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EXHIBIT 99.(M)(3)
CLASS C DISTRIBUTION PLAN
OF
MERCURY ______________________________ FUND
OF
MERCURY HW FUNDS
PURSUANT TO RULE 12b-1
DISTRIBUTION PLAN made as of the 6th day of October, 2000, by and
between Mercury HW Funds, a Massachusetts business trust (the "Trust"), on
behalf of its series, Mercury ___________________ Fund (the "Fund"), and FAM
Distributors, Inc., a Delaware corporation ("FDI").
W I T N E S S E T H :
WHEREAS, the Trust engages 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 Trustees of the Trust (the "Trustees") are authorized to
establish separate series relating to separate portfolios of securities, each of
which may offer separate classes of shares; and
WHEREAS, the Trustees have established the Fund as a series of the
Trust; and
WHEREAS, FDI 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 Trust proposes to enter into a Distribution Agreement with
FDI, pursuant to which FDI will act as the exclusive distributor and
representative of the Trust in the offer and sale of Class C shares of
beneficial interest (the "Class C shares") of the Fund to the public; and
WHEREAS, the Trust desires to adopt this Class C Shares Distribution
Plan (the "Plan") pursuant to Rule 12b-1 under the Investment Company Act,
pursuant to which the Trust will pay an account maintenance fee and a
distribution fee to FDI with respect to the Fund's Class C shares; and
WHEREAS, the Trustees of the Trust have determined that there is a
reasonable likelihood that adoption of the Plan will benefit the Fund and its
shareholders.
NOW, THEREFORE, the Trust on behalf of the Fund hereby adopts, and FDI
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:
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1. The Trust shall pay FDI 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 Class C shares to compensate FDI and securities firms with
which FDI 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 of the Fund 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 Trust shall pay FDI a distribution fee under the Plan at the end
of each month at the annual rate of [0.75/0.65]% of average daily net assets of
the Fund relating to Class C shares to compensate FDI and securities firms with
which FDI 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 of the Fund. Such expenditures may
consist of sales commissions to financial consultants for selling Class C shares
of the Fund, 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 Trust hereby authorizes FDI 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. FDI 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 FDI with such information as is reasonably
necessary to permit FDI to comply with the reporting requirements set forth in
Paragraph 4 hereof.
4. FDI shall provide the Trust for review by the Trustees, and the
Trustees 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.
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 Trustees of
the Trust and (b) those Trustees of the Trust who are not "interested persons"
of the Trust, 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 Trustees"), cast in person at a meeting or
meetings called for the purpose of voting on this Plan and such related
agreements.
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6. This 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. This Plan may be terminated at any time by vote of a majority of the
Rule 12b-1 Trustees, or by vote of a majority of the outstanding Class C voting
securities of the Fund.
8. This 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 Trustees of the Trust 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 this Plan is in effect, the selection and nomination of
Trustees who are not interested persons, as defined in the Investment Company
Act, of the Trust shall be committed to the discretion of the Trustees who are
not interested persons.
10. The Trust shall preserve copies of this 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 this Plan, or the agreements or such
report, as the case may be, the first two years in an easily accessible place.
IN WITNESS WHEREOF, the parties hereto have executed this Distribution
Plan as of the date first above written.
MERCURY HW FUNDS, on behalf of its series,
MERCURY _______________________ FUND
By:
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Name:
Title:
FAM DISTRIBUTORS, INC.
By:
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Name:
Title:
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CLASS C SHARES DISTRIBUTION PLAN SUB-AGREEMENT
AGREEMENT made as of the 6th day of October, 2000, by and between FAM
Distributors, Inc., a Delaware corporation ("FDI"), and Merrill Lynch, Pierce,
Fenner & Smith Incorporated, a Delaware corporation ("Securities Firm").
W I T N E S S E T H :
WHEREAS, FDI has entered into an agreement with Mercury HW Funds, a
Massachusetts business trust (the "Trust"), on behalf of its series, Mercury
___________ Fund (the "Fund"), pursuant to which it acts as the exclusive
distributor for the sale of Class C shares of beneficial interest (the "Class C
shares"), of the Fund; and
WHEREAS, FDI and the Trust 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 FDI receives an
account maintenance fee from the Trust 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 the Class C shares of the Fund and a distribution fee from
the Fund at the annual rate of [0.75/0.65]% 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, FDI 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 of the Fund 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 of the Fund 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, FDI 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 FDI, at least quarterly, such
information as reasonably requested by FDI to enable FDI 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.
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5. This Agreement shall not take effect until it has been approved by
votes of a majority of both (a) the Trustees of the Trust and (b) those Trustees
of the Trust who are not "interested persons" of the Trust, 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 Trustees"), 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.
FAM DISTRIBUTORS, INC.
By:
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Name:
Title:
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
By:
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Name:
Title:
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