EXHIBIT 13
SECOND AMENDED AND RESTATED
XXXXXXX XXXXX SHAREHOLDER SERVICING
PLAN AND AGREEMENT
SECOND AMENDED AND RESTATED XXXXXXX XXXXX SHAREHOLDER SERVICING PLAN AND
AGREEMENT made as of the day of , 200 by and between Xxxxxxx
Xxxxx Ready Assets Trust, a Massachusetts business trust (the "Trust"), and
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, a Delaware corporation
("MLPF&S").
WHEREAS, the Trust is a no-load open-end investment company registered
under the Investment Company Act of 1940, as amended (the "Investment Company
Act"), which operates as a money market fund;
WHEREAS, MLPF&S acts as a dealer selling shares of the Trust to its
customers and substantially all of the shareholders of the Trust are MLPF&S
customers who maintain their Trust accounts through MLPF&S (such accounts being
referred to herein as the "MLPF&S Trust Accounts");
WHEREAS, MLPF&S provides a variety of administrative and operational
services to MLPF&S Trust Accounts including processing shareholder orders and
administering MLPF&S Trust Accounts which are being provided pursuant to the
management arrangements between the Trust and Xxxxxxx Xxxxx Investment Managers
("MLIM");
WHEREAS, MLPF&S financial advisors and other personnel spend substantial
amounts of time providing services of the type described in Paragraph 1 hereto;
WHEREAS, pursuant to a Xxxxxxx Xxxxx Shareholder Servicing Plan and
Agreement made as of August 26, 1983 with MLPF&S, as amended and restated on
April 29, 1988 and continued annually since inception, pursuant to the
provisions of Rule 12b-1 under the Investment Company Act, the Trustees of the
Trust have determined that the Trust should make
direct payments to MLPF&S for distribution to its financial advisors and other
directly involved Xxxxxxx Xxxxx personnel as compensation for the services
described in paragraph 1 hereto, and that such payments should be in addition to
the management compensation being paid to MLIM;
WHEREAS, the Trust desires to adopt this Second Amended and Restated
Shareholder Servicing Plan and Agreement (referred to herein as the "Plan") in
the manner and on the terms and conditions hereinafter set forth, which Plan
must be adopted pursuant to the provisions of Paragraph 6 of the Plan as they
relate to material amendments which do not increase the fee paid pursuant to the
Plan and in accordance with Rule 12b-1 under the Investment Company Act;
WHEREAS, MLPF&S desires to enter into the Plan on said terms and
conditions; and
WHEREAS, the Trustees of the Trust have determined that there is a
reasonable likelihood that adoption of the Plan will benefit the Trust and its
shareholders:
NOW, THEREFORE, the Trust hereby adopts the Plan in accordance with the
requirements of Paragraph 6 of the Plan and Rule 12b-1 under the Investment
Company Act and the parties hereto enter into this agreement on the following
terms and conditions:
1. The Trust is hereby authorized to pay MLPF&S a fee under the Plan
at the end of each month at the annual rate of 0.125% of the average daily
net asset value of the MLPF&S Trust Accounts for providing, or arranging
for the provision of, account maintenance and sales and promotional
activities and services with respect to shares of the Trust. Such
activities and services will relate to account maintenance activities
relating to MLPF&S Trust Accounts and the sale, promotion and marketing of
the Shares of the Trust. Such expenditures may consist of the costs of
making services available to shareholders (including assistance in
connection with inquiries related to shareholder accounts), sales
commissions to financial intermediaries for selling Shares,
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compensation, sales incentives and payments to sales and marketing
personnel and the payment of expenses incurred in sales and promotional
activities (including advertising expenditures related to the Trust and the
costs of preparing and distributing promotional materials). The fee may
also be used to pay the financing costs of carrying the unreimbursed
expenditures described in this Paragraph 1. The fee is not payable with
respect to the net asset value of shareholders who maintain their accounts
directly with the Trust's Transfer Agent and whose accounts are not
serviced by MLPF&S. Payment of the fee described in this Paragraph 1 shall
be subject to any limitations set forth in any applicable regulation of the
National Association of Securities Dealers, Inc.
2. In the event that the aggregate payments received by MLPF&S under
the Plan in any year shall exceed the amount of the distribution and
shareholder servicing expenditures incurred by MLPF&S in such year, MLPF&S
shall be required to reimburse the Trust the amount of such excess.
3. MLPF&S 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 fee
during such period. The report shall include an itemization of the
distribution and shareholder servicing expenses incurred by MLPF&S, the
purpose of such expenditures and a description of the benefits derived by
the Trust therefrom.
4. MLPF&S will use its best efforts in rendering and causing its
employees to render services to the Trust, but in the absence of willful
misfeasance, bad faith, gross negligence or reckless disregard of its
obligations hereunder, MLPF&S shall not be liable
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to the Trust or any of its share-holders for any error of judgment or
mistake of law for any act of omission or for any losses sustained by the
Trust or its shareholders.
5. Nothing contained in the Plan shall prevent MLPF&S or any
affiliated person of MLPF&S from performing services similar to those to be
performed hereunder for any other person, firm or corporation or for its or
their own accounts or for the accounts of others.
6. The Plan 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 Investment Company Act, and have no direct or indirect
financial interest in the operation of the 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 the Plan.
7. 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 6.
8. The 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 voting
securities of the Trust.
9. The Plan may not be amended to increase materially the fee
provided for in Paragraph 1 unless and until such amendment is approved in
the manner provided for in Paragraph 6 and approved by a vote of at least a
majority, as defined in the Investment Company Act, of the outstanding
voting securities of the Trust, and no other material amendment to the Plan
shall be made unless approved in the manner provided for approval in
Paragraph 6.
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10. While the 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.
11. The Trust shall preserve copies of the Plan and any related
agreements and all reports made pursuant to Paragraph 3, for a period of
not less than six years, the first two years in an easily accessible place.
12. The Declaration of Trust establishing Xxxxxxx Xxxxx Ready Assets
Trust, dated May 14, 1987, a copy of which, together with all amendments
thereto (the "Declaration"), is on file in the office of the Secretary of
the Commonwealth of Massachusetts, provides that the name "Xxxxxxx Xxxxx
Ready Assets Trust" refers to the Trustees under the Declaration
collectively as Trustees, but not as individuals or personally; and no
Trustee, shareholder, officer, employee or agent of Xxxxxxx Xxxxx Ready
Assets Trust shall be held to any personal liability, nor shall resort be
had to their private property for the satisfaction of any obligation or
claim of said Xxxxxxx Xxxxx Ready Assets Trust, but the Trust Property only
shall be liable.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Second Amended and Restated Xxxxxxx Xxxxx Shareholder Servicing Plan and
Agreement as of the date first above written.
XXXXXXX XXXXX READY ASSETS TRUST
BY
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XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX
INCORPORATED
BY
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