EXHIBIT 99.15
XXXXXXX XXXXX SHAREHOLDER
SERVICING PLAN AND AGREEMENT
PLAN AND AGREEMENT made as of the 30th day of December, 1988 by and between
Xxxxxxx Xxxxx U.S.A. Government Reserves, a Massachusetts business trust (the
"Fund"), and Xxxxxxx Xxxxx. Xxxxxx, Xxxxxx & Xxxxx Incorporated, a Delaware
corporation ("MLPF&S").
WHEREAS, the Fund 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 Fund to its customers
and substantially all of the shareholders of the Fund are MLPF&S customers who
maintain their Fund accounts through MLPF&S (such accounts being referred to
herein as the "MLPF&S Fund Accounts")
WHEREAS, MLPF&S provides a variety of administrative and operation services to
MLPF&S Fund Accounts including processing shareholder orders and administering
MLPF&S Fund Accounts (such services being referred to as "MLPF&S Administrative
Services") which are being provided pursuant to the management arrangements
between the Fund and Xxxxxxx Xxxxx Asset Management. Inc. ("MLAM");
WHEREAS MLPF&S account executives and other personnel spend substantial
amounts of time providing shareholder services to existing and prospective
MLPF&S Fund Accounts, including furnishing information as to the status of such
MLPF&S Fund Accounts and handling purchase and redemption orders for Fund
shares, for which they receive no compensation (such services being referred to
herein as "MLPF&S Shareholder Services and Activities");
WHEREAS, the Trustees of the Fund have determined that the Fund should make
direct payments to MLPF&S for distribution to its account executives and other
directly involved Xxxxxxx Xxxxx personnel as compensation for the MLPF&S
Shareholder Services and Activities and that such payments should be in addition
to the management compensation being paid MLAM.
WHEREAS, the Fund desires to adopt this Xxxxxxx Xxxxx Shareholder Servicing
Plan and Agreement (the "Plan") in the manner and on the terms and conditions
hereinafter set forth. which Plan must be adopted pursuant to Rule 12b-1 under
the Investment Company Act because the services for which compensation is to be
provided under the Plan may include services associated with the distribution of
Fund shares;
WHEREAS, MLPF&S desires to enter into the Plan on said terms and conditions;
and
WHEREAS, the Trustees of the Fund have determined that there is a reasonable
likelihood that adoption of the Plan will benefit the Fund and its shareholders:
Now, THEREFORE, the Fund hereby adopts the Plan in accordance with Rule 12b-1
under the Company Act and the parties hereto enter into this agreement on the
following terms and conditions:
1. The Fund is hereby authorized to utilize its assets to make payments to
MLPF&S pursuant to the Plan to compensate MLPF&S account executives and other
directly involved MLPF&S
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personnel for providing the MLPF&S Shareholder Services and Activities with
respect to MLPF&S Fund Accounts.
2. The Fund shall pay MLPF&S a fee at the end of each month at the annual rate
of 0. 125 % of average daffy net asset value of the MLPF&S Fund Accounts. MLPF&S
is obligated to expend the entire amount of the fee for compensation, including
incentives and bonuses, to MLPF&S account executives and other directly involved
MLPF&S personnel (the "Plan Expenditures"). The fee is for direct personal
services and is not to be considered compensation for the MLPF&S Administrative
Services.
3. MLPF&S shall provide the Fund 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 for Plan
Expenditures during such period. The report shall include an itemization of the
Plan Expenditures made by MLPF&S, the purpose of such Plan Expenditures and a
description of the benefits derived by the Fund therefrom.
4. In the event that the aggregate payments received by MLPF&S under the Plan
in any year shall exceed the Plan Expenditures in such fiscal year. MLPF&S shall
be required to reimburse the Fund the amount of such excess.
5. MLPF&S will use its best efforts in rendering and causing its employees to
render services to the Fund, but in the absence of willful misfeasance, bad
xxxxx xxxxx negligence or reckless disregard of its obligations hereunder,
MLPF&S shall not be liable to the Fund or any of its shareholders for any error
of judgment or mistake of law or for any act of omission or for any sustained by
the Fund or its shareholders.
6. 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.
7. The Plan shall not take effect until it has been approved by votes of a
majority of both (a) the Trustees of the Fund and (b) those Trustees of the Fund
who are not "interested persons" of the Fund, 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 the Plan.
8. The Plan shall not take effect until it has been approved by a vote of at
least a majority. as defined in the Investment Company Act, of the outstanding
voting securities of the Fund.
9. 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 7.
10. 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 Fund.
11. The Plan may not be amended to increase materially the fee provided for in
Paragraph 2 unless such amendment is approved in the manner provided for initial
approval in paragraphs 7 and 8, and no material amendment to the Plan shall be
made unless approved in the manner provided for approval and annual renewal in
Paragraph 7.
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12. While the Plan is in effect, the selection and nomination of the Trustees
who are not interested persons, as defined in the Investment Company Act, of the
Fund shall be committed to the discretion of the Trustees who are not interested
persons.
13. The Fund shall preserve copies of this Plan and any related agreements and
all reports made pursuant to Paragraph 2, for a period of not less than six
years from the date of the Plan, or the agreements or such report, as the case
may be, the first two years in an easily accessible place.
14. Tne Declaration of Trust establishing Xxxxxxx Xxxxx U.S.A. Government
Reserves Fund, dated July 29, 1982, 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 U.S.A. Government Reserves" 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 U.S.A. Government
Reserves 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 U.S.A. Government Reserves, but the Trust Property only shall be
liable.
WHEREAS, the parties hereto have executed and delivered this Shareholder
Servicing Plan and Agreement as of the date first above written.
XXXXXXX XXXXX, U.S.A. GOVERNMENT RESERVES
By ....................................
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX
INCORPORATED
By ....................................
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