respect to the Class C Shares and incur expenditures in connection
with such activities and services of the types referred to in Paragraph 1 of the
Plan.
2. The Securities Firm shall provide sales and promotional activities and
services with respect to the sale of the Class C Shares and incur distribution
expenditures, of the types referred to in Paragraph 2 of the Plan.
<PAGE> 6
3. As compensation for its activities and services performed under this
Agreement, the Distributor shall pay the Securities Firm an account maintenance
fee and a distribution fee at the end of each calendar month in an amount agreed
upon by the parties hereto.
4. The Securities Firm shall provide the Distributor, at least quarterly,
such information as reasonably requested by the Distributor to enable the
Distributor to comply with the reporting requirements of Rule 12b-1 regarding
the disbursement of the account maintenance fee and the distribution fee during
such period referred to in Paragraph 4 of the Plan.
5. This Agreement shall not take effect until it has been approved by
votes of a majority of both (a) the Directors of the Corporation and (b) those
Directors of the Corporation who are not "interested persons" of the
Corporation, as defined in the Act, and have no direct or indirect financial
interest in the operation of the Plan, this Agreement or any agreements related
to the Plan or this Agreement (the "Rule 12b-1 Directors"), cast in person at a
meeting or meetings called for the purpose of voting on this Agreement.
6. This Agreement shall continue in effect for as long as such
continuance is specifically approved at least annually in the manner provided
for approval of the Plan in Paragraph 5.
7. This Agreement shall automatically terminate in the event of its
assignment or in the event of the termination of the Plan or any amendment to
the Plan that requires such termination.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the date first above written.
MERCURY FUNDS DISTRIBUTOR, a division of
PRINCETON FUNDS DISTRIBUTOR, INC.
By
---------------------------------------
Name:
Title:
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
By
---------------------------------------
Name:
Title:
2
<PAGE> 1
EXHIBIT 15(b)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose name appears below
hereby nominates, constitutes and appoints Jeffrey M. Peek, Terry K. Glenn and
Stephen M. M. Miller (with full power to each of them to act alone) his true and
lawful attorney-in-fact and agent, for him and on his behalf and in his place
and stead in any and all capacities to make, execute and sign all amendments and
supplements to the Registration Statement on Form N-1A under the Securities Act
of 1933 and the Investment Company Act of 1940 of MERCURY ASSET MANAGEMENT
FUNDS, INC. (the "Corporation"), and to file the same with the Securities and
Exchange Commission, and any other regulatory authority having jurisdiction over
the offer and sale of shares of common stock, par value $0.0001 per share, of
the Corporation, and any and all exhibits and other documents requisite in
connection therewith, granting unto said attorneys and each of them, full power
and authority to perform each and every act and thing requisite and necessary to
be done in and about the premises as fully to all intents and purposes as the
undersigned himself might or could do.
IN WITNESS WHEREOF, THE UNDERSIGNED HAS HEREUNTO SET HIS HAND THIS 21st,
DAY OF JULY, 1998.
/s/ Gerald M. Richard
- --------------------------------
Gerald M. Richard, Treasurer
<PAGE> 2
EXHIBIT 15(b)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the persons whose name
appear below hereby nominates, constitutes and appoints Jeffrey M. Peek, Gerald
M. Richard, Terry K. Glenn and Stephen M. M. Miller (with full power to each of
them to act alone) his or her true and lawful attorney-in-fact and agent, for
him or her and on his or her behalf and in his or her place and stead in any and
all capacities, to make, execute and sign all amendments and supplements to the
Registration Statement on Form N-1A under the Securities Act of 1933 and the
Investment Company Act of 1940 of MERCURY ASSET MANAGEMENT FUNDS, INC. (the
"Corporation"), and to file the same with the Securities and Exchange
Commission, and any other regulatory authority having jurisdiction over the
offer and sale of shares of common stock, par value $0.0001 per share, of the
Corporation, and any and all exhibits and other documents requisite in
connection therewith, granting unto said attorneys and each of them, full power
and authority to perform each and every act and thing requisite and necessary to
be done in and about the premises as fully to all intents and purposes as each
of the undersigned Directors himself or herself might or could do.
