Exhibit 13
AMENDED AND RESTATED XXXXXXX XXXXX SHAREHOLDER
SERVICING PLAN AND AGREEMENT
AMENDED AND RESTATED XXXXXXX XXXXX SHAREHOLDER SERVICING PLAN AND
AGREEMENT made as of the day of , 200 by and between Xxxxxxx Xxxxx U.S.
Treasury Money Fund, a Massachusetts business trust (the "Fund"), and Xxxxxxx
Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, a Delaware corporation ("MLPF&S").
WHEREAS, the Fund is a no-load, diversified, 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 operational
services to MLPF&S Fund Accounts including processing shareholder orders and
administering MLPF&S Fund Accounts which are being provided pursuant to the
management arrangements between the Fund and Xxxxxxx Xxxxx Investment Managers,
L.P.
WHEREAS, MLPF&S financial advisors and other personnel spend substantial
amounts of time providing services of the type described in Paragraph 1 hereto;
WHEREAS, the Trustees of the Fund have determined that the Fund 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 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 Investment Company Act and the parties hereto enter into this
agreement on the following terms and conditions:
1. The Fund 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 Fund Accounts for providing, or arranging for the provision
of, account maintenance and sales and promotional activities and services with
respect to shares of the Fund. Such activities and services will relate to
account maintenance activities relating to MLPF&S Fund Accounts and the sale,
promotion and marketing of the Shares of the Fund. 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, 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 Fund and the costs of preparing and distributing promotional
materials). The fee may also be used to pay the financing costs of carrying the
unreimbursed
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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 Fund'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. 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 during such
period. The report shall include an itemization of the distribution and
shareholder servicing expenses made by MLPF&S, the purpose of such expenditures
and a description of the benefits derived by the Fund therefrom.
3. 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 Fund the amount of such excess.
4. 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
faith, gross 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 losses
sustained by the Fund 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.
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6. 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.
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 Fund.
9. The Plan may not be amended to increase materially the fee provided for
in Paragraph 1 unless such amendment is approved in the manner provided for
initial approval in Paragraph 6, and no material amendment to the Plan shall be
made unless approved in the manner provided for approval and annual renewal in
Paragraph 6.
10. 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.
11. 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.
12. The Declaration of Trust establishing Xxxxxxx Xxxxx U.S. Treasury
Money Fund, dated October 30, 1990, 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,
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provides that the name "Xxxxxxx Xxxxx U.S. Treasury Money 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
Xxxxxxx Xxxxx U.S. Treasury Money Fund 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. Treasury Money Fund, but the
"Trust Property" only shall be liable.
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WHEREAS, the parties hereto have executed and delivered this Amended
and Restated Xxxxxxx Xxxxx Shareholder Servicing Plan and Agreement as of the
date first above written.
XXXXXXX XXXXX U.S. TREASURY MONEY FUND
By:
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XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX
INCORPORATED
By:
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