INVESTOR B2 SHARES DISTRIBUTION PLAN
PURSUANT TO RULE 12b-1
DISTRIBUTION PLAN made as of the 29th day of September, 2006, by and
between each of the investment companies listed on Exhibit A, as such Exhibit
may be amended from time to time (each a "Fund," and collectively, the "Funds"),
severally and not jointly, and the distributors listed on Exhibit B (each a
"Distributor").
W I T N E S S E T H:
WHEREAS, the Fund 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 or Trustees (referred to herein as the "Directors")
of certain Funds are authorized to establish separate series relating to
separate portfolios of securities, and the Directors have established and
designated multiple series of certain Funds; and
WHEREAS, each Distributor is a securities firm engaged in the business of
selling shares of investment companies either directly to purchasers or through
financial intermediaries, including without limitation, brokers, dealers,
retirement plans, financial consultants, registered investment advisers and
mutual fund supermarkets ("financial intermediaries"); and
WHEREAS, each Fund proposes to enter into a Distribution Agreement with
each Distributor, pursuant to which each such Distributor will act as the
distributor and representative of each Fund in the offer and sale of shares of
common stock or beneficial interest of each Fund, including the Investor B2
Shares (the "Investor B2 Shares") of each Fund, to the public; and
WHEREAS, each Fund desires to adopt this Investor B2 Shares Distribution
Plan (the "Plan") pursuant to Rule 12b-1 under the Investment Company Act
pursuant to which each Fund will pay a service/account maintenance fee and a
distribution fee to each Distributor with respect to the Fund's Investor B2
Shares; and
WHEREAS the Directors of each Fund have determined that there is a
reasonable likelihood that adoption of the Plan will benefit each Fund and its
Investor B2 Shares shareholders.
NOW, THEREFORE, each Fund hereby adopts, and each Distributor xxxxxx
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 Fund shall pay each Distributor with respect to the Investor B2
Shares of each Fund a service/account maintenance fee under the Plan at the end
of each month at the annual percentage rate of average daily net assets of such
Fund sold through such Distributor specified in Exhibit A, to compensate the
Distributor for providing, or arranging for the provision of, service/account
maintenance activities with respect to Investor B2 Shares
shareholders of the Fund. Expenditures under the Plan may consist of payments to
financial intermediaries for maintaining accounts in connection with Investor B2
Shares and payment of expenses incurred in connection with such service/account
maintenance activities including the costs of making services available to
shareholders including assistance in connection with inquiries related to
shareholder accounts.
2. The Fund shall pay each Distributor with respect to Investor B2 Shares
of each Fund a distribution fee under the Plan at the end of each month at the
annual percentage rate of average daily net assets of such Fund sold through
such Distributor specified in Exhibit A to compensate the Distributor for
providing, or arranging for the provision of, sales and promotional activities
and services. Such activities and services will relate to the sale, promotion
and marketing of the Investor B2 Shares of each Fund. Such expenditures may
consist of sales commissions to financial intermediaries for selling Investor B2
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. Each Distributor shall provide each Fund 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 distribution fee during such period.
4. This Plan shall not take effect with respect to a Fund until it has
been approved by votes of a majority of both (a) the Directors of the Fund and
(b) those Directors 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 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 with respect to any Fund or vote
of a majority of the Rule 12b-1 Directors, or by vote of a majority of the
outstanding Investor B2 Shares voting securities of the applicable Fund.
7. The Plan may not be amended to increase materially the rate of payments
provided for in Paragraphs 1 or 2 hereof with respect to any Fund unless such
amendment is approved by at least a majority, as defined in the Investment
Company Act, of the outstanding Investor B2 Shares voting securities of the
applicable Fund, and by the Directors of the Fund 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.
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8. While the Plan is in effect with respect to any Fund, the selection and
nomination of Directors who are not interested persons, as defined in the
Investment Company Act, of the Fund shall be committed to the discretion of the
Directors who are not interested persons.
9. The Fund 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.
10. The Declaration of Trust establishing each Fund that is organized as a
Massachusetts business trust, together with all amendments thereto (the
"Declaration"), which is on file in the office of the Secretary of the
Commonwealth of Massachusetts, provides that the name of the Fund 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 a Fund
shall be held to any personal liability, not shall resort be had to their
private property for the satisfaction of any obligation or claim or otherwise in
connection with the affairs of a Fund, but the trust property only shall be
liable.
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IN WITNESS WHEREOF, the parties hereto have executed this Plan as of the
date first above written.
EACH OF THE INVESTMENT COMPANIES LISTED ON
EXHIBIT A ATTACHED HERETO
By: ____________________________________
Title:
___________________ DISTRIBUTORS, INC.
By: ____________________________________
Title:
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EXHIBIT A
Investor B2 Shares Fees
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Name of Fund Service/Account Distribution Fee
Maintenance Fee
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BlackRock Short-Term U.S. Government
Fund, Inc. 0.10% 0.30%
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EXHIBIT B
Distributors
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