IN WITNESS WHEREOF, THE UNDERSIGNED DIRECTORS HAVE HEREUNTO SET THEIR
HANDS THIS 21st DAY OF JULY, 1998.
/s/ Jeffrey M. Peek /s/ James T.Flynn
- -------------------------------- --------------------------------
Jeffrey M. Peek, Director James T. Flynn, Director
/s/ Terry K. Glenn /s/ W. Carl Kester
- -------------------------------- --------------------------------
Terry K. Glenn, Director W. Carl Kester, Director
/s/ David O. Beim /s/ Karen P. Robards
- -------------------------------- --------------------------------
David O. Beim, Director Karen P. Robards, Director
<PAGE> 3
EXHIBIT 15(b)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that Jeffrey M. Peek, being a Trustee of
Mercury Asset Management Master Trust, hereby nominates, constitutes and
appoints Gerald M. Richard, Terry K. Glenn and Stephen M. M. Miller (with full
power to each of them to act alone) his true and lawful attorney-in-fact and
agent, for him and on his behalf and in his place and stead and in any and all
capacities, to execute and sign all amendments and supplements to the
Registration Statements on Form N-1A under the Securities Act of 1933 and the
Investment Company Act of 1940 of Mercury Asset Management Funds, Inc. (the
"Corporation"), and to file the same with the Securities and Exchange
Commission, and any other regulatory authority having jurisdiction over the
offer and sale of shares of common stock, par value $0.0001 per share, of the
Corporation, and any and all exhibits and other documents requisite in
connection therewith, granting unto said attorneys and each of them, full power
and authority to perform each and every act and thing requisite and necessary to
be done in and about the premises as fully to all intents and purposes as the
undersigned himself might or could do.
IN WITNESS WHEREOF, the undersigned Trustee has hereunto set his hand
this 20th day of November, 1998.
/s/ Jeffrey M. Peek
----------------------------
Jeffrey M. Peek
Trustee
<PAGE> 4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that Terry K. Glenn, being a Trustee of
Mercury Asset Management Master Trust, hereby nominates, constitutes and
appoints Jeffrey M. Peek, Gerald M. Richard and Stephen M. M. Miller (with full
power to each of them to act alone) his true and lawful attorney-in-fact and
agent, for him and on his behalf and in his place and stead and in any and all
capacities, to execute and sign all amendments and supplements to the
Registration Statements on Form N-1A under the Securities Act of 1933 and the
Investment Company Act of 1940 of Mercury Asset Management Funds, Inc. (the
"Corporation"), and to file the same with the Securities and Exchange
Commission, and any other regulatory authority having jurisdiction over the
offer and sale of shares of common stock, par value $0.0001 per share, of the
Corporation, and any and all exhibits and other documents requisite in
connection therewith, granting unto said attorneys and each of them, full power
and authority to perform each and every act and thing requisite and necessary to
be done in and about the premises as fully to all intents and purposes as the
undersigned himself might or could do.
IN WITNESS WHEREOF, the undersigned Trustee has hereunto set his hand
this 20th day of November, 1998.
/s/ Terry K. Glenn
----------------------------
Terry K. Glenn
Trustee
<PAGE> 5
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that David O. Beim, being a Trustee of
Mercury Asset Management Master Trust, hereby nominates, constitutes and
appoints Jeffrey M. Peek, Gerald M. Richard, Terry K. Glenn and Stephen M. M.
Miller (with full power to each of them to act alone) his true and lawful
attorney-in-fact and agent, for him and on his behalf and in his place and stead
and in any and all capacities, to execute and sign all amendments and
supplements to the Registration Statements on Form N-1A under the Securities Act
of 1933 and the Investment Company Act of 1940 of Mercury Asset Management
Funds, Inc. (the "Corporation"), and to file the same with the Securities and
Exchange Commission, and any other regulatory authority having jurisdiction over
the offer and sale of shares of common stock, par value $0.0001 per share, of
the Corporation, and any and all exhibits and other documents requisite in
connection therewith, granting unto said attorneys and each of them, full power
and authority to perform each and every act and thing requisite and necessary to
be done in and about the premises as fully to all intents and purposes as the
undersigned himself might or could do.
