Exhibit 13
AMENDED AND RESTATED
SHAREHOLDER SERVICING PLAN
AMENDED AND RESTATED SHAREHOLDER SERVICING PLAN made as of the 29th day of
September, 2006 by and between Xxxxxxx Xxxxx U.S.A. Government Reserves, a
Massachusetts business trust (the "Fund"), and the distributors listed on
Exhibit A (each a "Distributor").
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; 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, the Fund has entered into a Distribution Agreement with each
Distributor, pursuant to which each such Distributor acts as the distributor and
representative of the Fund in the offer and sale of shares of beneficial
interest of the Fund to the public (such shares of beneficial interest being
referred to herein as the "Distributor Fund Shares"); and
WHEREAS, the Fund desires to adopt this Amended and Restated Shareholder
Servicing Plan (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; and
WHEREAS, each Distributor 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 each Distributor 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 Distributor Fund Shares sold through
such Distributor 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 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 Distributor Fund
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
expenditures described in this Paragraph 1. 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. Each Distributor 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 each Distributor, 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 a
Distributor under the Plan in any year shall exceed the amount of the
distribution and shareholder servicing expenditures incurred by such
Distributor in such year, such Distributor shall be required to reimburse
the Fund the amount of such excess.
4. Each Distributor 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. Neither Distributor shall 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 either Distributor or
any affiliated person of such Distributor 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 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.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 Amended
and Restated Shareholder Servicing Plan as of the date first above written.
XXXXXXX XXXXX U.S.A. GOVERNMENT RESERVES
By
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BLACKROCK DISTRIBUTORS, INC.
By
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FAM DISTRIBUTORS, INC.
By
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EXHIBIT A
Distributors
BlackRock Distributors, Inc.
FAM Distributors, Inc.
