Exhibit 13(b)
AMENDED INVESTOR B SHARES DISTRIBUTION PLAN
OF
BLACKROCK SUMMIT CASH RESERVES FUND
OF
BLACKROCK FINANCIAL INSTITUTIONS SERIES TRUST
PURSUANT TO RULE 12b-1
DISTRIBUTION PLAN made as of the 29th day of September, 2006, by and
between BLACKROCK FINANCIAL INSTITUTIONS SERIES TRUST, a Massachusetts business
trust (the "Trust"), on behalf of BlackRock Summit Cash, a series of the Trust
(the "Fund") and [BLACKROCK DISTRIBUTORS, INC.] [FAM DISTRIBUTORS, INC.], a
Delaware corporation (the "Distributor").
W I T N E S S E T H :
WHEREAS, the Trust is engaged 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 Trust is authorized to establish separate series ("Series"),
each of which will offer separate classes of shares of beneficial interest, par
value $0.10 per share (the "Shares") to selected groups of purchasers; and
WHEREAS, the 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; and
WHEREAS, the Trust has entered into a Distribution Agreement with the
Distributor, pursuant to which the Distributor acts as the distributor and
representative of the Trust in the offer and sale of shares of beneficial
interest of the Fund, including Investor B shares of beneficial interest, to the
public (such Investor B shares of beneficial interest sold through the
Distributor being referred to herein as the "Distributor Investor B Shares");
and
WHEREAS, the Trust desires to adopt this Amended Investor B Distribution
Plan (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 7 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; and
WHEREAS, the Distributor 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 Fund and its
Investor B shareholders;
NOW, THEREFORE, the Trust hereby adopts, and PFD hereby agrees to the
terms of, the Plan in accordance with Rule 12b-I under the Investment Company
Act on the following terms and conditions:
1. The Trust shall pay the Distributor a distribution fee under the Plan
at the end of each month at the annual rate of 0.75% of the Fund's average daily
net asset value of the Distributor Investor B Shares to compensate the
Distributor and Securities Firms (as defined below) with which the Distributor
enters into related agreements pursuant to Paragraph 2(a) hereof
("Sub-Agreements") for providing sales and promotional activities and services,
and Participating Underwriters (as defined below) with which the Distributor
enters into Exchange and Service Agreements ("Service Agreements") pursuant to
Paragraph 2(b) hereof. The activities and services for which compensation will
be paid hereunder will relate to the direct or indirect sale, promotion and
marketing of the Investor B shares of the Fund and payments related to the
furnishing of services to shareholders by sales and marketing personnel. Such
expenditures may consist of sales commissions to financial consultants for
selling Investor B shares of the Fund, 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, the costs of preparing and distributing promotional
materials and the costs of providing services to shareholders including
assistance in connection with inquires related to shareholder accounts. Without
limiting the generality of the foregoing, the Distributor may use all or a
portion of the distribution fees paid hereunder to compensate Participating
Underwriters for their indirect efforts in selling Investor B shares of the
Fund, it being recognized that the sale of Investor B shares of the Fund will
result from their sales of CDSC Shares of Participating Funds (each as defined
below) and their participation in the exchange program between the Fund and the
Participating Funds (the "Exchange Program"). The distribution fee may also be
used to pay the financing costs of carrying the unreimbursed expenditures
described in this Paragraph 1. Payment of the distribution 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. (a) The Trust hereby authorizes the Distributor to enter into
Sub-Agreements with certain securities firms ("Securities Firms") to provide
compensation to such Securities Firms for activities and services of the type
referred to in Paragraph 1 hereof. The Distributor may reallocate all or a
portion of its distribution fee to such Securities Firms as compensation for the
above-mentioned activities and services. Such compensation will be in an amount
as set forth in the individual Sub-Agreements. Such Sub-Agreement shall provide
that the Securities Firms shall provide the Distributor with such information as
is reasonably necessary to permit the Distributor to comply with the reporting
requirements set forth in Paragraph 3 hereof.
(b) The Trust hereby authorizes the Distributor to enter into Service
Agreements with certain securities firms ("Participating Underwriters") that
serve as the principal underwriters to certain non-money market open-end
management investment companies (or separate portfolios thereof) that have
agreed to participate in the Exchange Program (the "Participating Funds").
Neither the Participating Underwriter nor the investment adviser to any
Participating Fund will be an affiliated person of the Distributor or the Trust.
Shares ("CDSC Shares") of a Participating Fund that were purchased at net asset
value, but subject to a contingent deferred sales charge ("CDSC") and a
distribution fee pursuant to a Rule 12b-I distribution plan will be exchanged
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into Investor B shares of the Fund pursuant to the Exchange Program. The Service
Agreements generally shall provide, among other things, that the Distributor
will pay Participating Underwriters all or a portion of distribution fees
received by the Distributor and any CDSCs received by the Distributor in respect
of CDSC Shares exchanged for Investor B shares of the Fund. Such payments shall
be to compensate the Participating Underwriters for their activities referred to
in Paragraph 1 hereof. Such compensation will be in an amount as set forth in
the individual Service Agreements. Such Service Agreements shall provide that
the Participating Underwriters shall provide the Distributor with such
information as is reasonably necessary to permit the Distributor to comply with
the reporting requirements as set forth in Paragraph 3 hereof.
3. The Distributor shall provide the Trust for review by the Board of
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
distribution fee during such period. This report shall include an itemization of
the distribution expenditures incurred on behalf of the Fund and its Investor B
shareholders, the purpose of such distribution expenditures and a description of
the benefits derived by the Fund and its Investor B shareholders therefrom.
4. The Plan shall not take effect until it has been approved, together
with any related agreements, 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 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 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 by vote of a majority of the
Rule 12b-1 Trustees, or by vote of a majority of the outstanding Investor B
voting securities of the Fund.
7. The Plan may not be amended to increase materially the rate of payments
by the Fund provided for herein unless such amendment is approved by at least a
majority, as defined in the Investment Company Act, of the outstanding Investor
B voting securities of the Fund, and by the Trustees of the Trust 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.
8. 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.
9. The Trust 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 this Plan, or the agreements, or such report, as
the case may be, the first two years in an easily accessible place.
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10. The Declaration of Trust establishing the Trust, dated July 10, 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 "BlackRock Financial Institutions Series 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 the 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
the Trust but the "Trust Property" only shall be liable.
IN WITNESS WHEREOF, the parties hereto have executed this Plan as of the
date first above written.
BLACKROCK FINANCIAL INSTITUTIONS SERIES TRUST
By __________________________________________
[BLACKROCK DISTRIBUTORS, INC.]
[FAM DISTRIBUTORS, INC.]
By __________________________________________
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