IN WITNESS WHEREOF, the undersigned Trustee has hereunto set his hand
this 20th day of November, 1998.
/s/ David O. Beim
----------------------------
David O. Beim
Trustee
<PAGE> 6
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that James T. Flynn, being a Trustee of
Mercury Asset Management Master Trust, hereby nominates, constitutes and
appoints Jeffrey M. Peek, Gerald M. Richard, Terry K. Glenn and Stephen M. M.
Miller (with full power to each of them to act alone) his true and lawful
attorney-in-fact and agent, for him and on his behalf and in his place and stead
and in any and all capacities, to execute and sign all amendments and
supplements to the Registration Statements on Form N-1A under the Securities Act
of 1933 and the Investment Company Act of 1940 of Mercury Asset Management
Funds, Inc. (the "Corporation"), and to file the same with the Securities and
Exchange Commission, and any other regulatory authority having jurisdiction over
the offer and sale of shares of common stock, par value $0.0001 per share, of
the Corporation, and any and all exhibits and other documents requisite in
connection therewith, granting unto said attorneys and each of them, full power
and authority to perform each and every act and thing requisite and necessary to
be done in and about the premises as fully to all intents and purposes as the
undersigned himself might or could do.
IN WITNESS WHEREOF, the undersigned Trustee has hereunto set his hand
this 20th day of November, 1998.
/s/ James T. Flynn
----------------------------
James T. Flynn
Trustee
<PAGE> 7
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that W. Carl Kester, being a Trustee of
Mercury Asset Management Master Trust, hereby nominates, constitutes and
appoints Jeffrey M. Peek, Gerald M. Richard, Terry K. Glenn and Stephen M. M.
Miller (with full power to each of them to act alone) his true and lawful
attorney-in-fact and agent, for him and on his behalf and in his place and stead
and in any and all capacities, to execute and sign all amendments and
supplements to the Registration Statements on Form N-1A under the Securities Act
of 1933 and the Investment Company Act of 1940 of Mercury Asset Management
Funds, Inc. (the "Corporation"), and to file the same with the Securities and
Exchange Commission, and any other regulatory authority having jurisdiction over
the offer and sale of shares of common stock, par value $0.0001 per share, of
the Corporation, and any and all exhibits and other documents requisite in
connection therewith, granting unto said attorneys and each of them, full power
and authority to perform each and every act and thing requisite and necessary to
be done in and about the premises as fully to all intents and purposes as the
undersigned himself might or could do.
IN WITNESS WHEREOF, the undersigned Trustee has hereunto set his hand
this 20th day of November, 1998.
/s/ W. Karl Kester
----------------------------
W. Karl Kester
Trustee
<PAGE> 8
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that Karen P. Robards, being a Trustee of
Mercury Asset Management Master Trust, hereby nominates, constitutes and
appoints Jeffrey M. Peek, Gerald M. Richard, Terry K. Glenn and Stephen M. M.
Miller (with full power to each of them to act alone) her true and lawful
attorney-in-fact and agent, for her and on her behalf and in her place and stead
and in any and all capacities, to execute and sign all amendments and
supplements to the Registration Statements on Form N-1A under the Securities Act
of 1933 and the Investment Company Act of 1940 of Mercury Asset Management
Funds, Inc. (the "Corporation"), and to file the same with the Securities and
Exchange Commission, and any other regulatory authority having jurisdiction over
the offer and sale of shares of common stock, par value $0.0001 per share, of
the Corporation, and any and all exhibits and other documents requisite in
connection therewith, granting unto said attorneys and each of them, full power
and authority to perform each and every act and thing requisite and necessary to
be done in and about the premises as fully to all intents and purposes as the
undersigned herself might or could do.
IN WITNESS WHEREOF, the undersigned Trustee has hereunto set her hand
this 20th day of November, 1998.
/s/ Karen P. Robards
----------------------------
Karen P. Robards
Trustee
